Common use of Agreement of Seller to Indemnify Clause in Contracts

Agreement of Seller to Indemnify. Subject to the provisions of this Article 7, regardless of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, the Seller agrees to indemnify, defend, and hold harmless the Buyer Group from, against, for, and in respect of any and all Losses asserted against, imposed upon, or incurred by the Buyer Group by reason of, resulting from, based upon, or arising out of: (a) the breach of any representation or warranty of any Seller contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit attached hereto or specifically required to be delivered hereunder. For purposes of determining whether any Seller has breached any such representation or warranty, any qualification or limitation of such representation or warranty by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect or words of similar effect shall be disregarded; (b) the breach or non-fulfillment of any covenant or agreement of any Seller contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit attached hereto or specifically required to be delivered hereunder; (c) any brokerage or finder's fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with Seller; (d) a failure to file or an incomplete filing of any Form 5500 for the Employee Benefit Plans that should have been filed with the Internal Revenue Service on or prior to the Closing Date, including any sanctions or penalties imposed and any costs incurred in the preparation of such Form 5500; (e) any failure to maintain a signed written plan document for any Code Section 125 plan; (f) any Litigation listed on Schedule 2.12.

Agreement of Seller to Indemnify. Subject to the provisions terms and conditions of this Article 712, regardless of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution Seller and delivery of this Agreement, the Seller agrees Parent agree to indemnify, defend, and hold harmless the Buyer Group Purchaser Indemnitees from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Buyer Group Purchaser Indemnitees by reason of, resulting from, based upon, or arising out of: (a) the breach of any representation or warranty of any Seller or Company contained in or made pursuant to this Agreement, any Ancillary Agreement Purchase Document or in any certificate, Schedule, or Exhibit attached hereto furnished by Seller or specifically required Company in connection herewith or therewith; (b) the breach of any covenant or agreement of Seller or Company contained in or made pursuant to be delivered hereunderany Purchase Document; (c) any Excluded Liability or any successor Liability; and (d) any Liability in connection with or arising out of the operation of the Business or Company by Seller prior to the Closing Date, including, but not limited to, any Seller Benefit Plan, Taxes or Environmental Liabilities. For purposes of determining whether this Section 12.1, (i) to the extent any Seller has breached any such facts or circumstances can be deemed a breach of a representation or warrantywarranty by Seller or Company, or be deemed an Excluded Liability, such facts and circumstances shall be deemed to be an Excluded Liability, and (ii) for purposes of determining the accuracy of any representation or warranty of Seller or Company of those representations or warranties with any qualification or limitation of such representation or warranty by reference to the materiality of matters stated therein or as to matters having or not having a “Material Adverse Effect Effect” or words of similar effect effect, shall be disregarded; (b) the breach or non-fulfillment of any covenant or agreement of any Seller contained in or made pursuant disregarded and deemed not to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit attached hereto or specifically required to be delivered hereunder; (c) any brokerage or finder's fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with Seller; (d) a failure to file or an incomplete filing of any Form 5500 for the Employee Benefit Plans that should have been filed with the Internal Revenue Service on or prior to the Closing Date, including any sanctions or penalties imposed and any costs incurred in the preparation of include such Form 5500; (e) any failure to maintain a signed written plan document for any Code Section 125 plan; (f) any Litigation listed on Schedule 2.12qualifications.

