the Excluded Liabilities. Notwithstanding anything to the contrary set forth herein, CII shall not indemnify Sky Chefs for Damages arising out of the gross negligence or willful misconduct of Sky Chefs. Sky Chefs hereby waives and releases any claims against CII for consequential or similar damages.
the Excluded Liabilities. Except for the Assumed Liabilities, and any obligations pursuant to this Agreement, Southern States shall not assume any obligation, payment or liability of Gold Xxxx of any kind, whether fixed, contingent, known, or unknown and whether existing as of the Closing or arising thereafter, and no Excluded Liabilities will be included in the Post Closing Statement of Net Current Asset Value even if required by GAAP. Without limiting the generality of the foregoing, and regardless of whether any of the foregoing may be disclosed to Southern States pursuant to Article VI hereof, or otherwise, or whether Southern States may have knowledge of the same, Southern States shall not be deemed to assume any liability, payment or obligation of Gold Xxxx arising out of or relating to: (a) any workers' compensation claims related to the operation of the Inputs Business prior to the Closing, or any other claims or liabilities relating to the employment by Gold Xxxx of persons prior to the Closing including but not limited to the claims and liabilities described in Section 14.3.2 hereof; (b) any actual or alleged tortious conduct of Gold Xxxx or any of its employees or agents; (c) any claim for products liability related to the operation of the Inputs Business prior to the Closing; (d) any claim for breach of warranty or contract versus Gold Xxxx related to the operation of the Inputs Business prior to the Closing; (e) any claim predicated on strict liability or any similar legal theory related to the operation of the Inputs Business prior to the Closing; (f) the violation of any law, ordinance or regulation in effect prior to the Closing related to the operation of the Inputs Business prior to the Closing but not related to any Pre-Closing Environmental Condition; (g) any business or business activities of Gold Xxxx which are not part of the Inputs Business; (h) any tax liabilities, except as otherwise expressly provided herein; (i) any liabilities under the Plans and Programs, accrued vacation, or sick pay; (j) any intercompany or intracompany liabilities or corporate charges; (k) any liability in any pending or threatened litigation, governmental proceeding, or workers compensation claim; (l) mortgage loans or any other indebtedness not listed as an Assumed Liability; (m) any liability arising out of or secured by an Excluded Asset; (n) any liabilities or obligations of Gold Xxxx under any collective bargaining agreements; (o) any liability or obligation that arises from a...
the Excluded Liabilities. To the extent that Discovery’s undertakings set forth in this Section 12.02 may be unenforceable, Discovery shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Oyster/FoundryCo Losses.
the Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume or be bound by any duties, responsibilities, obligations or Liabilities of Seller relating to Seller or arising out of the Acquired Assets, the Excluded Assets, the Deposits or the Branches, of any kind or nature and whether known, unknown, contingent or otherwise, other than the Assumed Liabilities (all such duties, responsibilities, obligations and Liabilities, other than the Assumed Liabilities, the “Excluded Liabilities”), including the following:
the Excluded Liabilities. Buyer Indemnitees shall not be entitled to seek indemnification from Seller until and unless the aggregate of all claims for indemnification is equal to or greater than $10,000 at which xxxx Xxxxxx'x indemnification liability shall be for such entire amount.
the Excluded Liabilities. To the extent that the Seller's undertakings set forth in this Section 9.02 may be unenforceable, the Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties.
the Excluded Liabilities. Notwithstanding any provision to the contrary contained in this Agreement, in no event shall Seller's total cumulative liability to Buyer, if any, for all claims of any kind resulting from Seller's breach of its representations, warranties or covenants contained in this Agreement, including but not limited to Seller's indemnification obligations hereunder, or otherwise arising from or relating to the subject matter of this Agreement, exceed the amount of the Purchase Price.
the Excluded Liabilities. (b) The Buyer shall indemnify, defend and hold harmless the Seller from and against any and all Indemnifiable Losses asserted against or suffered by the Seller relating to, resulting from or arising out of (i) any breach by the Buyer of any covenant or agreement of the Buyer contained in this Agreement or the Ancillary Agreements or (ii) the Assumed Liabilities.
the Excluded Liabilities. 12.2.2 Buyer agrees to give prompt notice to Seller of the allegation by any third party of the existence of any Losses, obligation, contract, other commitment or state of facts referred to in this Section 12.2, except that a failure to provide such prompt notice shall not be a defense against a claim for indemnity unless Seller can demonstrate it was materially prejudiced by the failure to provide such notice.
the Excluded Liabilities. 11.1.4 any Environmental Condition relevant to the operations of the Surgery Center, existing as of and/or prior to the Closing Date, even if not discovered until after the Closing Date;
