Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. (i) In addition to the indemnification provisions contained in Section 6 hereof, Buyer hereby agrees to indemnify and hold harmless Seller and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Act, or under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact made by Buyer, (ii) any omission or alleged omission of a material fact with respect to Buyer or (iii) any breach of any representation, warranty or agreement made by Buyer in this Agreement. (ii) In addition to the indemnification provisions contained in Section 6 hereof, Seller hereby agrees to indemnify and hold harmless Buyer and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Act, or under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact made by Seller; (ii) any omission or alleged omission of a material fact with respect to Seller; or (iii) any breach of any representation, warranty or agreement made by Seller in this Agreement.

Additional Indemnification Provisions. (a) Purchaser and BLCI, jointly and severally, further agree to indemnify, reimburse, defend and hold harmless the Company Indemnified Parties for, from and against all Losses (including costs of Remedial Work) asserted against, resulting to, imposed on, or incurred by any of them, directly or indirectly, in connection with any of the following: (i) In addition to the indemnification provisions contained in Section 6 hereofevents, Buyer hereby agrees to indemnify and hold harmless Seller and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Actcircumstances, or under any other statuteconditions which are alleged to, at common law or otherwisedo, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact made by Buyer, form the basis for an Environmental Claim; (ii) any omission the presence, Use or alleged omission Release of a material fact with respect to Buyer Hazardous Substances at, on, in, under or from the Real Property; (iii) any Environmental Claim against any Person whose liability for such Environmental Claim Purchaser or BLCI has or may have assumed or retained either contractually or by operation of law; (iv) any failure of Purchaser or BLCI to fulfill each and every obligation undertaken pursuant to this Agreement or the breach of any representation, warranty or agreement made by Buyer covenant of Purchaser or BLCI set forth in this Agreement.; (iiv) In addition events, circumstances, or conditions relating to the indemnification provisions contained Facility, the operation of the Facility or Purchaser or BLCI or its Affiliates which form or are alleged to form the basis for any claim under any applicable laws except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof; (vi) anything occurring at or around, or in Section 6 connection with, the Facility or the operation of the Facility, except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof, Seller hereby agrees ; (vii) any liability asserted against any Company Indemnified Party arising directly or indirectly out of the Facility or related to indemnify the Facility other than liabilities caused directly by any Company Indemnified Party prior to the effective date hereof and hold harmless Buyer where the action giving rise to such liabilities is outside of the scope of activities contemplated by and its officers, directors, shareholders, employees, agents permitted under and attorneys against any and all lossesdocuments and/or agreements signed by AH Owner, claimsAH CGP, damagesAH Subordinated, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilitiesAH Investor, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities ActBLCI, or under any other statutetheir Affiliates, at common law which are related to the acquisition, development or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise management of or are based upon: the Facility; (iviii) any untrue statement foreclosure or alleged untrue statement other action by any creditor of a material fact made by Seller; the Purchaser, BLCI or any Affiliate of BLCI against any Company Indemnified Parties or the Facility; (iiix) any omission or alleged omission of a material fact with respect to Seller; or (iii) any the breach of any representation, warranty or agreement made covenant regarding Environmental Laws set forth in any document evidencing financing provided to AH Owner, AH CGP, AH Subordinated, AH Investor or any Company Indemnified Party in connection with the Real Property or the Facility, except to the extent caused by Seller any Company Indemnified Party prior to the effective date hereof; (x) all Losses asserted against, resulting to, imposed on, or incurred by any Company Indemnified Party, directly or indirectly, in connection with any claim or liability resulting from or arising out of any financing provided to AH Owner, AH CGP, AH Subordinated, AH Investor or any Company Indemnified Party in connection with the Real Property or the Facility, except for Losses caused directly by an Company Indemnified Party prior to the effective date hereof; (xi) all Losses relating to the transfer of the Subject Interests pursuant to this Agreement; or (xii) any Tax audit or related proceedings directly arising out of the transactions