Agreement of Seller to Indemnify. Subject to the provisions terms and conditions of this Article 711 and the limitations of Section 12.14, regardless of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, the Seller agrees to indemnify, defend, and hold harmless the Buyer Group Purchaser Indemnitees from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Buyer Group Purchaser Indemnitees by reason of, resulting from, based upon, or arising out of: (a) the breach of any representation or warranty of any Seller contained in or made pursuant to this Agreement, any Ancillary Agreement Purchase Document or in any certificate, Schedule, or Exhibit attached hereto furnished by Seller in connection herewith or specifically required to be delivered hereunder. For purposes of determining whether any Seller has breached any such representation or warranty, any qualification or limitation of such representation or warranty by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect or words of similar effect shall be disregardedtherewith; (b) the breach or non-fulfillment of any covenant or agreement of any Seller or the Controlling Stockholders contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit attached hereto or specifically required to be delivered hereunder; (c) any brokerage or finder's fees or commissions or similar payments due in respect and all actions, suits, claims, proceedings, investigations, demands, assessments, judgments, and Losses incident to any of the transactions contemplated hereto based on contracts foregoing or understandings with Sellerto the enforcement of this Section 11.1; (d) a failure to file or an incomplete filing the operation of any Form 5500 for the Employee Benefit Plans that should have been filed with the Internal Revenue Service on or Business by Seller prior to the Closing Date, including any sanctions or penalties imposed and any costs incurred in the preparation of such Form 5500; (e) litigation or liability to a third party that results from any failure event during the Transition Period and related to maintain a signed written plan document for any Code Section 125 planthe activity occurring in connection with the Transition Agreement where the responsibility, risk of loss, or liability is that of the Seller; (f) any Litigation listed on Schedule 2.12Loss, Litigation, or liability that results from the failure of the Seller to have and maintain insurance coverage required by this Agreement or a Purchase Document; (g) litigation that results from events occurring prior to the Closing Date relating to Seller and the Business; and (h) any federal, state, local or other Tax arising out of the Seller's ownership and use of the Acquired Assets or any such obligation of the Seller arising out of any event or state of facts occurring or existing after the Closing.

Agreement of Seller to Indemnify. Subject to the provisions terms and conditions of this Article 7VI, regardless of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect toand the definitions set forth in Section 6.03 hereof, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, the Seller agrees to indemnify, defend, defend and hold harmless Buyer and the Surviving Corporation, their officers, directors, shareholders, other Affiliates, employees and agents (collectively, the "Buyer Group Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Buyer Group Indemnitees by reason of, resulting from, based upon, or arising out of: (a) the breach of any representation or warranty of any Seller contained in or made pursuant to this Agreement, Agreement or any Ancillary Related Agreement or in any certificate, Schedule, Schedule or Exhibit attached hereto or specifically required to be delivered hereunder. For purposes of determining whether any furnished by Seller has breached any such representation or warranty, any qualification or limitation of such representation or warranty by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect or words of similar effect shall be disregardedin connection herewith; (b) the breach or non-fulfillment of any covenant or agreement of any Seller contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit attached hereto or specifically required to be delivered hereunderRelated Agreement; (c) any brokerage or finder's fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with Seller;Excluded Liabilities; and (d) a failure to file any Environmental Losses resulting from events or an incomplete filing of any Form 5500 for the Employee Benefit Plans that should have been filed with the Internal Revenue Service on or conditions existing prior to the Closing Date arising from, based upon or related to Seller's failure to comply with Environmental Laws in existence as of the day next preceding the Closing Date; provided that Seller shall be entitled to control any cleanup related thereto, including any sanctions removal, containment or penalties other remediation or response action (the "Work"). (By way of example only, Buyer shall not have any right to indemnification hereunder in the event that environmental regulations are first enacted after the Closing Date which render a practice performed by Seller on the Closing Date (which practice was in full compliance with all Environmental Laws then in existence) illegal, resulting in a clean-up obligation being imposed on Buyer with respect to Seller's pre-Closing activities). All Work and related activities undertaken by Seller and its contractors and consultants upon the Real Property shall be accomplished in an expeditious, safe and diligent manner in accordance with all applicable federal, state and local laws, ordinances, rules, and regulations, and in a manner that will not unreasonably interfere with the use of the Acquired Assets by Buyer and the Surviving Corporation. Seller shall take and shall cause its contractors and consultants to take all reasonable measures to minimize any disruption or inconvenience caused by the Work and related activities to Buyer and the Surviving Corporation. Work and related activities shall not interfere with Buyer's access to or egress from the Real Property. Seller shall, at Seller's sole cost and expense, repair damage caused by the Work and related activities and restore the affected portion of the Real Property upon which any Work and related activities are performed to a condition equivalent to the condition existing prior to the commencement of the Work. Seller is solely responsible for the identification and avoidance of any and all utilities or structures on the Real Property, and any costs incurred damages related thereto that may be caused by the Seller or its contractors or consultants. Seller shall remove and shall cause its contractors and consultants to remove from the Real Property all equipment, debris, contaminated soil, and all other materials related to the Work in an environmentally appropriate and legal manner and to Buyer's reasonable satisfaction. Seller is solely responsible for containerizing, storing, handling and disposing of all substances and wastes generated from the preparation performance of the Work, in accordance with all applicable federal, state and local laws, ordinances, rules, and regulations; provided, however, that in no event shall any storage, temporary or otherwise, of such Form 5500; substances and wastes be allowed by Seller to occur on the Real Property for more than thirty (e30) any failure to maintain a signed written plan document for any Code Section 125 plan; (f) any Litigation listed on Schedule 2.12days. Seller agrees that it is the generator, under applicable federal, state and local laws, ordinances, rules, and regulations, of all substances and wastes generated from the performance of the Work.

