the Retained Liabilities. The amount of any Buyer Damages shall be reduced by any amount actually received by a Buyer Indemnitee with respect thereto under any insurance coverage or from any other responsible party. Buyer Indemnitees shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from any responsible Person other than a party to this Agreement. If a Buyer Indemnitee receives an amount under insurance coverage from such other Person other than a party to this Agreement with respect to Buyer Damages at any time prior to any indemnification provided by Seller or the Subsidiary pursuant to this Section 7.2, Buyer Indemnitees' out-of-pocket costs incurred in connection with the collection of such amount shall offset such reduction. If a Buyer Indemnitee receives an amount under insurance coverage from such other Person other than a party to this Agreement with respect to Buyer Damages at any time subsequent to any indemnification provided by Seller or the Subsidiary pursuant to this Section 7.2, then such Buyer Indemnitee shall promptly reimburse Seller first for any payment made to such Buyer Indemnitee, without regard to out-of-pocket costs incurred by Buyer Indemnitee in connection with the collection of such amount or out-of-pocket expenses incurred by Seller or the Subsidiary in connection with providing such indemnification, but only to the extent that such amount received by such Buyer Indemnitee under insurance coverage plus the amount of any indemnification provided to such Buyer Indemnitee by Seller or the Subsidiary exceed the Buyer Damages and thereafter reimbursing Buyer Indemnitee, on the one hand, and Seller and Subsidiary, on the other hand, dollar-for-dollar for any out-of-pocket costs incurred by Buyer Indemnitee in connection with the collection of such amount or out-of-pocket expenses incurred by Seller or the Subsidiary in connection with providing such indemnification, respectively.
the Retained Liabilities. Seller shall have no liability to Buyer under clause (i) of this Section 7.2(a) until, and only to the extent that, Buyer’s aggregate Losses exceed 1% of the Purchase Price, and the maximum liability of Seller under clause (i) of this Section 7.2(a) shall be an amount equal to 50% of the Purchase Price.
the Retained Liabilities. The indemnification provided for in Section 10.1(a) and 10.1(c) shall not terminate. The indemnification provided for in Section 10.1(b) shall terminatetwo (2) years after the Closing Date and no claims shall be made by any Buyer Group Member under Section 10.1(b) thereafter, except that the indemnification by Seller shall continue as to any Loss or Expense of which any Buyer Group Member has notified Seller, including the general circumstances giving rise thereto, in accordance with the requirements of Section 10.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 10.1, as to which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Article 10, and Seller shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this Article 10. Seller shall not have any liability for claims made under Section 10.1(a) and 10.1(b) unless and until the aggregate amount of the Losses and Expenses under Section 10.1(a) and 10.1(b) shall exceed $50,000; provided, that once Seller’s liability exceeds $50,000, Seller’s liability shall include the first $50,000. In no event shall Seller’s liability with respect to claims made under Section 10.1(b) exceed twenty-five percent (25%) of the Purchase Price in the aggregate; provided, however, that such limitation shall not be applicable with respect to Seller’s obligation of ownership of the Purchased Assets.
the Retained Liabilities. Besicorp and the Retained Subsidiaries shall retain, and be responsible for the performance of all of the Liabilities (and only the Liabilities) in connection with or pursuant to the Liabilities set forth on Schedule 1.6 hereto (the "Retained Liabilities").
the Retained Liabilities. Notwithstanding these provisions, the Buyer shall have no claim against the Seller or the Shareholders for the first Ten Thousand Dollars worth of Damages pursuant to this Section 8.1. In addition, the Seller and the Shareholders' total liability for Damages pursuant to this Section 8.1 shall not exceed Eight Million Eight Hundred Thousand Dollars (herein "Indemnification Cap"). In determining if the Indemnification Cap has been reached, Seller and Shareholders shall be entitled to aggregate any indemnification paid by Seller or Shareholders pursuant to (a) this Agreement, (b) a separate Asset Purchase Agreement between Buyer and Kalkaska Construction Service, Inc. dated March 31, 1997, and closed simultaneously with this Agreement, and (c) a Stock Purchase Agreement between the Buyer and Shareholders dated March 31, 1997, and closed simultaneously with this Agreement.
the Retained Liabilities. Except in the case of actual fraud with intent to deceive and except with respect to a claim with respect to an inaccuracy or breach of the representations and warranties set forth in the Sections 2.1(a), 2.15 and 2.16 (the “Fundamental Seller Representations”), neither Parent nor Seller shall be required to make any indemnification payment pursuant to Section 4.2(a)(i) until such time as the total, cumulative amount of all Damages (including the Damages arising from such breach and all other Damages arising from any other breaches of any representations or warranties) that have been suffered or incurred by any of the Purchaser Indemnitees and, with respect to which any indemnification payment would otherwise be available to any of the Purchaser Indemnitees pursuant to Section 4.2(a)(i), exceeds $50,000. If the total amount of such Damages exceeds $50,000, the Purchaser Indemnitees shall be entitled to be indemnified against and compensated and reimbursed solely for the amount of Damages in excess of $50,000.
the Retained Liabilities. Notwithstanding any other provision of this Agreement, the remedies provided for in this Section 8 shall constitute the sole and exclusive remedy of Buyer and any other Buyer Indemnitee for any post-Closing claims made in connection with this Agreement or any other Losses as described in this Section 8.1, except for the actual fraud of Seller.
the Retained Liabilities. Buyer agrees to indemnify Seller and to hold Seller harmless from any loss, cost, expense or liability arising out of or in connection with (i) the breach or falsity of any representation or warranty of Buyer in this Asset Purchase Agreement, (ii) the use, occupancy, possession or operation of the Assets at any time after the take-over date, or (iii) a failure by Buyer to pay the Assumed Liabilities. The provisions of this Section shall survive the Closing.
the Retained Liabilities. (a) Guarantor hereby agrees that Guarantor shall be unconditionally, irrevocably, absolutely and personally liable to Lender for the full and unconditional payment when due (whether by acceleration or otherwise) of the Retained Liabilities.
(b) As used in this Agreement, the term “Retained Liabilities” shall mean any and all actual monetary losses, costs, damages, fees (including, without limitation, attorneys’ fees), expenses, charges, amounts paid in settlement, fines, penalties, engineers’ fees and investigation costs, litigation costs, and any and all other liabilities of whatever kind or nature, but only to the extent of Lender’s actual monetary loss (collectively, “Liabilities”), imposed upon, suffered or incurred by, or asserted against Lender and directly or indirectly arising out of or in connection with, and to the extent caused by, any of the following:
the Retained Liabilities. Notwithstanding anything contained in this Agreement to the contrary, Seller's obligation to indemnify, defend and hold the Purchaser Indemnified Parties harmless shall be limited as follows:
