Residual Liabilities. Each of the parties to the Transfer Agreement acknowledges to the other party hereto that, as of the date of this Transfer Agreement, it has not made a claim against the other party to this Transfer Agreement for breach under the Agreement nor is any such claim pending.
Residual Liabilities. The Defaulting Member shall be solely responsible for, and shall indemnify, defend and hold harmless the Non-Defaulting Member and the Company from, all losses, liabilities, damages, costs, and/or expenses (including without limitation Costs of Litigation) incurred by the Company and/or the Non-Defaulting Member (“Residual Liabilities”) as a result of (i) any Event of Default by the Defaulting Member which has not been cured by the Closing Date; or (ii) the condition of title to the Defaulting Member’s Interest not being as required herein. Anything contained herein to the contrary notwithstanding, at the Non-Defaulting Member’s election, a reasonable amount not to exceed ten percent (10%) of the Default Price (the “Holdback Amount”) shall be held back from the Default Price for application to any Residual Liabilities that were not taken into account in the calculation of the Default Price. The Holdback Amount, to the extent not applied to the payment of Residual Liabilities, shall be released to the Defaulting Member eighteen (18) months following the Closing or sooner as reasonably determined by the Non-Defaulting Member; provided, however, that for potential Residual Liabilities as to which the Non-Defaulting Member has given the Defaulting Member written notice prior to the expiration of such eighteen (18) month or sooner period, the Holdback Amount shall be retained until all liabilities arising out of the potential Residual Liabilities described in such written notice have been satisfied.
Residual Liabilities. The parties to this Agreement agree for the avoidance of doubt that there are no residual liabilities arising under or in connection with the DTA, ESA, the Guarantee or any associated agreements and that all obligations under the DTA, ESA, the Guarantee or any associated agreements are to be regarded as fully discharged.
Residual Liabilities. 10.1 The Sellers jointly and severally undertake to the Buyer that they will discharge every Residual Liability which may from time to time arise and that they will, at the election of the Buyer, either indemnify:
(a) each Group Company against any Residual Liability of that Group Company; or Confidential treatment has been requested for portions of this Agreement. This Agreement omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.
(b) the Buyer against any reduction in the value of the Shares arising from any Residual Liability, which reduction shall be deemed to be equal to the amount of that Residual Liability and to arise when that Residual Liability arises.
10.2 The undertaking and indemnities given by clause 10.1 shall be construed as separate and independent and shall not be restricted one by the other except that any performance, discharge or payment by the Sellers in respect of a liability under the undertaking or under either indemnity shall pro tanto discharge any liability under any of the others arising out of the same subject matter so that neither the Buyer nor any Group Company shall be entitled to have performed or recover (whether under clause 10.1, any other provision of this Agreement or otherwise) any amount in respect of a Residual Liability, or otherwise obtain reimbursement or restitution, more than once in respect of the same liability.
