Seller Indemnified Liabilities has the meaning given in Section 7(b).
Seller Indemnified Liabilities incurred by the Seller means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Seller, arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Buyer in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by the Buyer or Dxxxxxxxx in this Agreement; or (c) the operation of the Business or the Assets prior to and after the Closing Date.
Seller Indemnified Liabilities means: any Indemnifiable Loss attributable to (i) indemnity obligations of the Buyer in respect of Taxes, as set forth in Section 6.9 of this Agreement, (ii) any fraud committed by the Buyer or the Company (provided that the foregoing reference to the Company refers to fraud committed on or after the Closing Date), (iii) any violations of Environmental Laws or claims relating to spills or discharges of Hazardous Substances in respect of the underground fuel storage tanks located on or under the Real Property, and (iv) any claims experienced on or after May 1, 2003 under the Seller’s (or DQE’s) continuation coverage required under COBRA in respect of Affected Employees who continue such continuation coverage because the Buyer has failed to provide such Affected Employees with comparable coverage (any such claims, the “COBRA Claims”).
Examples of Seller Indemnified Liabilities in a sentence
To the extent that the foregoing undertaking by Purchaser may be unenforceable for any reason, Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Seller Indemnified Liabilities that is permissible under applicable law.
Notwithstanding the foregoing, the liability of Purchaser under this Section 8 for indemnification or contribution with respect to any Seller Indemnified Liabilities shall be limited to an amount equal to the net proceeds paid by Purchaser in transactions made pursuant to this Agreement during the twelve (12) month period ending on the date on which any Seller makes a claim for indemnification for such Seller Indemnified Liabilities.
The Buyer agrees that it will indemnify and hold the Seller from all Seller Indemnified Liabilities.
More Definitions of Seller Indemnified Liabilities
Seller Indemnified Liabilities means: (x) any liabilities or obligations of Services I, Services II, Services, LP or the Company Subsidiaries that are neither Buyer Indemnified Liabilities nor otherwise covered by DQE's and the Seller's indemnity obligations in Section 9.1(a), and any liabilities that relate to or arise by virtue of the Buyer's ownership of the Company that are not Buyer Indemnified Liabilities, in either case whether direct or indirect, known or unknown, absolute or contingent, that relate to, result from, arise during, or are attributable to, events, facts, circumstances or conditions in existence after (but not before) the Closing or which occur after the Closing, and (y) any liabilities or obligations or other Indemnifiable Losses that relate to the Excepted Liabilities and any liabilities or obligations that arise after the Closing and relate to the Integrated Assets, the Retention Agreements and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule;
Seller Indemnified Liabilities is defined in Section 9.1(a).
Seller Indemnified Liabilities means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys' fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Seller, arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Buyer in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by the Buyer in this Agreement; or (c) the operation of the Business or the Subject Assets after the Closing Time by the Buyer.
Seller Indemnified Liabilities means, with respect to the Property (to the extent incurred as of the Closing): (i) obligations or liabilities arising out of acts or omissions of Seller or any of its affiliates occurring during Seller’s Ownership Period; and (ii) to the extent covered by insurance maintained by Seller, liabilities arising from any claims by third parties arising out of events occurring prior to the Closing, provided, however, that Seller’s sole obligation with respect to this clause (ii) shall be to tender a claim with respect thereto to Seller’s insurer and to remit to the applicable Purchaser Related Party any proceeds of such claim to the extent of the applicable Purchaser Related Party’s loss with respect thereto.
Seller Indemnified Liabilities means the Excluded Liabilities and any and all Liabilities to the extent arising from the ownership or operation of the Business prior to Closing (including all claims, litigation, arbitrations and other proceedings to the extent arising from the ownership or operation of the Business prior to Closing), in each case except to the extent taken into account in determining Closing Date Net Working Capital; provided, that notwithstanding anything set forth herein, Seller and its Affiliates shall have no obligation with respect to the Assumed Vacation (other than through reimbursement from the Severance Escrow Amount); and provided further that for the avoidance of doubt, the performance of the obligations arising under the Included Contracts before Closing shall be the sole responsibility of Seller and the performance of the obligations arising under the Included Contracts after Closing shall be the sole responsibility of Purchaser.
Seller Indemnified Liabilities means the matters described in Section 8.2 and the subparts thereto, such liabilities being individually referred to as a "Seller Indemnified Liability".
Seller Indemnified Liabilities or “Seller Indemnified Liability” has the meaning set forth in Section 8.1(a).