any Assumed Liability. Notwithstanding the foregoing, Buyer shall not be obligated to indemnify Sellers under this Agreement for Indemnifiable Losses until the Indemnifiable Losses exceed one percent (1%) of the Purchase Price, in which event Buyer shall be obligated to indemnity Buyer for all Indemnifiable Losses. The foregoing obligation of Buyer shall be subject to and limited by each of the qualifications set forth in Article 9.3 and 9.4.
any Assumed Liability. Notwithstanding the terms of any Transfer Documents, CB&I acknowledges and agrees the indemnification rights of Seller under this Section 8.2(b) relative to any Assumed Liability shall not be altered, modified, extinguished or otherwise impaired by reason of the sole assumption by CB&I Sub of any Assumed Liability under any Transfer Document.
any Assumed Liability. (b) Notwithstanding any other provision in this Agreement to the contrary, neither NMHC nor Purchaser shall be required to indemnify, defend or hold harmless any Seller Indemnified Party against or reimburse any Seller Indemnified Party for any Losses pursuant to Section 8.01(a) unless:
any Assumed Liability. Notwithstanding the foregoing, Buyer shall not be liable to indemnify any Seller Indemnitees against Damages arising under clause (i) above unless and until the aggregate amount of such Damages exceeds the Threshold Amount, whereupon the Seller Indemnitees shall be entitled to indemnification for the full amount of such Damages; provided,however, that Buyer’s maximum Liability to the Seller Indemnitees for all Damages arising under clause (i) above shall not exceed the Maximum Amount; provided, further, however, that the Threshold Amount and Maximum Amount shall not apply with respect to Damages arising out of any failure of the representations and warranties set forth in Sections 4.1 (Organization and Related Matters), 4.2(a) (Authority) and 4.3 (No Broker) to be true and correct, in which case Buyer’s maximum Liability to the Seller Indemnitees shall not exceed the Purchase Price. The limitations set forth in this Section 7.3 shall not apply in respect of any indemnification obligation arising out of or resulting from fraud or willful misrepresentation by Buyer. Notwithstanding anything herein to the contrary, for purposes of determining the amount of any Damages related to a breach of any representation or warranty made by Buyer in this Agreement, the representations and warranties made by Buyer in this Agreement shall be considered without regard to any “material,” “Material Adverse Effect” or any similar term or limitation contained therein. Section 7.4
any Assumed Liability. The obligations of the Purchaser under this Section 6.03(b)(iii) shall survive the Closing Date and continue in full force and effect subject only to any applicable statutes of limitations, subject to the limitations provided in Section 6.03(d); provided, however, the Adverse Consequences must be a direct result of a condition that arises after the Closing Date and relates to an action or failure to act on the part of the Purchaser.
any Assumed Liability. Buyer shall have no obligation to defend, indemnify, and hold Seller, any Seller Affiliate, or any Designated Shareholder harmless pursuant to this Section 10.2 with respect to any liability that is an Excluded Liability set forth in Section 2.2.
any Assumed Liability. 12.3.3 the failure of Seller to pay any ENS employees hired by Buyer for accrued sick leave, vacation and floating holidays upon termination of their employment with Seller to the extent such sick leave, vacation or floating holidays are Assumed Liabilities; and
any Assumed Liability. 12.1.5 use of Corporate Name, licenses and registration in the name of the Seller;
any Assumed Liability. Notwithstanding anything to the contrary in this Agreement or in any Ancillary Agreement, to the extent that any Seller Indemnified Party is indemnified by the Buyers for any Losses pursuant to any Ancillary Agreement, the Sellers shall not be entitled to indemnification from the Buyers for such Losses pursuant to this Section 8.3.
any Assumed Liability. 8.2.1.5. the conduct of the Business after the Closing Date.
