Seller General Liabilities definition

Seller General Liabilities shall have the meaning given to such term in Section 14.2.
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Seller General Liabilities means all Losses resulting from, arising out of, or incurred by any of the Purchaser or its Affiliates, or any of their respective successors or assigns and their respective directors, members, managers, officers and employees (each a “Purchaser Indemnified Party”) after the relevant Closing Date in connection with (i) any breach of any of the representations or warranties made by any or all of the Sellers in this Agreement, (ii) any default in the performance of, or a breach of, any of the covenants or agreements made by the Sellers in this Agreement or (iii) any attempt (whether or not successful) by any Person to cause or require any Purchaser Indemnified Party to pay any liability of, or claim against, the Sellers of any kind in respect of the operation of (i) the Business represented by the First Closing Acquired Balance Sheet, prior to the First Closing Date and (ii) the Business represented by the Second Closing Acquired Balance Sheet, prior to the Second Closing Date, in each case, to the extent not specifically assumed or subject to an indemnity by the Purchaser under the terms of this Agreement or in any other agreement or document executed or delivered pursuant hereto or in conjunction with the consummation of the transactions contemplated by this Agreement. Subject to the further provisions of this Article 15, the Sellers jointly and severally covenant and agree to pay, and to indemnify all Purchaser Indemnified Parties, and hold them harmless from and to defend them, against and in respect of, any and all Seller General Liabilities. Nothing herein shall be deemed to limit or restrict in any manner any rights or remedies available at law, in equity or otherwise against the Sellers based on a willful misrepresentation or willful breach of any warranty by the Sellers hereunder.
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Seller General Liabilities means all Losses (other than Environmental Loss which shall be governed by Section 14.6 and other than those related, directly or indirectly, to intellectual property as described in Section 2.2 which shall be governed solely by the Technology License Agreement) resulting from, arising out of, or incurred by any of Purchaser or its Affiliates, any of their officers and directors, or any of their respective successors or assigns (each a "Purchaser Indemnified Party") after the Closing Date in connection with (i) any breach of any of the representations or warranties made by Seller in any of the Transaction Documents, excluding the Technology License Agreement; and (ii) any default by Seller in respect of any of the covenants or agreements made by Seller in any of the Transaction Documents, excluding the Technology License Agreement; and, (iii) any Retained Liability or any attempt (whether or not successful) by any Person to cause or require Purchaser to pay or discharge any Retained
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Examples of Seller General Liabilities in a sentence

  • Subject to the further provisions of this Article 15, the Sellers jointly and severally covenant and agree to pay, and to indemnify all Purchaser Indemnified Parties, and hold them harmless from and to defend them, against and in respect of, any and all Seller General Liabilities.


