Retained Liability. Except as otherwise provided in this Agreement, Seller will retain all liabilities relating to any Retained Employee accruing prior to the Closing Date, including any long-term disability benefits of a Retained Employee who became disabled as defined under the terms of Seller’s long term disability policy on or prior to the Closing Date, but not including honoring rights to unused vacation during 2008 (including for carry over days from prior years) and liabilities for short-term disability benefits payable after the Closing Date, all of which vacation and short-term disability liabilities shall be assumed by Purchaser as of the Closing Date. Subject to the foregoing, Seller shall timely pay all Retained Employees’ accrued wages through the Closing Date.
Retained Liability provided, however, that Seller shall have no liability for Losses under clause (i) arising from a breach of a General Representation or the Tax Representation unless and until the aggregate amount of all Losses arising from such breaches asserted by Purchaser equals or exceeds $2,500,000 in which event Seller shall be liable for all such Losses; and provided, further, that, except with respect to Losses arising from a breach of the Title Representation, such indemnification shall be effective only with respect to claims written notice of which is received by Seller with respect to Losses arising under clause (i) above relating to General Representations (or, with respect to the Tax Representation, the date upon which the applicable statute of limitations expires) or clause (ii) above relating to Pre-Closing Covenants, no later than the date that is twelve (12) months from the Closing. Except as set forth in paragraph (b) below in, no event shall the Liability of Seller for Losses under clause (i) of this Section 10.01(a) arising out of breaches of the General Representations exceed, in the aggregate, fifty percent (50%) of the Purchase Price, (or, with respect to breaches of the Title Representation and the covenants contained in Sections 1.01(a)(i) and 1.05 exceed, in the aggregate, the Purchase Price).
Retained Liability. Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.
Retained Liability. Subject to the other Sections of this Article VI, Purchaser shall indemnify the Seller Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from or, arising out of (i) any breach of a representation or warranty on the part of Purchaser contained in this Agreement, (ii) any nonfulfillment of or failure to perform any covenant or agreement on the part of Purchaser contained in this Agreement, or (iii)
Retained Liability. EMSC acknowledges that it continues to be liable for all of the obligations of Purchaser under the Purchase Agreement. This Assignment shall be deemed to be effective concurrently with the consummation of the initial public offering of common stock by Emergency Medical Services Corporation which is being effected on the date hereof.
Retained Liability. For purposes of determining the Buyer's and Weatxxxxxxx'x xxxht to indemnification for a misrepresentation or breach of warranty made by the Shareholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualification.
Retained Liability. Notwithstanding the foregoing, the Seller and the Shareholder shall not be liable under clause (a) of this Section 8.1 with respect to a misrepresentation or breach of warranty unless and until the aggregate amount of any Buyer Losses for which Buyer and Weatxxxxxxx xxx entitled to indemnification pursuant to such clause from all such Persons exceeds $10,000; provided, however, (i) liability under clause (b) of this Section 8.1 shall not be so limited and (ii) liability under clause (a) of this Section 8.1 shall not be so limited if such Buyer Losses arise from a breach of any of the representations set forth in Sections 2.1, 2.2, 2.4, 2.6, 2.8, 2.9 or 2.
Retained Liability. MAP shall retain all liabilities under any agreement assigned pursuant to Sections 6.3 or 6.4 (a) arising prior to the effective date of assignment, including any liability relating to Licensed Products or intermediates thereof Manufactured or supplied or contracted for pursuant to such agreements prior to the effective date of assignment, or (b) arising after the effective date of assignment but that relate to any breach of or performance under such contract prior to the effective date of assignment.
Retained Liability. FZCO will retain all liability for any claims against the Internet Portal and will reimburse ZIWIRA for any losses, damages, costs, and expenses relating to the claim incurred by ZIWIRA after the Closing.
Retained Liability. For purposes of determining Weatxxxxxxx'x xxx Sub's right to indemnification for a misrepresentation or breach of warranty made by the Shareholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualification, it being understood that the threshold provided in Section 9.7 hereof, to the extent applicable, is intended to be the only materiality qualification for purposes of indemnification. Except for the immediately preceding sentence, this Section 9.1 does not apply to or cover Environmental Losses or Environmental Liabilities. The indemnity obligation of the Shareholders with respect to Environmental Losses is governed by Section 9.9 hereof.
