Common use of Agreement of Seller to Indemnify Clause in Contracts

Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article X, from and after the Closing, Seller hereby agrees to indemnify, defend and hold Purchaser and Guarantor, their Affiliates and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses including interest, penalties and attorneys’ fees and expenses (collectively, “Damages”) asserted against, resulting to, imposed upon or incurred by any Purchaser Indemnified Party (including the costs and expenses incurred by such Purchaser Indemnified Party in enforcing the provisions of this Section) by reason of, resulting from or arising out of: (a) the Retained Liabilities; (b) a breach by Seller of any of its representations or warranties contained in this Agreement (solely for purposes of determining whether any breach or inaccuracy has occurred and determining the amount of any Damages, no effect will be given to any materiality, material adverse effect or similar qualification contained in such representations and warranties); (c) a breach by Seller of any of its covenants or agreements contained in this Agreement, other than any such covenants or agreements contained in Section 6.08; (d) a breach by Seller of any of its covenants or agreements contained in Section 6.08 to the extent resulting from Seller’s or its Affiliates’ gross negligence or willful misconduct; or (e) the termination by Seller of the employment of any Employees (other than any severance or similar costs resulting from the termination of any such Employees).

Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article X, from and after the Closing, Seller hereby agrees to indemnify, defend and hold harmless Purchaser and Guarantor, their Affiliates and their respective Representatives Guarantor (collectively, the “Purchaser Indemnified Parties”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses expenses, including interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Damages”) ), asserted against, resulting to, imposed upon or incurred by any Purchaser Indemnified Party (including the costs and expenses incurred by such Purchaser Indemnified Party in enforcing the provisions of this Section) by reason of, of or resulting from or arising out offrom: (a) the Retained Liabilities; (b) a breach by Seller of any of its representations or warranties contained in this Agreement (solely for purposes of determining whether any breach or inaccuracy has occurred and determining the amount of any Damages, no effect will be given to any materiality, material adverse effect or similar qualification contained in such representations and warranties)Article IV; (c) a breach by Seller of any of its covenants or agreements contained in this Agreement, other than any such covenants or agreements contained in Section 6.086.09; (d) a breach by Seller of any of its covenants or agreements contained in Section 6.08 6.09 to the extent resulting from Seller’s or its Affiliates’ gross negligence or willful misconduct; or (e) the termination by Seller of the employment of any Employees (other than any severance or similar and related costs resulting from the termination of any such Employees).

Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article X, from and after the Closing, Seller hereby agrees to indemnify, defend and hold Purchaser and Guarantor, their Affiliates and their respective Representatives each Guarantor (collectively, the “Purchaser Indemnified Parties”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses including interest, penalties and attorneys’ fees and expenses (collectively, “Damages”) asserted against, resulting to, imposed upon or incurred by any Purchaser Indemnified Party (including the costs and expenses incurred by such Purchaser Indemnified Party in enforcing the provisions of this Section) by reason of, of or resulting from or arising out offrom: (a) the Retained Liabilities; (b) a breach by Seller of any of its representations or warranties contained in Article IV of this Agreement (solely for purposes of determining whether any breach or inaccuracy has occurred and determining the amount of any Damages, no effect will be given to any materiality, material adverse effect or similar qualification contained in such representations and warranties)Agreement; (c) a breach by Seller of any of its covenants or agreements contained in this Agreement, other than any such covenants or agreements contained in Section 6.08; (d) a breach by Seller of any of its covenants or agreements contained in Section 6.08 to the extent resulting from Seller’s or its Affiliates’ gross negligence or willful misconduct; or (e) the termination by Seller of the employment of any Employees (other than any severance or similar costs resulting from the termination of any such Employees).

Agreement of Seller to Indemnify. Subject to the terms The Seller shall indemnify and conditions of this Article Xdefend Buyer and its officers, from directors, employees, representatives, agents, shareholders, partners and after the Closing, Seller hereby agrees to indemnify, defend and hold Purchaser and Guarantor, their Affiliates affiliates (and their respective Representatives (collectivelyofficers, the “Purchaser Indemnified Parties”directors, employees. representatives, agents, shareholders, partners and affiliates) and hold each of them harmless from and against any loss, claim, liability, cost, damage or expense (including, but not limited to, all demandsexpenses reasonably incurred in investigating, claimspreparing and defending any litigation or proceeding, actions commenced or causes of actionthreatened, assessments, losses, damages, liabilities, costs and expenses including interest, penalties and attorneys’ fees and expenses or any claim or action whatsoever) (collectively, “Damages”"Losses") asserted against, resulting to, imposed upon suffered or incurred by any Purchaser Indemnified Party such indemnified party to the extent arising from (including the costs and expenses incurred by such Purchaser Indemnified Party in enforcing the provisions of this Sectioni) by reason of, resulting from or arising out of: (a) the Retained Liabilities; (b) a any breach by Seller of any representation or warranty of its representations or warranties Seller contained in this Agreement or in any schedule, certificate, instrument or other document delivered pursuant hereto, (solely for purposes of determining whether ii) any breach or inaccuracy has occurred and determining the amount of any Damages, no effect will be given to any materiality, material adverse effect covenant or similar qualification contained in such representations and warranties); (c) a breach by agreement of Seller of any of its covenants or agreements contained in this Agreement, other than (iii) any such covenants liabilities, obligations, contracts (written or agreements contained in Section 6.08; (d) a breach by otherwise), debts, expenses or costs of Seller of any kind or nature other than the Assumed Liabilities, (iv) any federal, state, local, foreign or other taxes of its covenants Seller or agreements contained in Section 6.08 with respect to any of the Assets that are due and payable whether on or before the Closing Date or with respect to any period or portion thereof ending on or before the Closing Date or (v) any failure by Seller to comply with applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of the State of New Jersey, with respect to the extent resulting from Seller’s or its Affiliates’ gross negligence or willful misconduct; or (e) transactions contemplated by this Agreement. Subject to the termination by Seller provisions of the employment preceding sentence, payments in respect of any Employees (other than any severance or similar costs resulting from the termination of any such Employees)indemnification provided in this Section 8.2 shall be made promptly as Losses shall be incurred.