More Definitions of Seller General Liabilities

Seller General Liabilities means all Losses resulting from, arising out of, or incurred by Purchaser or any of its Affiliates, or any of their respective successors or assigns and their respective directors, officers and employees (each a "Purchaser Indemnified Party") after the Closing Date in connection with (i) any breach of any of the representations or warranties made by Seller in this Agreement, (ii) any default by Seller in respect of performance of any of the covenants or agreements of Seller in this Agreement or (iii) any attempt (whether or not successful) by any Person to cause or require Purchaser to pay any liability of, or claim against, Seller of any kind in respect of the operation of the Business prior to the Closing Date, to the extent not specifically assumed or subject to an indemnity by Purchaser under the terms of this Agreement. Subject to the further provisions of this Article XIV, Seller covenants and agrees with Purchaser that Seller shall pay and shall indemnify all Purchaser Indemnified Parties and hold them harmless from, against and in respect of, any and all Seller General Liabilities.
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Seller General Liabilities means all Losses resulting from, arising out of, or incurred by Buyer or any of its successors or assigns and their respective directors, officers and employees (each a “Buyer Indemnified Party”) after the Closing Date in connection with (i) any breach of any of the representations or warranties made by Seller in this Agreement (provided Buyer makes a written claim for indemnification within the Survival Period), (ii) any default by Seller in respect of any of the covenants or agreements made by Seller in this Agreement or (iii) any attempt (whether or not successful) by any Person to cause or require Buyer to pay any liability of, or claim against, Seller of any kind in respect of licensing, ownership or use of the Purchased Assets in the Business prior to the Closing Date, to the extent not specifically assumed or subject to an indemnity by Buyer under the terms of this Agreement. Subject to the further provisions of this Article XIV, Seller covenants and agrees with Buyer that Seller shall pay, and shall indemnify all Buyer Indemnified Parties, and hold them harmless from, against and in respect of, any and all Seller General Liabilities
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Seller General Liabilities means all Losses resulting from, arising out of, or incurred by any of Purchaser or its Affiliates, or any of their respective successors or assigns or their respective directors, officers or employees (each a “Purchaser Indemnified Party”) in connection with (i) any breach of any of the representations or warranties made by Seller in this Agreement, (ii) any default by Seller in respect of performance of any of the covenants or agreements of Seller in this Agreement, (iii) any act performed, law violated, action entered into, or state of facts suffered to exist by the Seller before the Closing Date; (iv) the laws of any jurisdiction relating to sales of property in bulk, whether asserted prior to or subsequent to the Closing Date; (v) any liability or obligation with respect to Completed Jobs; (vi) any attempt (whether or not successful) by any Person to cause or require Purchaser to pay any liability of, or claim against, Seller of any kind in respect of the Seller’s operations, prior to the Closing Date, to the extent not specifically assumed by Purchaser under the terms of this Agreement; or (vii) any Losses related to or resulting from any claims or litigation for events occurring prior to the Closing Date, including those matters identified on Schedule 6.17. Subject to the further provisions of this Article XIV, Seller covenants and agrees with Purchaser that Seller shall pay, and shall indemnify all Purchaser Indemnified Parties, and hold them harmless from, against and in respect of, any and all Seller General Liabilities. Purchaser shall have the right to offset any Seller General Liabilities against any payments due to Seller, including any Deferred Payment and against the Escrow Amount. In addition, nothing herein shall be deemed to limit or restrict in any manner any rights or remedies available at law, in equity or otherwise, against Seller based on a willful misrepresentation or willful breach of warranty by Seller hereunder.
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Seller General Liabilities means all Losses (other than Environmental Loss which shall be governed by Section 14.6 and other than those related, directly or indirectly, to intellectual property as described in Section 2.2 which shall be governed solely by the Technology License Agreement) resulting from, arising out of, or incurred by any of Purchaser or its Affiliates, any of their officers and directors, or any of their respective successors or assigns (each a "Purchaser Indemnified Party") after the Closing Date in connection with (i) any breach of any of the representations or warranties made by Seller in any of the Transaction Documents, excluding the Technology License Agreement; and (ii) any default by Seller in respect of any of the covenants or agreements made by Seller in any of the Transaction Documents, excluding the Technology License Agreement; and, (iii) any Retained Liability or any attempt (whether or not successful) by any Person to cause or require Purchaser to pay or discharge any Retained Liability. Subject to the provisions of Section 13.3 and to the further provisions of this Article 14.0, Seller covenants and agrees with Purchaser that Seller shall pay, and shall indemnify all Purchaser Indemnified Parties, and hold them harmless from, against and in respect of, any and all Seller General Liabilities. For purposes of determining Losses based upon clause (i) of this Section, any "Material" qualifier contained in any representation or warranty referrenced in such clause (i) shall be disregarded, so that such Losses shall be recoverable (subject to any other limitations contained in this Article 14.0) in full and not only to the extent of any excess over the $100,000 "Material" threshold.
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Seller General Liabilities means all Losses resulting from, arising out of, or incurred by any of Purchaser or its Affiliates, or any of their respective successors or assigns and their respective directors, officers and employees (each a "PURCHASER INDEMNIFIED PARTY") after the Closing Date in connection with (i) any breach of any of the representations or warranties made by Seller or the Shareholders in this Agreement, (ii) any material default by Seller in respect of any of the covenants or agreements made by Seller or any Shareholder in this Agreement or (iii) any attempt (whether or not successful) by any Person to cause or require Purchaser to pay any liability of, or claim against, Seller or any Shareholder of any kind in respect of the operation of Seller's business prior to the Closing Date, to the extent not specifically assumed or subject to an indemnity by Purchaser under the terms of this Agreement. Subject to the further provisions of this Article XIV, Seller and Shareholders jointly and severally covenant and agree to pay, and to indemnify all Purchaser Indemnified Parties, and hold them harmless from, against and in respect of, any and all Seller General Liabilities.
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Related to Seller General Liabilities

  • General Liabilities shall have the meaning given it in Article III, Section 6(b) of this Declaration of Trust;

  • Legal Liability means responsibility which courts recognize and enforce between persons who sue one another.

  • General Liability means:Your legal liability in respect of Personal Injury and/or Property Damage and/or Advertising Injury caused by or arising out of an Occurrence happening in connection with the Business other than Products Liability.

  • General Liability Insurance Subcontractor shall carry minimum primary General Liability Insurance for the following amounts:

  • Professional liability insurance means insurance against legal liability incident to the practice of a profession and provision of a professional service.

  • D&O Liability Insurance Policies means all insurance policies (including any “tail policy”) of any of the Debtors for liability of any current or former directors, managers, officers, and members.

  • Environmental Liabilities means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Liability Insurance means compulsory professional liability errors and omissions insurance required by a governing body;

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

  • insurance business means one or more aspects of the business of selling, issuing or underwriting insurance or reinsurance.

  • Lender’s Environmental Liability means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against the Administrative Agent, any Lender or any Issuer or any of such Person’s Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from:

  • Property Insurance is defined in Section 6.10(a).

  • Environmental Damage means any injury or damage to persons, living organisms or property (including offence to man’s senses) or any pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • Company Insurance Policies has the meaning set forth in Section 4.15.

  • Crew Insurances means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

  • long-term insurance business means the business of providing or undertaking to provide policy benefits under long-term policies, but does not include -

  • Personal liability means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

  • Asset Coverage means asset coverage, as determined in accordance with Section 18(h) of the 1940 Act, of at least 200% with respect to all outstanding senior securities of the Fund which are stock, including all Outstanding Series A Preferred Shares (or such other asset coverage as may in the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities which are stock of a closed-end investment company as a condition of declaring dividends on its common stock), determined on the basis of values calculated as of a time within 48 hours (not including Saturdays, Sundays or holidays) next preceding the time of such determination.

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.