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 terminate one (1) year after the Closing Date and no claims shall be made by Buyer under this Section 10.1(b) thereafter, except that the indemnification by Seller shall continue as to any Loss of which Buyer has notified Seller, including the general circumstances giving rise thereto, in accordance with the requirements of Section 10.3 ("Notice of Claims") 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, if required to do so under a final judgement of a court or final decision of an arbitrator have reimbursed Buyer for the full amount of such Loss in accordance with this Article 10, provided however, that Seller shall only have liability under this Section 10.1 once the aggregate of all Losses exceeds [*] and thereafter, only if the amount of Loss arising from the same or single set of circumstances is in excess of [*]. In addition to the foregoing, Buyer and Seller agree that Seller shall only have liability under this Agreement once the aggregate of all Losses for which Seller is liable to Buyer exceeds [*] and thereafter, only if the amount of Loss arising from the same or single set of circumstances for which Seller is liable to Buyer is in excess of [*] provided, however, that this sentence shall not apply to a claim by Buyer against Seller that arises from any adjustment of the purchase price as described in Section 2.5(a).
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. (b) 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. In no event shall Seller have any obligation to provide indemnification for any matters to the extent accounted for in the Preliminary Settlement Statement or the Final Settlement Statement. Notwithstanding anything herein to the contrary, Buyer acknowledges that it has had the opportunity to conduct due diligence and investigation with respect to the Assets and the Companies.
the Retained Liabilities. Section 12.2 Indemnity for Compliance with FERC License Requirements, Dismantling and Sharing of Cost Savings.
the Retained Liabilities. (b) The amounts for which the Sellers shall be liable under Section 10.01(a) shall be net of any insurance payable to the Purchaser Indemnified Parties from their own insurance policies in connection with the facts giving rise to the right of indemnification.
