the Assumed Liabilities the operation of the System subsequent to the Adjustment Time; and
the Assumed Liabilities. Except for Seller’s termination rights under Articles 9 and 11 of this Agreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Seller's and Seller Group’s exclusive remedies for Buyer's Breaches. Buyer's indemnities under Sections 10.03(e) and (f) are subject and subordinate to any claims for indemnity that Buyer may have against Seller pursuant to Section 10.02(a) or 10.02(b). Buyer’s obligations under Sections 10.03(e) and (f) are not intended to cover, and shall not release Seller Group from, any obligations and responsibilities that any member of Seller Group may have as owner of the Excluded Assets from and after the Effective Time.
the Assumed Liabilities. To the extent that the Purchaser's undertakings set forth in this Section 8.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.
the Assumed Liabilities. Notwithstanding any other provisions in this Agreement, the remedies provided for in this ARTICLE 8 shall constitute Seller’s sole and exclusive remedy for any post-Closing claims made in connection with this Agreement, except for the actual fraud of either Buyer. Furthermore, the sole monetary remedies for a claim that Buyer failed to timely consummate the Closing as described in Section 9.3 shall be as provided for in Section 9.3 and not this ARTICLE 8.
the Assumed Liabilities. The "Assumed Liabilities" shall mean the following obligations and liabilities of Gold Xxxx relating solely to the Inputs Business:
the Assumed Liabilities. The Parties acknowledge and agree that if this Agreement is terminated for any reason, the provisions of Section 7.2 and Section 10.2 shall be the sole and exclusive remedies of the Parties for any breach of the representations, warranties, covenants or agreements contained herein.
the Assumed Liabilities. Subject to the terms and conditions of this Agreement, the Initial Cash Payment shall be paid by Buyer on the Closing Date by wire transfer of immediately available funds to the account designated by Seller in writing at least two (2) Business Days prior to the Closing Date.
the Assumed Liabilities. Subject to the terms and conditions hereof, from and after the Effective Time, Seller will transfer to Buyer, and Buyer shall assume, pay, perform and discharge and indemnify Seller in accordance with Article 11 hereof with respect to, the following (and only the following) obligations and liabilities of Seller to the extent required to be paid, performed, satisfied or discharged from and after the Effective Time (collectively, the “Assumed Liabilities”):
(i) all of Seller’s obligations and liabilities with respect to the Acquired Contracts and the Acquired Leases, other than any Pre-Closing Event Liability relating to or in respect of such Acquired Contracts or Acquired Leases;
(ii) all of Seller’s obligations and liabilities with respect to the Deposits, other than any Pre-Closing Event Liability relating to or in respect of such Deposits;
(iii) all of Seller’s obligations and liabilities with respect to the Commitments, other than any Pre-Closing Event Liability relating to or in respect of such Commitments; and
(iv) in the event that the Phase I Environmental and Hazardous Materials Assessment or Phase II Environmental Assessment with respect to a single Branch confirms the existence of a condition in violation of applicable Environmental Laws, the presence of asbestos, or the presence of any other Hazardous Materials in excess of industrial/commercial remediation standards and such condition was not disclosed or identified on Schedule 4.9(a) or 4.9(g) or in the documents (or attachments to the documents) referenced on Schedule 4.9(a) or 4.9(g), the remediation costs of up to $25,000 for all Real Estate Interests relating to such single Branch, as contemplated by Section 6.15 hereof.
the Assumed Liabilities. For the sole purpose of Section 9.3(a)(i), Buyer shall be deemed to have made the representations and warranties in Article 4 without any qualifications or exceptions as to the presence or absence of, or resulting in or having or being reasonably likely to result in, or not resulting in or having or being reasonably likely to have, as the case may be, a Buyer Material Adverse Effect. Seller shall give Buyer prompt written notice of any third party claim (which in any event shall be within thirty (30) days of receiving such claim) which may give rise to any indemnity obligation under this Section 9.3(a), together with the estimated amount of such claim, and Buyer shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Seller within thirty (30) days of receipt of Seller's written notice; PROVIDED, HOWEVER, that Buyer's counsel shall be reasonably satisfactory to Seller. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Seller desires to participate in any such defense assumed by Buyer, it may do so at its sole cost and expense, and Buyer and its counsel shall give Seller and its counsel reasonable access to the relevant records and documents and employees of Buyer in connection therewith. If Buyer declines to assume any such defense, it shall be liable for all costs and expenses of defending such claim incurred by Seller, including reasonable fees and disbursements of counsel. Neither party shall, without the prior written consent of the other party, which consent shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other party or any Affiliate thereof or if such settlement or compromise does not include an irrevocable and unconditional release of the other party for any liability arising out of such claim or demand or any related claim or demand.
the Assumed Liabilities. Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 12.02(a)(i) unless (A) such Seller Indemnified Party has asserted a claim with respect...
