Seller or Buyer as the case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.5(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.5(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the date that the previously unavailable actual figures become available. Seller and Buyer shall furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made pursuant to this Section 3.5. Notwithstanding anything to the contrary herein, no proration shall be made under this Section 3.5 with respect to (i) real property Tax refunds that are Excluded Assets under Section 2.2(h) or (ii) Taxes payable by Buyer pursuant to Section 6.5(a).
Seller or Buyer. Umicore Group: a group of companies affiliated by persons or capital, in which Umicore (société anonyme) with its registered office in Brussels, Belgium, is a parent company.
Seller or Buyer. All rights and obligations created by this Agreement are solely between the parties.
Seller or Buyer as the case may be, shall, and shall cause each of their Affiliates and Representatives to, cooperate fully with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the Consent of any Indemnified Party; provided that the Indemnifying Party shall (i) pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (ii) not encumber any material asset of any Indemnified Party or agree to any restriction or condition that would materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. For any Third Party Claim with respect to which the Indemnifying Party is not the Controlling Party, the Indemnified Party shall be required to obtain the prior written Consent of the Indemnifying Party prior to consenting to a settlement of, or the entry of a judgment arising from, such Third Party Claim, unless the Indemnified Party has waived all rights to indemnification from the Indemnifying Party hereunder.
Seller or Buyer. Permitted Encumbrances: (a) Lateral Documents; (b) any (i) undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to maintenance, development or operation of the Laterals and are not more than 60 days past due, and (ii) materialmen's, mechanics', repairmen's, employees', contractors', operators' or other similar liens or charges for amounts arising in the ordinary course of business securing amounts not more than 60 days past due; (c) any liens for taxes and assessments not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business; (d) any obligations or duties affecting the Laterals to any governmental authority with respect to any franchise, grant, license or permit, and all applicable laws, rules, regulations and orders of any governmental authority; (e) preferential rights to purchase or similar agreements listed on Section 3.2.6 of the Disclosure Statement; (f) required third party consents to assignments or similar agreements listed on Section 3.2.1 of the Disclosure Statement (g) all rights to consent by, required notices to, filings with or other actions by governmental entities in connection with the sale or conveyance of the Laterals or interests therein; and (h) all other encumbrances on and exceptions that are not substantial in amount and that do not substantially impair or adversely affect the use of any Lateral as it is currently used or the value of any such Lateral.
Seller or Buyer as the case may be, shall, and shall cause each of its Affiliates and Representatives to, cooperate fully with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of any Third-Party Claim. Without limiting the generality of the foregoing, from and after the delivery of a notice of a claim for indemnification with respect to a Third-Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its Representatives reasonable access, during normal business hours, to the books, records, personnel and properties of the Indemnified Party to the extent reasonably related to such Third-Party Claim at the Indemnifying Party’s expense. If the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding after notifying the Indemnified Party of its assumption of the defense and investigation of such Third-Party Claim, the Indemnified Party may assume such defense, and the reasonable fees of its attorneys and other advisors will be covered by the indemnity provided for in this Article XIII upon determination of the Indemnifying Party’s indemnity obligations. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or discharge any pending or threatened Third-Party Claim or consent to a settlement of, or the entry of any judgment arising from, any pending or threatened Third-Party Claim unless (i) such settlement provides only for the payment of monetary damages (and does not impose any injunctive relief or otherwise impose any conditions or restrictions on the applicable Indemnified Party) and does not involve any finding or admission of any violation of Law on the part of the Indemnified Party, (ii) the Indemnifying Party pays or causes to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (other than as contemplated by Section 13.01(b) or Section 13.02(b)), (iii) such settlement does not encumber any of the material assets of any Indemnified Party or agree to any restriction or condition that would materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and (iv) the Indemnifying Party obtains, as a condition of any settlement or other resolution, a complete and unconditional release of each Indem...
Seller or Buyer as the case maybe, shall have no liability under Sections 9.1 (a)(i) and 9.1 (b)(i) for breaches of representations and warranties under Articles 4 and 5 of this Agreement, respectively, unless the aggregate amount of the damages and losses to Seller or Buyer from all claims finally determined to arise under Article 4 and 5, respectively, exceed an amount equal to $750,000 and, in such event, Seller and Buyer shall be required to pay only the amount by which such aggregate amount of claims exceeds said amount in the aggregate; provided, further, that in no event shall the amount of Seller's aggregate liability under this Section 9 exceed the Purchase Price.
Seller or Buyer as the case may be, shall, and shall cause each of its Affiliates and Representatives to, cooperate fully with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party, provided that the Indemnifying Party shall (i) pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to
Seller or Buyer as the case may be, shall provide reimbursement for any Tax paid by one party all or a portion of which is the responsibility of the other party in accordance with the terms of this Section 8.2. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder.
Seller or Buyer. Subject to Section 21.1, by Seller or by Buyer if, at or before the Closing, any condition set forth herein for the benefit of the party seeking termination, shall not have been timely met and cannot be met by the non-termination party thereto or their permitted assigns on or before the Closing Date and has not been waived; PROVIDED, HOWEVER, that neither party, shall be entitled to terminate this Agreement pursuant to the foregoing provision if the failure of any condition set forth herein is caused, in whole or in part, by such parties, material breach of any covenant or agreement hereunder; or