Agreement of Seller to Indemnify. Subject to the provisions Seller shall indemnify and defend Buyer and its officers, directors, employees, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees. representatives, agents, shareholders, partners and affiliates) and hold each of this Article 7them harmless from and against any loss, regardless of claim, liability, cost, damage or expense (including, but not limited to, all expenses reasonably incurred in investigating, preparing and defending any investigation (including any environmental investigation litigation or assessment proceeding, commenced or any due diligence review or investigation) conducted with respect tothreatened, or any knowledge acquired claim or action whatsoever) (or capable of being acquiredcollectively, "Losses") at any time before or after the execution and delivery of this Agreement, the Seller agrees to indemnify, defend, and hold harmless the Buyer Group from, against, for, and in respect of any and all Losses asserted against, imposed upon, suffered or incurred by any such indemnified party to the Buyer Group by reason of, resulting from, based upon, or extent arising out of: from (ai) the any breach of any representation or warranty of any Seller contained in or made pursuant to this Agreement, any Ancillary Agreement or in any schedule, certificate, Scheduleinstrument or other document delivered pursuant hereto, or Exhibit attached hereto or specifically required to be delivered hereunder. For purposes of determining whether (ii) any Seller has breached any such representation or warranty, any qualification or limitation of such representation or warranty by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect or words of similar effect shall be disregarded; (b) the breach or non-fulfillment of any covenant or agreement of any Seller or Lyon's contained in or made pursuant to this Agreement, (iii) subject to Section 1.5 hereof, any Ancillary Agreement federal, state, local, foreign or in other taxes of Lyon's or with respect to any certificate, Schedule, of the Lyon's Assets that are due and payable before the Closing Date or Exhibit attached (iv) any of the litigation matters set forth on SCHEDULE 3.16 hereto or specifically required any other litigation matters or claims which relate to be delivered hereunder; (c) any brokerage or finder's fees or commissions or similar events arising prior to Closing. Subject to the provisions of the preceding sentence, payments due in respect of the transactions contemplated hereto based on contracts or understandings indemnification provided in this Section 8.2 shall be made promptly as Losses shall be incurred. Notwithstanding the foregoing, the indemnified party may recover expenses of legal counsel under the indemnity provided in this Section 8.2 only (i) if the indemnifying party fails to undertake and complete the defense of a claim with Seller; (d) a failure to file or an incomplete filing of any Form 5500 for the Employee Benefit Plans counsel that should have been filed with the Internal Revenue Service on or prior is reasonably acceptable to the Closing Date, including any sanctions indemnified party at the sole expense of the indemnifying party or penalties imposed and any costs incurred in (ii) where the preparation indemnified party incurs expenses of such Form 5500; (e) any failure legal counsel to maintain a signed written plan document for any Code Section 125 plan; (f) any Litigation listed on Schedule 2.12enforce the indemnify provisions hereof.