contemplated by this Agreement or any agreements entered into by the parties hereto and their Affiliates in connection with this Facility or the Real Property. (b) Nothing in this AgreementAgreement shall be deemed to deprive an Company Indemnified Party of any rights or remedies provided to such Company Indemnified Party elsewhere in this Agreement or otherwise available to such Company Indemnified Party under law. Purchaser waives and releases each Company Indemnified Party from any rights or defenses Purchaser may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the gross negligence, fraud or willful misconduct of such Company Indemnified Party. (c) With respect to those matters for which Purchaser and BLCI have agreed to indemnify each Company Indemnified Party hereunder, and to the maximum extent permitted by applicable law, each of Purchaser and BLCI waives and releases each Company Indemnified Party from any rights or defenses Purchaser and BLCI may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the fraud, gross negligence or willful misconduct of any Company Indemnified Party prior to the effective date hereof. (d) For purposes of this Section 6.4, the following terms shall have the following meanings:

Additional Indemnification Provisions. (a) Purchaser and BLCI, jointly and severally, further agree to indemnify, reimburse, defend and hold harmless the Company Indemnified Parties for, from and against all Losses (including costs of Remedial Work) asserted against, resulting to, imposed on, or incurred by any of them, directly or indirectly, in connection with any of the following: (i) In addition to the indemnification provisions contained in Section 6 hereofevents, Buyer hereby agrees to indemnify and hold harmless Seller and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Actcircumstances, or under any other statuteconditions which are alleged to, at common law or otherwisedo, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact made by Buyer, form the basis for an Environmental Claim; (ii) any omission the presence, Use or alleged omission Release of a material fact with respect to Buyer Hazardous Substances at, on, in, under or from the Real Property; (iii) any Environmental Claim against any Person whose liability for such Environmental Claim Purchaser or BLCI has or may have assumed or retained either contractually or by operation of law; (iv) any failure of Purchaser or BLCI to fulfill each and every obligation undertaken pursuant to this Agreement or the breach of any representation, warranty or agreement made by Buyer covenant of Purchaser or BLCI set forth in this Agreement.; (iiv) In addition events, circumstances, or conditions relating to the indemnification provisions contained Facility, the operation of the Facility or Purchaser or BLCI or its Affiliates which form or are alleged to form the basis for any claim under any applicable laws except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof; (vi) anything occurring at or around, or in Section 6 connection with, the Facility or the operation of the Facility, except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof, Seller hereby agrees ; (vii) any liability asserted against any Company Indemnified Party arising directly or indirectly out of the Facility or related to indemnify the Facility other than liabilities caused directly by any Company Indemnified Party prior to the effective date hereof and hold harmless Buyer where the action giving rise to such liabilities is outside of the scope of activities contemplated by and its officers, directors, shareholders, employees, agents permitted under and attorneys against any and all lossesdocuments and/or agreements signed by Creve Coeur Owner, claimsCreve Couer Member, damagesKG Capital, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities ActBLCI, or under any other statutetheir Affiliates, at common law which are related to the acquisition, development or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise management of or are based upon: the Facility; (iviii) any untrue statement foreclosure or alleged untrue statement other action by any creditor of a material fact made by Seller; the Purchaser, BLCI or any Affiliate of BLCI against any Company Indemnified Parties or the Facility; (iiix) any omission or alleged omission of a material fact with respect to Seller; or (iii) any the breach of any representation, warranty or agreement made covenant regarding Environmental Laws set forth in any document evidencing financing provided to Creve Coeur Owner, Creve Couer Member, KG Capital or any Company Indemnified Party in connection with the Real Property or the Facility, except to the extent caused by Seller any Company Indemnified Party prior to the effective date hereof; (x) all Losses asserted against, resulting to, imposed on, or incurred by any Company Indemnified Party, directly or indirectly, in connection with any claim or liability resulting from or arising out of any financing provided to Creve Coeur Owner, Creve Couer Member, KG Capital or any Company Indemnified Party in connection with the Real Property or the Facility, except for Losses caused directly by an Company Indemnified Party prior to