Allocation of Responsibilities and Indemnities. 8.1 OPPORTUNITY FOR REVIEW. EACH PARTY REPRESENTS THAT IT HAS HAD AN ADEQUATE OPPORTUNITY TO REVIEW ALL RELEASE, INDEMNITY AND DEFENSE PROVISIONS IN THIS AGREEMENT, INCLUDING THE OPPORTUNITY TO SUBMIT THE SAME TO LEGAL COUNSEL FOR REVIEW AND ADVICE. BASED ON THE FOREGOING REPRESENTATION, THE PARTIES AGREE TO THE PROVISIONS SET FORTH BELOW.
8.2 SELLER'S INDEMNITY WITH RESPECT TO RETAINED LITIGATION. SELLER RETAINS SOLE RESPONSIBILITY AND LIABILITY FOR THE LITIGATION AND CLAIMS SET FORTH IN EXHIBIT "C" TO THE EXTENT (AND ONLY TO THE EXTENT) SUCH LITIGATION AND CLAIMS RELATE TO THE PERIOD PRIOR TO THE EFFECTIVE TIME, AND SELLER RELEASES BUYER GROUP FROM AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD BUYER GROUP HARMLESS FROM AND AGAINST ALL CLAIMS TO THE EXTENT RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, SUCH LITIGATION AND CLAIMS.
8.3 SELLER'S NON-ENVIRONMENTAL INDEMNITY OBLIGATION. SELLER RELEASES BUYER GROUP FROM AND, SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT, SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD BUYER GROUP HARMLESS FROM AND AGAINST THE FOLLOWING:
(i) CLAIMS FOR INJURY OR DEATH TO ANY PERSON TO THE EXTENT RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, SELLER'S OR SELLER'S AFFILIATES' OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF PRIOR TO THE EFFECTIVE TIME, OF WHICH BUYER PROVIDES SELLER NOTICE IN ACCORDANCE WITH ARTICLE 8.7 WITHIN THREE YEARS AFTER THE CLOSING DATE, (OR, IF BUYER RECEIVES NOTICE OF SUCH CLAIM WITHIN THE LAST THIRTY (30) DAYS OF SUCH PERIOD, WITHIN THIRTY (30) DAYS OF BUYER'S RECEIPT OF NOTICE);
(ii) CLAIMS THAT SELLER FAILED TO PAY ROYALTIES (INCLUDING OVERRIDING ROYALTIES) TO THE EXTENT RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, SELLER'S OR SELLER'S AFFILIATES' OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF PRIOR TO THE EFFECTIVE TIME, OF WHICH BUYER PROVIDES SELLER NOTICE IN ACCORDANCE WITH ARTICLE 8.7 WITHIN THREE YEARS AFTER THE CLOSING DATE (OR, IF BUYER RECEIVES NOTICE OF SUCH CLAIM WITHIN THE LAST THIRTY (30) DAYS OF SUCH PERIOD, WITHIN THIRTY (30) DAYS OF BUYER'S RECEIPT OF NOTICE); AND
(iii) ALL OTHER NON-ENVIRONMENTAL CLAIMS TO THE EXTENT RELATING TO, ARISING OUT OF, OR CONNECTED WITH, DIRECTLY OR INDIRECTLY, SELLER'S OR SELLER'S AFFILIATES' OWNERSHIP OR OPERATION OF THE PROPERTIES OR ANY PART THEREOF PRIOR TO THE EFFECTIVE TIME, OF WHICH BUYER PROVIDES SELLER NOTICE IN ACCORDANCE WITH ARTICLE 8.7 WITH...
Allocation of Responsibilities and Indemnities. 8.1 Opportunity for Review. Each party represents that it has had an ---------------------- adequate opportunity to review the following indemnity and release provisions, including the opportunity to submit the same to legal counsel for review and comment. Based upon the foregoing representation, the parties agree to the provisions set forth below.
Allocation of Responsibilities and Indemnities. 8.1 Opportunity for Review. EACH PARTY REPRESENTS THAT IT HAS HAD AN ADEQUATE OPPORTUNITY TO REVIEW THE FOLLOWING INDEMNITY AND RELEASE PROVISIONS, INCLUDING THE OPPORTUNITY TO SUBMIT THE SAME TO LEGAL COUNSEL FOR REVIEW AND COMMENT. BASED UPON THE FOREGOING REPRESENTATION, THE PARTIES AGREE TO THE PROVISIONS SET FORTH BELOW.
Allocation of Responsibilities and Indemnities. 35 (A) SELLER EXISTING CONTRACT INDEMNITY OBLIGATION................ 35 (B) SELLER COVENANT INDEMNITY OBLIGATION......................... 35 (C) SELLER REPRESENTATION AND WARRANTY INDEMNITY OBLIGATION...... 35 (D) BUYER COVENANT INDEMNITY OBLIGATION.......................... 36 (E) BUYER REPRESENTATION AND WARRANTY INDEMNITY OBLIGATION....... 36 (F) BUYER GENERAL INDEMNITY OBLIGATION........................... 36 (G) NOTICE OF ASSERTED CLAIMS.................................... 36 (H) DEFENSE AND PAYMENT OF ASSERTED CLAIMS....................... 37 11. CLAIM LIMITATIONS.................................................. 37 (A) EXPRESS NEGLIGENCE........................................... 37 (B) SELLER THRESHOLDS AND DEDUCTIBLES............................ 37 (C) BUYER THRESHOLDS AND DEDUCTIBLES............................. 38 (D) EXCLUSIVE REMEDY............................................. 38 (E) NO WARRANTY AND DISCLAIMER................................... 38 (F) SELLER INDEMNITY LIMITATION.................................. 39 (G) BUYER REVIEW................................................. 39 12.
Allocation of Responsibilities and Indemnities. Effective upon the Closing and subject to Section 11 below, the following shall be applicable:
Allocation of Responsibilities and Indemnities. 10 3.1 Opportunity for Review 10
Allocation of Responsibilities and Indemnities. 25 6.1 Opportunity for Review............................................25 6.2 Sellers' Non-Environmental Indemnity Obligation...................25 6.3 Sellers' Environmental Indemnity Obligation.......................26 6.4
Allocation of Responsibilities and Indemnities. 18 4.1 Opportunity for Review ..........................................................................................18 4.2 Seller’s Indemnity Obligation ................................................................................18 4.3 Buyer’s Indemnity Obligation ................................................................................18 4.4 Threshold, Aggregate Threshold, Cap ...................................................................18 4.5
Allocation of Responsibilities and Indemnities. 24 8.1 Opportunity for Review................................................ 24 8.2 Seller's Indemnity With Respect to Retained Litigation................ 24 8.3 Seller's Non-Environmental Indemnity Obligation....................... 24 8.4 Seller's Environmental Indemnity Obligation........................... 25 8.5 Buyer's Non-Environmental Indemnity Obligation........................ 25 8.6 Buyer's Environmental Indemnity Obligation............................ 26
Allocation of Responsibilities and Indemnities