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 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.
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. Notwithstanding any other provision in this Agreement to the contrary, neither NMHC nor the 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)(i) unless:
any Assumed Liability. From and after the Closing, PGIO shall indemnify the IMA Indemnified Parties against and hold each IMA Indemnified Party harmless from any and all Losses suffered or incurred by any such IMA Indemnified Party arising from, relating to or otherwise in connection with any failure to perform any covenant or agreement of PGIO contained in this Agreement.
any Assumed Liability. The Purchaser shall not have any obligation to indemnify either Seller under this Section 7.3 until the Sellers, collectively, have suffered Indemnified Damages in excess of $25,000 (after which point the Purchaser will be obligated to indemnify the Sellers only from and against further such Indemnified Damages), and there will be an aggregate ceiling in an amount equal to $3,000,000 on the obligation of the Purchaser to indemnify the Sellers from and against Indemnified Damages under this Section 7.3.
any Assumed Liability. From and after the Closing, the Company shall indemnify the Unipath Indemnified Parties against and hold each Unipath Indemnified Party harmless from any and all Losses suffered or incurred by any such Unipath Indemnified Party arising from, relating to or otherwise in connection with any failure to perform any covenant or agreement of the Company contained in this Agreement.
any Assumed Liability. Subject to the limitations of Section 10.05 and without increasing the aggregate liability of Buyer or Parent hereunder, the Shareholders and Xxxxxxx X. Silver may recover, in the aggregate, 100% of any Losses.
any Assumed Liability the conduct of the Business after the Closing Date.
any Assumed Liability. Notwithstanding any other provision of this Agreement to the contrary: (i) Purchaser shall not 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 7.02(a)(i) and Section 7.02(a)(ii) until the aggregate amount of Seller Indemnified Parties’ Losses exceeds the Deductible Amount, after which Purchaser shall only be obligated for such aggregate Losses of Seller Indemnified Parties in excess of the Deductible Amount; and (ii) the cumulative indemnification obligation of Purchaser under Section 7.02(a)(i) shall in no event exceed $150,000.
