Seller Indemnification. Subject to the limitations set forth in Section 12.4 hereof, Seller hereby agrees to defend, indemnify and hold Buyer and each of its Affiliates, and the officers, managers, directors, employees and agents thereof, harmless from and against any and all claims, judgments, causes of action, liabilities, obligations, guarantees, damages, losses, deficiencies, costs, penalties, interest and expenses, including without limitation, cost of investigation and defense, and reasonable attorneys’ fees and expenses, net of any collected insurance proceeds (collectively, “Losses”), arising out of, based upon, attributable to or resulting from (a) any breach of any representation, warranty, agreement or covenant on the part of Seller or the Company contained in or pursuant to this Agreement, (b) the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, or any Company Transaction Costs incurred as of immediately prior to the Closing Date (except to the extent already taken into account in the determination of the Final Purchase Price and, in each instance, without duplication) and (c) any Taxes allocated to Seller pursuant to Section 13.1 (except to the extent already taken into account in the determination of the Final Purchase Price). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAW.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Pipeline Partners Lp)
Seller Indemnification. Subject to the limitations set forth in Section 12.4 hereofThe Seller, Seller hereby agrees to defend, shall indemnify and hold Buyer and harmless the Purchaser and/or each of its Affiliatesdirectors, and the officers, managersagents, directorsemployees, employees advisers and agents thereof, harmless representatives from and against any and all claims, judgments, causes of action, liabilities, obligations, guarantees, damages, losses, deficienciesexpenses, costsclaims damages or liabilities of whatever nature, penalties, interest and expensesjoint or several, including without limitation, cost limitation reasonable costs of investigation and defense, and reasonable attorneys’ legal fees and expensesexpenses of legal counsel to which the Purchaser and/or each of its directors, net officers, agents, employees, advisers and representatives may become subject, which arise out of any collected insurance proceeds (collectively, “Losses”), arising out of, or are based upon, attributable to or resulting from :
(a) any breach representation or warranty of any representationthe Seller made herein not having been materially true, warranty, agreement or covenant on the part of Seller or the Company contained in or pursuant to this Agreement, complete and accurate when made;
(b) any covenant made herein by the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, or any Company Transaction Costs incurred as of immediately prior to the Closing Date (except to the extent already taken into account in the determination of the Final Purchase Price and, in each instance, without duplication) and Seller not having been complied with;
(c) any Taxes allocated liability for taxes including related liabilities, penalties, fines, additions and interest in respect of any taxable period ending on or prior to Seller pursuant to Section 13.1 this date;
(except d) any liability for labor claims filed after this date but related to the extent already taken into account in working period prior to the determination date of signature of this Agreement, by ex-employees of Xxxxxx.Xxx or by the employees that were transferred from Xxxxxx.Xxx to Mandic Internet, as a result of the Final spin-off of Xxxxxx.Xxx;
(e) any liability or obligation of Xxxxxx.Xxx or any other affiliate of IMPSAT, which was not transferred to Mandic Internet in view of the spin-off of Xxxxxx.Xxx;
(f) any liability or obligation arising out of the tangible and intangible assets transferred to Mandic Internet, as a result of the spin-off of Xxxxxx.Xxx;
(g) any liability or obligation attributed by Mandic Internet's clients, for services rendered before the signature of this Agreement;
(h) any liability or obligation attributed to the relevant parties of the Contracts signed by and transferred to Mandic Internet, related to the period prior to this Agreement; and
(i) Any liability or obligation arising from non-compliance of the obligations assumed by Xxxxxx.Xxx under Section 4.1.8 of this Agreement. Seller's obligations to indemnify for Purchaser's losses under this agreement shall accrue only if the aggregate amount of such losses exceeds one percent of the Purchase Price). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTSand then Seller shall be liable for all such losses, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAWincluding such initial one percent amount.
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Seller Indemnification. (a) Subject to the limitations set forth in Section 12.4 hereofthis ARTICLE 8, and as otherwise expressly set forth herein, Seller hereby agrees to defend, indemnify and hold Buyer and each Buyer’s Subsidiaries, Affiliates and Representatives (the “Buyer Indemnified Parties”) against and agrees to hold the Buyer Indemnified Parties harmless from any Loss incurred or suffered by the Buyer Indemnified Parties (regardless of its Affiliateswhether or not such Losses relate to any Third Party Claim) arising out of or related to:
(i) a Warranty Breach or Covenant Breach by Seller; and
(ii) any Taxes of Parent GPAA, GPAA, LDMA (and any respective Subsidiaries thereof), or any Taxes of Seller levied with respect to Parent GPAA, GPAA and LDMA (and any respective Subsidiaries thereof), attributable to Tax periods (or portions of Tax periods) ending on or before the Closing Date, and the officers, managers, directors, employees and agents thereof, harmless from and against any other Taxes including (i) any and all claimsincome Taxes and Taxes in the nature of income Taxes arising under Treas. Reg. Section 1.1502-6 (or any similar provision of state, judgmentslocal, causes or foreign law)) of action, liabilities, obligations, guarantees, damages, losses, deficiencies, costs, penalties, interest Seller (and expenses, including without limitation, cost any Subsidiaries of investigation Seller other than GPAA or LDMA or their Subsidiaries and defense, (ii) any and reasonable attorneys’ fees and expenses, net all Taxes of any collected insurance proceeds person imposed on Buyer, GPAA or LDMA (collectively, “Losses”), arising out of, based upon, attributable to and any of their respective subsidiaries) as a transferee or resulting from (a) any breach of any representation, warranty, agreement or covenant on the part of Seller or the Company contained in successor by contract or pursuant to this Agreementany law, rule or regulation attributable to Tax Periods (bor portions thereof) the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, ending on or any Company Transaction Costs incurred as of immediately prior to the Closing Date Date.
(except b) Notwithstanding anything herein to the extent already taken into account contrary and subject to the limitations set forth in this ARTICLE 8, Seller shall have no liability with respect to indemnification under this Agreement due to a Warranty Breach or Covenant Breach until the determination aggregate amount of Losses incurred by the Final Purchase Price and, in each instance, without duplication) and Buyer Indemnified Parties due to a Warranty Breach or Covenant Breach by Seller exceeds $25,000.
(c) Except as expressly provided in the last sentence of this Section 8.3(c), notwithstanding anything herein to the contrary, Seller’s liability for Losses (including Seller’s reasonable costs of defending any Taxes allocated to Seller Third Party Claim pursuant to Section 13.1 (except to the extent already taken into account 8.4) under Sections 8.3(a)(i)-(ii) shall not exceed, individually or in the determination of aggregate, One Million Seven Hundred Thousand Dollars ($1,700,000) (the Final Purchase Price“Cap”). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAW.
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Seller Indemnification. Subject to the limitations set forth in Section 12.4 hereof, Seller hereby jointly and severally agrees to defend, indemnify and hold harmless Buyer and each of its Affiliatesdirectors, and the officers, employees, agents and managers, directors, employees and agents thereof, harmless from and against any and all losses, claims, judgments, causes of action, liabilities, obligations, guaranteesdeficiencies, damagesassessments, losses, deficienciesfines, costs, penaltiesand damages (including, interest and expenses, including without limitation, cost of investigation and defenseinterest, penalties, reasonable legal fees and reasonable attorneys’ fees and expensesaccounting fees), net of any collected insurance proceeds (collectively, “Losses”"Damages"), resulting from, arising out of, based upon, attributable to from or resulting from relating to:
(ai) any breach of any representationdebts, warranty, agreement liabilities or covenant on the part obligations of Seller or the Company contained in Business, whether known or pursuant unknown, now existing or hereafter arising of whatsoever nature or character, whether absolute or contingent, liquidated or disputed, relating to this Agreement, (b) the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, matters arising on or any Company Transaction Costs incurred as of immediately prior to before the Closing Date other than the Assumed Liabilities, with all such liabilities other than the Assumed Liabilities being collectively referred to as the "Excluded Liabilities";
(ii) any employees or assets not being transferred to Buyer or any Eligible Employees who accept employment with Buyer and make a claim regarding actions occurring while employed by Seller (other than in respect of accrued vacation days but not used during 2004);
(iii) any misrepresentation, inaccuracy or breach of any warranty or representation by Seller (or other parties not affiliated with Buyer) in this Agreement or the Ancillary Agreements to which it is a party;
(iv) any failure of Seller to perform any covenant or agreement in this Agreement or any Ancillary Agreement to which it is a party in a timely manner and the failure of which remains uncured for a period of thirty (30) days after receipt of written notice from Buyer setting forth in reasonable detail the nature of such failure; or
(v) Seller's failure to comply with applicable bulk sales or bulk transfer laws in connection with the Transactions, except to the extent already taken into account in resulting from, arising out of or with respect to Buyer's obligation to pay or discharge the determination of the Final Purchase Price and, in each instance, without duplication) and (c) any Taxes allocated to Seller pursuant to Section 13.1 (except to the extent already taken into account in the determination of the Final Purchase Price). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAWAssumed Liabilities.
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Seller Indemnification. Subject to the limitations set forth in Section 12.4 hereof, Seller hereby jointly and severally agrees to defend, indemnify and hold harmless Buyer and each of its Affiliatesdirectors, and the officers, managersemployees, directorsagents, employees managers and agents thereof, harmless successors from and against any and all losses, claims, judgments, causes of action, liabilities, obligations, guaranteesdeficiencies, damagesassessments, losses, deficienciesfines, costs, penaltiesand damages (including, interest and expenses, including without limitation, cost of investigation and defenseinterest, penalties, reasonable legal fees and reasonable attorneys’ fees and expensesaccounting fees), net of any collected insurance proceeds (collectively, “Losses”"Damages"), resulting from, arising out of, based upon, attributable to from or resulting from relating to:
(ai) any debts, liabilities or obligations of Optimal or the Business, whether known or unknown, now existing or hereafter arising of whatsoever nature or character, whether absolute or contingent, liquidated or disputed, relating to any matters listed in Schedule 10(A)(i) of the Disclosure Schedule and any matters arising on or before the Closing Date other than the Assumed Liabilities, with all such liabilities other than the Assumed Liabilities being collectively referred to as the "Excluded Liabilities";
(ii) any employees or assets not being transferred to Buyer or (b) any Eligible Employees who accept employment with Buyer and make a claim regarding actions occurring while employed by Seller (other than in respect of accrued vacation days but not used during 2004);
(iii) any misrepresentation, inaccuracy or breach of any representation, warranty, agreement warranty or covenant on representation by Seller (or other parties not affiliated with Buyer) in this Agreement or the part Ancillary Agreements to which it is a party;
(iv) any failure of Seller to perform any covenant or the Company contained agreement in or pursuant to this Agreement, (b) the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, or any Company Transaction Costs incurred as Ancillary Agreement to which it is a party in a timely manner and the failure of immediately prior which remains uncured for a period of thirty (30) days after receipt of written notice from Buyer setting forth in reasonable detail the nature of such failure; or
(v) Seller's failure to comply with applicable bulk sales or bulk transfer laws in connection with the Closing Date (Transactions, except to the extent already taken into account in resulting from, arising out of or with respect to Buyer's obligation to pay or discharge the determination of the Final Purchase Price and, in each instance, without duplication) and (c) any Taxes allocated to Seller pursuant to Section 13.1 (except to the extent already taken into account in the determination of the Final Purchase Price). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAWAssumed Liabilities.
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Seller Indemnification. Subject to (a) Except as otherwise provided in this Article 11, and in Article 7 and Sections 5.2 and 12.8, the limitations set forth in Section 12.4 hereof, Seller hereby agrees to defend, will indemnify and hold reimburse the Buyer and each of its Affiliates, and the officers, managers, directors, employees and agents thereof, harmless from and against for any and all claims, judgments, causes of actionlosses, liabilities, obligations, guarantees, damages, losses, deficiencies, costs, penalties, interest fines, costs and expenses, expenses (including without limitation, cost of investigation and defense, and reasonable attorneys’ ' fees and expenses, net of any collected insurance proceeds court costs) (collectively, “"Losses”") incurred by the Buyer and its Affiliates and their successors or assigns, and their respective directors, officers, employees, consultants and agents (the "Buyer Protected Parties"), as a result of, with respect to, or arising out of:
(i) except as to Sections 3.1, based upon3.2 and 3.7, attributable to any breach or resulting from inaccuracy of any representation or warranty of the Seller set forth in this Agreement;
(aii) any breach of, or noncompliance by the Seller with, any covenant or agreement of any representation, warranty, agreement or covenant on the part of Seller or the Company contained in or pursuant this Agreement to this Agreement, be performed after the Closing;
(biii) the Credit Agreement Indebtedness Amount, Excluded Assets;
(iv) any Company Debt liabilities or obligations for which Seller has assumed responsibility under Article 7 hereof;
(v) those matters set forth in Section 11.8(i);
(vi) any of the type referred to in clause Excluded Liabilities;
(avii) ownership of the definition thereof, Assets or any Company Transaction Costs incurred as operation of immediately the Business prior to the Closing Date (except with respect to any Environmental liability for which Seller's indemnifiable shall be limited to the extent already taken into account period of Seller's ownership of the Assets or operation of the Business prior to the Closing Date); provided, however, that Seller has no obligation to indemnify Buyer for any Loss arising from, with respect to, or resulting from any matters or information disclosed to Buyer in this Agreement or the Schedules to this Agreement; and
(viii) any breach or inaccuracy of any representation or warranty of Seller set forth on Sections 3.1, 3.2 and 3.7.
(b) Notwithstanding anything in the determination of foregoing to the Final Purchase Price andcontrary, in each instance, without duplicationsubject to Section 11.3(b) (Time to Assert Claims) and Section 11.4 (cDeductible), Seller's obligation for indemnity under Section 11.1(i) and Section 11.1(vii) shall be only for one-half of any Taxes allocated Losses up to a maximum liability for Seller of $5,000,000 (which is Seller's maximum obligation pursuant to Section 13.1 (except such Sections in respect of Buyer's Losses in an aggregate amount of $10,000,000); provided however that such limitation shall not apply to the extent already taken into account Seller's obligation to indemnify Buyer under Sections 5.8, 11.1(iii), 11.1(iv), 11.1(v), 11.1(vi), 11.1(viii), 11.8, 12.8 and Article 7 or in the determination respect of the Final Purchase Price). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAWSeller's fraud or willful breaches or misconduct.
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Seller Indemnification. Subject to the limitations set forth in Section 12.4 hereof, Seller hereby agrees to defend, indemnify and hold Buyer and each of its Affiliates, and the officers, managers, directors, employees and agents thereof, harmless from and against any and all claims, judgments, causes of action, liabilities, obligations, guarantees, damages, losses, deficiencies, costs, penalties, interest and expenses, including without limitation, cost of investigation and defense, and reasonable attorneys’ fees and expenses, net of any collected insurance proceeds (collectively, “Losses”), arising out of, based upon, attributable to or resulting from (a) any breach of any representation, warranty, agreement or covenant on the part of Seller or the Company contained in or pursuant to this Agreement, (b) the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, or any Company Transaction Costs incurred as of immediately prior to the Closing Date (except Except to the extent already taken into account in the determination calculation of Final Working Capital, from and after the Closing Date, the Seller shall hold harmless and indemnify each of the Final Purchase Price andBuyer Indemnitees from and against any Losses suffered or incurred by any of the Buyer Indemnitees arising out of, involving, relating to, connected with, or otherwise in each instance, respect of: (i) any inaccuracy in or breach of any Specified Representation; (ii) without duplication) , Taxes imposed on the Company or any Company Subsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, for any Pre-Closing Taxable Period; and (ciii) the items of Tax disclosed on Schedule 7.12(j); provided that, notwithstanding anything in this Agreement to the contrary, (w) the Seller shall not have any Taxes allocated to Seller indemnification obligation pursuant to clause (i) or clause (ii) of this Section 13.1 (except 7.12(j) in respect of Losses described in such clauses to the extent already taken into account such Losses are in the determination respect of the Final Purchase PriceTaxes described in clause (iii) of this Section 7.12(j). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE the Seller shall not have any indemnification obligation in respect of Losses arising under clause (INCLUDING SOLE NEGLIGENCEi) of this Section 7.12(j), SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEEto the extent such Losses are recoverable under the Representations and Warranties Insurance Policy or any amended or replacement policy with such Losses deemed as if such Losses are the last Losses submitted and resolved under the Representations and Warranties Insurance Policy or any amended or replacement policy, (y) STRICT LIABILITY OR the Seller shall not have any indemnification obligation in respect of Losses for Taxes described in clause (ii) of this Section 7.12(j) to the extent such Losses also arise under clause (i) of this Section 7.12(j) (even if such Losses are recoverable under the Representations and Warranties Insurance Policy or any amended or replacement policy) and (z) ANY VIOLATION OF ANY LAWthe Seller shall not have any indemnification obligation in respect of Losses attributable to Taxes relating to any taxable period (or portion thereof) after the Reference Date, RULEother than in respect of Taxes of the Seller or any of its Affiliates (other than the Company or any Company Subsidiary) for any Pre-Closing Taxable Period (the “Post-Reference Date Taxes”). For the avoidance of doubt, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETSthe Seller’s obligations under any of clause (i), INCLUDING ENVIRONMENTAL LAWclause (ii) or clause (iii) of this Section 7.12(j) shall not be reduced by the Deductible or by the application of a retention amount pursuant to the Representations and Warranties Insurance Policy. Notwithstanding any other provision of this Agreement, in no event shall the Seller’s aggregate liability under this Section 7.12(j) exceed the amount equal to (i) $350 million minus (ii) all amounts paid or payable by the Seller or the Guarantor under Article 11. The parties agree that for purposes of this Section 7.12(j), Losses (or any portion thereof) that are not explicitly excluded from coverage under the Representations and Warranties Insurance Policy or any amended or replacement policy are recoverable until the Buyer Indemnitees shall have expended commercially reasonable efforts to recover such Losses under the Representations and Warranties Insurance Policy or any amended or replacement policy, and it has been finally determined that the claim in respect of such Losses (or any portion thereof) has been denied.
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