the effective date hereof; (xi) all Losses relating to the transfer of the Subject Interests pursuant to this Agreement; (xii) all Losses relating to (A) Xxxxx X. Xxxxxx'x membership interests in the KG Capital Company, and (B) any breach of the Acquisition Agreement by Xxxxx X. Xxxxxx; or (xiii) any Tax audit or related proceedings directly arising out of the transactions contemplated by this Agreement or any agreements entered into by the parties hereto and their Affiliates in connection with this Facility or the Real Property. (b) Nothing in this AgreementAgreement shall be deemed to deprive an Company Indemnified Party of any rights or remedies provided to such Company Indemnified Party elsewhere in this Agreement or otherwise available to such Company Indemnified Party under law. Purchaser waives and releases each Company Indemnified Party from any rights or defenses Purchaser may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the gross negligence, fraud or willful misconduct of such Company Indemnified Party. (c) With respect to those matters for which Purchaser and BLCI have agreed to indemnify each Company Indemnified Party hereunder, and to the maximum extent permitted by applicable law, each of Purchaser and BLCI waives and releases each Company Indemnified Party from any rights or defenses Purchaser and BLCI may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the fraud, gross negligence or willful misconduct of any Company Indemnified Party prior to the effective date hereof. (d) For purposes of this Section 6.4, the following terms shall have the following meanings:

Additional Indemnification Provisions. (a) Purchaser and BLCI, jointly and severally, further agree to indemnify, reimburse, defend and hold harmless the Company Indemnified Parties for, from and against all Losses (including costs of Remedial Work) and Taxes (as provided in Sections 6.4(a)(xii) and 6.4(a)(xiii)) asserted against, resulting to, imposed on, incurred by, or payable by any of them, directly or indirectly, in connection with any of the following: (i) In addition to the indemnification provisions contained in Section 6 hereofevents, Buyer hereby agrees to indemnify and hold harmless Seller and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Actcircumstances, or under any other statuteconditions which are alleged to, at common law or otherwisedo, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact made by Buyer, form the basis for an Environmental Claim; (ii) any omission the presence, Use or alleged omission Release of a material fact with respect to Buyer Hazardous Substances at, on, in, under or from the Real Property; (iii) any Environmental Claim against any Person whose liability for such Environmental Claim Purchaser or BLC1 has or may have assumed or retained either contractually or by operation of law; (iv) any failure of Purchaser or BLCI to fulfill each and every obligation undertaken pursuant to this Agreement or the breach of any representation, warranty or agreement made by Buyer covenant of Purchaser or BLCI set forth in this Agreement.; (iiv) In addition events, circumstances, or conditions relating to the indemnification provisions contained Facility, the operation of the Facility or Purchaser or BLCI or its Affiliates which form or are alleged to form the basis for any claim under any applicable laws except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof; (vi) anything occurring at or around, or in Section 6 connection with, the Facility or the operation of the Facility, except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof, Seller hereby agrees ; (vii) any liability asserted against any Company Indemnified Party arising directly or indirectly out of the Facility or related to indemnify the Facility other than liabilities caused directly by any Company Indemnified Party prior to the effective date hereof and hold harmless Buyer where the action giving rise to such liabilities is outside of the scope of activities contemplated by and its officers, directors, shareholders, employees, agents permitted under and attorneys against any and all lossesdocuments and/or agreements signed by Battery Park Owner, claimsBattery Park Member, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities ActBLCI, or under any other statutetheir Affiliates, at common law which are related to the acquisition, development or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise management of or are based upon: the Facility; (iviii) any untrue statement foreclosure or alleged untrue statement other action by any creditor of a material fact made by Seller; the Purchaser, BLCI or any Affiliate of BLCI against any Company Indemnified Parties or the Facility; (iiix) any omission or alleged omission of a material fact with respect to Seller; or (iii) any the breach of any representation, warranty or agreement covenant regarding Environmental Laws set forth in any document evidencing financing provided to Battery Park Owner, Battery Park Member or any Company Indemnified Party in connection with the Real Property or the Facility, except to the extent caused by any Company Indemnified Party prior to the effective date hereof; (x) all Losses asserted against, resulting to, imposed on, or incurred by any Company Indemnified Party, directly or indirectly, in connection with any claim or liability resulting from or arising out of any financing provided to Battery Park Owner, Battery Park Member or any Company Indemnified Party in connection with the Real Property or the Facility, except for Losses caused directly by an Company Indemnified Party prior to the effective date hereof; (xi) all Losses relating to the transfer of the Subject Interests pursuant to this Agreement; (xii) any Tax audit(s) or related proceeding(s) directly arising out of the transactions contemplated by this Agreement or any agreements entered into by the parties hereto and their Affiliates in connection with this Facility or the Real Property and any Taxes payable by, or Losses incurred by, the Company or any other Company Indemnified Party as a result of such Tax audit(s) or related proceeding(s). Notwithstanding anything in this Section 6.4(a)(xiii) to the contrary, nothing in Section 6.4(a)(xiii) shall limit the obligation of Purchaser and BLCI to indemnify, reimburse, defend and hold harmless the Company Indemnified Parties for, from and against any Tax audit(s) or related proceeding(s) directly arising out of the transactions contemplated by this Agreement or any agreements entered into by the parties hereto and their Affiliates in connection with this Facility or the Real Property and any Taxes payable by, or Losses incurred by, the Company or any other Company Indemnified Party as a result of such Tax audit(s) or related proceeding(s); or (xiii) any Taxes payable by the Company or any other Company Indemnified Party that result from or are otherwise related to the Company's transfer of the Subject Interests to the Purchaser. Without limiting the potential of any other Tax, it is currently anticipated that (A) a payment of Pennsylvania Corporate Net Income Tax, and (B) a payment based upon the effect of the transfer of the Subject Interests on the Company's book income and consolidated net worth may be due to the Commonwealth of Pennsylvania for payment of the Pennsylvania Capital Stock/Franchise Tax, and, if it is determined that either of these taxes, or any other Tax, are due, it is intended that it be subject to the indemnification provisions of this Section 6.4(a)(xiii) and paid by Purchaser and/or BLCI. Notwithstanding any other provision of this Agreement to the contrary, any payment due under this Section 6.4(a)(xiii) shall be made to the Company not less than five (5) Business Days prior to the date that the applicable tax is due, without extensions. The Company shall cause KPMG LLP, in their capacity as the accountants to the Company, to consult with the BLCI and its accountants prior to determining whether or not a Tax is due and the amount of any such Tax, which consultation shall include, without limitation, provision of a draft of the applicable tax return, as well as a detailed calculation of the applicable Tax, not less than twenty (20) Business Days prior to the date such tax return is due for BLCI's review and comment; provided however, that if there is a dispute as to whether or not a Tax is due or as to the amount of such Tax, the final determination shall be made by Seller KPMG LLP, in their capacity as the accountants to the Company and such determination shall be binding upon each of the parties hereto. Notwithstanding anything in this AgreementSection 6.4(a)(xiii) to the contrary, nothing in the preceding three (3) sentences shall limit the obligation of Purchaser and BLCI to indemnify, reimburse, defend and hold harmless the Company Indemnified Parties for, from and against all Taxes payable by the Company or any other Company Indemnified Party that result from or are otherwise related to the Company's transfer of the Subject Interests to the Purchaser. (b) Nothing in this Agreement shall be deemed to deprive an Company Indemnified Party of any rights or remedies provided to such Company Indemnified Party elsewhere in this Agreement or otherwise available to such Company Indemnified Party under law. Purchaser waives and releases each Company Indemnified Party from any rights or defenses Purchaser may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the gross negligence, fraud or willful misconduct of such Company Indemnified Party. (c) With respect to those matters for which Purchaser and BLCI have agreed to indemnify each Company Indemnified Party hereunder, and to the maximum extent permitted by applicable law, each of Purchaser and BLCI waives and releases each Company Indemnified Party from any rights or defenses Purchaser and BLCI may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the fraud, gross negligence or willful misconduct of any Company Indemnified Party prior to the effective date hereof. (d) For purposes of this Section 6.4, the following terms shall have the following meanings:

Additional Indemnification Provisions. (a) Purchaser and BLCI, jointly and severally, further agree to indemnify, reimburse, defend and hold harmless the Company Indemnified Parties for, from and against all Losses (including costs of Remedial Work) asserted against, resulting to, imposed on, or incurred by any of them, directly or indirectly, in connection with any of the following: (i) In addition to the indemnification provisions contained in Section 6 hereofevents, Buyer hereby agrees to indemnify and hold harmless Seller and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Actcircumstances, or under any other statuteconditions which are alleged to, at common law or otherwisedo, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact made by Buyer, form the basis for an Environmental Claim; (ii) any omission the presence, Use or alleged omission Release of a material fact with respect to Buyer Hazardous Substances at, on, in, under or from the Real Property; (iii) any Environmental Claim against any Person whose liability for such Environmental Claim Purchaser or BLCI has or may have assumed or retained either contractually or by operation of law; (iv) any failure of Purchaser or BLCI to fulfill each and every obligation undertaken pursuant to this Agreement or the breach of any representation, warranty or agreement made by Buyer covenant of Purchaser or BLCI set forth in this Agreement.; (iiv) In addition events, circumstances, or conditions relating to the indemnification provisions contained Facility, the operation of the Facility or Purchaser or BLCI or its Affiliates which form or are alleged to form the basis for any claim under any applicable laws except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof; (vi) anything occurring at or around, or in Section 6 connection with, the Facility or the operation of the Facility, except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof, Seller hereby agrees ; (vii) any liability asserted against any Company Indemnified Party arising directly or indirectly out of the Facility or related to indemnify the Facility other than liabilities caused directly by any Company Indemnified Party prior to the effective date hereof and hold harmless Buyer where the action giving rise to such liabilities is outside of the scope of activities contemplated by and its officers, directors, shareholders, employees, agents permitted under and attorneys against any and all lossesdocuments and/or agreements signed by Columbus Owner, claimsColumbus Member, damages, liabilities and expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities ActBLCI, or under any other statutetheir Affiliates, at common law which are related to the acquisition, development or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise management of or are based upon: the Facility; (iviii) any untrue statement foreclosure or alleged untrue statement other action by any creditor of a material fact made by Seller; the Purchaser, BLCI or any Affiliate of BLCI against any Company Indemnified Parties or the Facility; (iiix) any omission or alleged omission of a material fact with respect to Seller; or (iii) any the breach of any representation, warranty or agreement made covenant regarding Environmental Laws set forth in any document evidencing financing provided to Columbus Owner, Columbus Member or any Company Indemnified Party in connection with the Real Property or the Facility, except to the extent caused by Seller any Company Indemnified Party prior to the effective date hereof; (x) all Losses asserted against, resulting to, imposed on, or incurred by any Company Indemnified Party, directly or indirectly, in connection with any claim or liability resulting from or arising out of any financing provided to Columbus Owner, Columbus Member or any Company Indemnified Party in connection with the Real Property or the Facility, except for Losses caused directly by an Company Indemnified Party prior to the effective date hereof; (xi) all Losses relating to the transfer of the Subject Interests pursuant to this Agreement; or (xii) any Tax audit or related proceedings directly arising out of the transactions contemplated by this Agreement or any agreements entered into by the parties hereto and their Affiliates in connection with this Facility or the Real Property. (b) Nothing in this AgreementAgreement shall be deemed to deprive an Company Indemnified Party of any rights or remedies provided to such Company Indemnified Party elsewhere in this Agreement or otherwise available to such Company Indemnified Party under law. Purchaser waives and releases each Company Indemnified Party from any rights or defenses Purchaser may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the gross negligence, fraud or willful misconduct of such Company Indemnified Party. (c) With respect to those matters for which Purchaser and BLCI have agreed to indemnify each Company Indemnified Party hereunder, and to the maximum extent permitted by applicable law, each of Purchaser and BLCI waives and releases each Company Indemnified Party from any rights or defenses Purchaser and BLCI may have under common law or Environmental Laws for liability arising from or resulting from the presence, Use or Release of Hazardous Substances except to the extent directly caused by the fraud, gross negligence or willful misconduct of any Company Indemnified Party prior to the effective date hereof. (d) For purposes of this Section 6.4, the following terms shall have the following meanings: