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. 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. 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 obli...
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. 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:
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. 7.3 Interest (where payable) will continue to accrue at the rate specified pursuant to Clause 3 on any amount which does not become payable under this Clause 7.
the Excluded Liabilities. 9.1.2 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. To the extent that the Seller's undertakings set forth in this Section 8.2 may be unenforceable, the 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 the Purchaser Indemnitees. (b) Notwithstanding anything to the contrary contained in this Agreement except as provided in Section 5.18(e), (i) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Seller arising out of or resulting from the causes enumerated in Section 8.2(a)(i), or in Section 8.2(a)(ii), shall be an amount equal to [***] and (ii) the Seller shall not be liable to indemnify the Purchaser Indemnitees for any indemnifiable Losses otherwise payable thereunder until such time as all such indemnifiable Losses shall aggregate to more [***] (the "Indemnification Threshold"), after which time the Seller shall be liable to indemnify the Purchaser Indemnitees for the entire amount of all Losses. The limitations on indemnification contained in this Section 8.2(b) shall not apply to claims for Losses based on fraud or other tortious conduct or the deliberate failure of the Seller to perform any post-Closing obligations to be performed by it hereunder.
the Excluded Liabilities. (b) Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective officers, directors, agents, employees, controlling Persons and successors and assigns from Costs arising from or attributable to:
