Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and (d) any Assumed Liabilities (collectively, clauses (c) and (d) above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.
Liability of Buyer. The Buyer shall have no liability (for indemnification or otherwise) under or relating to this Agreement or the transaction contemplated hereby until the total of all Damages with respect thereto exceeds the Deductible Amount and then only for the amount by which such Damages exceed the Deductible Amount. The Buyer's cumulative liability under this Agreement and the Schedules, certificates and documents delivered pursuant hereto or in connection herewith shall in no event exceed, and the total amount of the indemnification payments that the Buyer can be required to make hereunder shall be limited in the aggregate to a maximum of twenty percent (20%) of the difference between (i) the Purchase Price and (ii) the Specified Cash Amount.
Liability of Buyer. The Buyer hereby confirms and agrees that each of the representations and warranties of the Buyer set forth in or made pursuant to and in accordance with this Agreement or in any Closing Document (the “Buyer Surviving Representations and Covenants”) shall survive the Closing Date and shall not be deemed to be merged into any instrument of conveyance delivered at the Closing. From and after the Closing Date, each of Seller and the Seller Related Entities shall have the right to claim against Buyer for all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such Seller Related Entity in connection with any Losses, arising out of, or in any way relating to the Buyer Surviving Representations and Covenants as provided in this Section 11.1.
Liability of Buyer. Except for any obligation expressly assumed or agreed to be assumed by Buyer under this Agreement, Buyer does not assume any obligation of Seller or any liability for claims arising out of any occurrence prior to Closing.
Liability of Buyer. 38 9.7 Exclusivity.........................................................38 9.8
Liability of Buyer. Buyer shall be liable for and indemnify the Sellers and Bank against all Taxes imposed with respect to the Purchased Assets for (i) any taxable year or period that begins after the Closing Date and (ii) with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year beginning on the day after the Closing Date.
Liability of Buyer. The Buyer shall be liable for any loss or shortage of or damage to the Products of which Elanco is not properly notified as set forth above. If permissible by law, Elanco shall not be liable for any loss of profit, loss of goodwill, loss of anticipated savings, loss of business or any other consequential loss or damage suffered by the Buyer however caused.
Liability of Buyer. With respect to the Acquired Assets and the Assumed Liabilities transferred at the Closing, Buyer shall be liable for and indemnify Seller, CFC and Conseco for all real property, personal property and similar ad valorem Taxes imposed on such Acquired Assets or income therefrom, such Assumed Liabilities or payments in respect thereof for (1) any taxable year or period that begins after the Closing Date and (2) with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year beginning after the Closing Date.
Liability of Buyer. From and after the Closing Date, subject to the provisions of Section 11.4 below, Buyer shall indemnify and hold harmless Seller against, and reimburse Seller for, all Losses suffered or incurred by Seller arising out of, or in any way relating to: (a) the failure of any representations or warranties made by Buyer in this Agreement to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than in connection with any modification to Buyer’s representations and warranties contemplated or permitted hereunder or any breach or inaccuracy about which Seller was aware as of the Closing Date and elected to close notwithstanding such breach or inaccuracy; and (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by Buyer pursuant to in this Agreement.
Liability of Buyer. 36 9.7 Exclusivity..................................................................36 9.8 Reduction for Insurance Proceeds and Tax Savings.............................36 9.9 Subrogation..................................................................36
