Liability definition
Examples of Liability in a sentence
Seller shall be solely responsible for and agrees to indemnify, hold harmless, and at the option of Purchaser, defend Purchaser and its Affiliates from and against any Liability under WARN, to any Business Employee who is found to have suffered an “employment loss” under WARN prior to the Closing Date, and any and all other Liabilities, including attorneys’ fees, arising out of or resulting from the actions Seller or any of its Affiliates, or their failure to serve sufficient notice pursuant to WARN.
The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from Liability in respect of its indemnification obligation, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby.
Any income Tax payable by Hexagon Manufacturing Intelligence GmbH for any Pre-Closing Tax Period shall be included in the Pre-Closing Income Tax Amount and Hexagon Manufacturing Intelligence GmbH will have no obligation or Liability under any such profit and loss transfer agreement after Closing Date.
Purchaser shall be solely responsible for and agrees to indemnify, hold harmless and, at the option of Seller, to defend Seller and its Affiliates from and against any Liability under WARN, to any Business Employee who is found to have suffered an “employment loss” under WARN on or after the Closing Date, and any and all other Liabilities, including attorneys’ fees, arising out of or resulting from the actions Purchaser or any of its Affiliates, or their failure to serve sufficient notice pursuant to WARN.
Failure of the Indemnified Party to give such notice will not relieve the Indemnifying Party from Liability in respect of its indemnification obligation, except if and only to the extent that the Indemnifying Party is actually and materially prejudiced thereby.