the Excluded Liabilities. Notwithstanding anything to the contrary set forth herein, CII shall not indemnify Sky Chefs for Damages arising out of the gross negligence or willful misconduct of Sky Chefs. Sky Chefs hereby waives and releases any claims against CII for consequential or similar damages.
the Excluded Liabilities. To the extent that Discovery’s undertakings set forth in this Section 12.02 may be unenforceable, Discovery shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Oyster/FoundryCo Losses.
the Excluded Liabilities. Except for the Assumed Liabilities, and any obligations pursuant to this Agreement, Southern States shall not assume any obligation, payment or liability of Gold Xxxx of any kind, whether fixed, contingent, known, or unknown and whether existing as of the Closing or arising thereafter, and no Excluded Liabilities will be included in the Post Closing Statement of Net Current Asset Value even if required by GAAP. Without limiting the generality of the foregoing, and regardless of whether any of the foregoing may be disclosed to Southern States pursuant to Article VI hereof, or otherwise, or whether Southern States may have knowledge of the same, Southern States shall not be deemed to assume any liability, payment or obligation of Gold Xxxx arising out of or relating to: (a) any workers' compensation claims related to the operation of the Inputs Business prior to the Closing, or any other claims or liabilities relating to the employment by Gold Xxxx of persons prior to the Closing including but not limited to the claims and liabilities described in Section 14.3.2 hereof; (b) any actual or alleged tortious conduct of Gold Xxxx or any of its employees or agents; (c) any claim for products liability related to the operation of the Inputs Business prior to the Closing; (d) any claim for breach of warranty or contract versus Gold Xxxx related to the operation of the Inputs Business prior to the Closing; (e) any claim predicated on strict liability or any similar legal theory related to the operation of the Inputs Business prior to the Closing; (f) the violation of any law, ordinance or regulation in effect prior to the Closing related to the operation of the Inputs Business prior to the Closing but not related to any Pre-Closing Environmental Condition; (g) any business or business activities of Gold Xxxx which are not part of the Inputs Business; (h) any tax liabilities, except as otherwise expressly provided herein; (i) any liabilities under the Plans and Programs, accrued vacation, or sick pay; (j) any intercompany or intracompany liabilities or corporate charges; (k) any liability in any pending or threatened litigation, governmental proceeding, or workers compensation claim; (l) mortgage loans or any other indebtedness not listed as an Assumed Liability; (m) any liability arising out of or secured by an Excluded Asset; (n) any liabilities or obligations of Gold Xxxx under any collective bargaining agreements; (o) any liability or obligation that arises from a...
the Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not assume or be bound by any duties, responsibilities, obligations or Liabilities of Seller relating to Seller or arising out of the Acquired Assets, the Excluded Assets, the Deposits or the Branches, of any kind or nature and whether known, unknown, contingent or otherwise, other than the Assumed Liabilities (all such duties, responsibilities, obligations and Liabilities, other than the Assumed Liabilities, the “Excluded Liabilities”), including the following:
(i) any (A) Taxes imposed on Seller for any period, (B) Taxes imposed with respect to the Acquired Assets or the Deposits, or the operation of the Acquired Branches, for any Pre-Closing Tax Period, (C) Transfer Taxes to the extent of the amount allocated to Seller pursuant to Section 2.4(f) hereof, and (D) Taxes imposed on Buyer or any of its Affiliates as a successor or transferee of Seller (collectively, the “Seller Taxes”);
(ii) subject to the provisions of Section 2.1(c)(iv) and Section 11.4(d) hereof, all Liabilities (A) imposed on Buyer with respect to or in respect of the Real Estate Interests arising under any Environmental Law to the extent arising out of or relating to any release, violation of Applicable Law, event, condition, action, omission or other circumstance attributable to any period on or prior to the Closing Date, including any claims, penalties, remediation costs, Liabilities arising from the emission, discharge release or disposal of any Hazardous Materials into the air, ground or water or the presence of any Hazardous Materials on, at or in any Branches or any real property included in the Acquired Assets, and (B) without limiting the provisions of clause (A) above, all Liabilities imposed on Buyer with respect to or in respect of the Real Estate Interests arising out of any underground storage tank located in, or asbestos located in any building upon, any Real Estate Interests at anytime on or prior to the Closing Date, whether or not such Liability shall arise prior to or after the Closing Date, including, without limitation, in the case of each of clause (A) and clause (B), all such Liabilities arising out of any environmental event or condition disclosed on Schedules 4.9(a) and 4.9(g) hereof or in the documents (or the attachments to the documents) referenced on Schedules 4.9(a) and 4.9(g) hereof; provided, however, that (1) Seller shall not be responsible for any Liabilities under this cla...
the Excluded Liabilities. Buyer Indemnitees shall not be entitled to seek indemnification from Seller until and unless the aggregate of all claims for indemnification is equal to or greater than $10,000 at which xxxx Xxxxxx'x indemnification liability shall be for such entire amount.
the Excluded Liabilities. To the extent that Seller's undertakings set forth in this Section 8.2 may be declared or held to be unenforceable under applicable Law, Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by any Buyer Indemnified Party for which Seller is obligated to provide indemnification hereunder.
the Excluded Liabilities all Losses, debts, obligations and liabilities arising from the carrying on of the Businesses prior to Completion unless specifically assumed by the Buyer pursuant to this agreement;
the Excluded Liabilities. This indemnification obligation shall also apply to claims directly by Buyer against the Seller as well as to third party claims.
the Excluded Liabilities. To the extent that the Sellers' undertakings set forth in this Section 7.02 may be unenforceable, the Sellers shall jointly and severally contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the Buyer. The amount of any indemnification payments required to be made hereunder shall first be paid from the Escrowed Cash, to the extent such Escrowed Cash is then available for distribution under the Escrow Agreement, and to the extent the aggregate indemnification payments exceed the amount of Escrowed Cash, then be paid in cash in immediately available funds to the Buyer promptly after the determination thereof.
the Excluded Liabilities any Environmental Condition relevant to the operations of the Surgery Center, existing as of and/or prior to the Closing Date, even if not discovered until after the Closing Date;
