Excluded Obligation definition
Examples of Excluded Obligation in a sentence
Seller covenants and agrees to indemnify and hold harmless the Purchaser from and against any loss, claim, liability, obligation or expense (including reasonable attorneys' fees): (i) incurred or sustained by Purchaser on account of any misrepresentation or breach of any warranty, covenant, or agreement of Seller contained in this Agreement, or made in connection with this Agreement, or at Settlement; or (ii) incurred or sustained by Purchaser arising from Seller's failure to pay any Excluded Obligation.
Any failure by Sellers to pay any Excluded Obligation and Liabilities.
As set forth in Sections 9.2(d) and 9.2(b)(i) of the 1998 Purchase Agreement, such indemnification obligations shall not be subject to any De Minimis Amount, Threshold Amount or Indemnification Cap (as such terms are defined in the 1998 Agreement) and there shall be no limitation on the time for making a Claim for any Losses with respect to a 1998 Excluded Obligation.
Except for amounts payable to Edgemont Capital Partners, LP (which amounts shall be an Excluded Obligation), no liability for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Agreement or any transaction contemplated hereby has been incurred, or will be incurred, by BMR or CCT.
Sellers shall perform all Excluded Obligations and shall promptly reimburse Buyer for the reasonable out-of-pocket cost of performance actually incurred by Buyer in performing any Excluded Obligation the performance of which any Seller is legally obligated to provide but is not provided by Sellers.