the Assumed Liabilities. To the extent that the Purchaser's undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser 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 Seller Indemnified Parties.
the Assumed Liabilities. 9.3.2 the operation of the System subsequent to the Adjustment Time; and
the Assumed Liabilities. Except for Seller’s termination rights under Articles 9 and 11 of this Agreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Seller's and Seller Group’s exclusive remedies for Buyer's Breaches. Buyer's indemnities under Sections 10.03(e) and (f) are subject and subordinate to any claims for indemnity that Buyer may have against Seller pursuant to Section 10.02(a) or 10.02(b). Buyer’s obligations under Sections 10.03(e) and (f) are not intended to cover, and shall not release Seller Group from, any obligations and responsibilities that any member of Seller Group may have as owner of the Excluded Assets from and after the Effective Time.
the Assumed Liabilities. Notwithstanding any other provisions in this Agreement, the remedies provided for in this ARTICLE 8 shall constitute Seller’s sole and exclusive remedy for any post-Closing claims made in connection with this Agreement, except for actual fraud of Buyer.
the Assumed Liabilities. The "Assumed Liabilities" shall mean ----------------------- the following obligations and liabilities of Gold Xxxx relating solely to the Inputs Business:
the Assumed Liabilities. The Parties acknowledge and agree that if this Agreement is terminated for any reason, the provisions of Section 7.2 and Section 10.2 shall be the sole and exclusive remedies of the Parties for any breach of the representations, warranties, covenants or agreements contained herein.
the Assumed Liabilities. Subject to the terms and conditions of this Agreement, the Initial Cash Payment shall be paid by Buyer on the Closing Date by wire transfer of immediately available funds to the account designated by Seller in writing at least two (2) Business Days prior to the Closing Date.
the Assumed Liabilities. Subject to the terms and conditions hereof, from and after the Effective Time, Seller will transfer to Buyer, and Buyer shall assume, pay, perform and discharge and indemnify Seller in accordance with Article 11 hereof with respect to, the following (and only the following) obligations and liabilities of Seller to the extent required to be paid, performed, satisfied or discharged from and after the Effective Time (collectively, the “Assumed Liabilities”):
the Assumed Liabilities. 11.2. Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 11.2 unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 11.1.
the Assumed Liabilities. The aggregate indemnification obligations for Losses under Section 11.1(a) shall not exceed $10,000,000. No claim for Losses arising out of any breach of the representations and warranties shall be made under Section 11.1(a) unless the aggregate amount of Losses for which claims are made under Section 11.1(a) exceeds $300,000 (“Purchaser’s Basket”), in which case the Seller Indemnified Persons shall be entitled to seek compensation for all Losses on a first dollar basis. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no obligation to provide indemnification pursuant to Section 11.1(a) (and no amount shall be deducted from the Purchaser’s Basket) with respect to any individual claim for indemnification by a Seller Indemnified Person except to the extent that the amount of indemnification to which Seller shall have become entitled under Section 11.1(a) shall exceed $5,000 (or $3,000 in the case of representations and warranties in the Transition Services Agreement), in which event all amounts with respect to such individual claim, including the first $5,000 (or $3,000 in the case of representations and warranties in the Transition Services Agreement), shall be applied against the Purchaser’s Basket. Any Losses for which any Seller Indemnified Person shall be entitled to be indemnified by or otherwise recover from the Purchaser under the terms of this Article XI or the Related Agreements shall be reduced to the extent those same Losses (arising or resulting from the same event(s) or circumstance(s)) have already been recovered by such Seller Indemnified Person under this Article XI or the Related Agreements, provided, that, nothing herein is intended to waive or limit a Seller Indemnified Person’s right to seek future indemnification for subsequent events or circumstances of a similar nature.
