Common use of Buyer Indemnity Clause in Contracts

Buyer Indemnity. Buyer agrees to indemnify and hold harmless Seller and its Affiliates, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "SELLER INDEMNIFIED PERSONS" and each a "SELLER INDEMNIFIED PERSON") from and against (i) any claim, cost, loss, liability or damage arising out of or relating to any Assumed Liabilities, (ii) any claim, cost, loss, liability or damage incurred or sustained by any Seller Indemnified Person as a result of any misrepresentation or breach of warranty by Buyer or a breach by Buyer of any covenant or other agreement contained herein, or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein, (iii) any claim, cost, loss, liability or damage arising out of or relating to any governmental or other third party claim or action against any Seller Indemnified Person to the extent arising out of or relating to the ownership or operation of the Business or Assets by Buyer or any other person following the Closing Date, other than any Excluded Liability, (iv) any claim, liability or obligation arising out of or relating to any Materials of Environmental Concern existing on, at or under any Asset after the Closing Date or otherwise arising from, or in connection with, the conduct of the Business by the Buyer or any other person after the Closing Date, in each case except for any Excluded Liability set forth in Section 1.5(b)(xi) and (v) all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by any Seller Indemnified Person in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 8.2.

Buyer Indemnity. Subject to the provisions of Section 8.04 hereof, Buyer agrees to shall defend, indemnify and hold harmless Seller and its Affiliates, each of Parent (and their respective directors, officers, employees and employees, agents, and each of the heirs, executorsaffiliates, successors and assigns of any of the foregoing (collectively, the "SELLER INDEMNIFIED PERSONS" and each a "SELLER INDEMNIFIED PERSON"assigns) from and against any and all direct or indirect requests, demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, damages (including without limitation punitive, exemplary or consequential damages and lost income and profits and interruptions of business), liabilities, costs, and expenses of any kind (including without limitation (i) any claiminterest, cost, loss, liability or damage arising out of or relating to any Assumed Liabilities, (ii) any claim, cost, loss, liability or damage incurred or sustained by any Seller Indemnified Person as a result of any misrepresentation or breach of warranty by Buyer or a breach by Buyer of any covenant or other agreement contained herein, or under any other agreement executed penalties and delivered by the parties in furtherance of the transactions described herein, (iii) any claim, cost, loss, liability or damage arising out of or relating to any governmental or other third party claim or action against any Seller Indemnified Person to the extent arising out of or relating to the ownership or operation of the Business or Assets by Buyer or any other person following the Closing Date, other than any Excluded Liability, (iv) any claim, liability or obligation arising out of or relating to any Materials of Environmental Concern existing on, at or under any Asset after the Closing Date or otherwise arising from, or in connection with, the conduct of the Business by the Buyer or any other person after the Closing Date, in each case except for any Excluded Liability set forth in Section 1.5(b)(xi) and (v) all reasonable costs and expenses (including reasonable attorneys' fees and disbursementsexpenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder) whether accrued, absolute, contingent, known, unknown or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by Seller or a shareholder, officer, or director of Seller or its respective representatives or assigns, by reason of, resulting from, arising out of, based upon, awarded or asserted against in respect of or otherwise in respect of any breach of any representation and warranty contained in this Agreement, or any misrepresentation in or omission from any certificate furnished or to be furnished to Seller Indemnified Person in connection by Buyer pursuant to this Agreement. The remedy and right of recovery for any indemnity claim covered hereby shall be limited to $1,650,000. The indemnity herein contained shall expire one year following the Closing; provided, however, that if an indemnity claim is asserted prior to such expiration date, but is contested or otherwise not resolved at such expiration date, this indemnity shall expire with any action, suit, proceeding, demand, assessment or judgment incident respect to any such claim only upon resolution of the matters indemnified against in this Section 8.2claim.

Buyer Indemnity. From and after the Closing, Seller --------------- shall, on the terms and conditions set forth herein, indemnify Buyer agrees to indemnify against, and hold harmless Seller reimburse Buyer, its subsidiaries and its Affiliates, each of their respective directorssuccessors, officers, employees assigns and agents, and each of the heirs, executors, successors and assigns of any of the foregoing affiliates (collectively, the "SELLER INDEMNIFIED PERSONS" and each a "SELLER INDEMNIFIED PERSONBuyer Indemnitees") for, any loss, expense, ----------------- liability or other damages, including reasonable costs of investigation, interest, penalties and attorneys' and accountants' fees in the prevention of or defense against such loss, expense, liability or damages and in the enforcement of this indemnity (collectively, "Damages") incurred by such Buyer Indemnitees ------- in connection with or arising from and against or attributable to (i) any claim, cost, loss, liability breach or damage arising out inaccuracy of any representation or relating to any Assumed Liabilitieswarranty made by Seller in Article III of this Purchase Agreement, (ii) failures by Seller to perform or otherwise fulfill any claim, cost, loss, liability or damage incurred or sustained by any Seller Indemnified Person as a result of any misrepresentation or breach of warranty by Buyer or a breach by Buyer of any covenant undertaking or other agreement contained herein, or under any other agreement executed and delivered contemplated by the parties in furtherance of the transactions described hereinthis Purchase Agreement, (iii) any claim, cost, loss, liability or damage arising out of or relating related to any governmental Excluded Assets, or other (iv) Seller Net Liabilities in excess of $18,750,000, whether or not such Damages are the result of any third party claim or action against claim; provided, however, that Seller -------- ------- shall have no obligation to any Seller Indemnified Person Buyer Indemnitee under subsection (i), (ii) and (iii) of this Section 7.3 until, and then only to the extent arising out of that, the aggregate Damages suffered by such Buyer Indemnitees individually or relating collectively exceed $50,000; provided, further, that such $50,000 deductible amount shall not apply -------- ------- to any Damages incurred by a Buyer Indemnitee with respect to the ownership or operation obligations of the Business or Assets by Buyer or any other person following the Closing Date, other than any Excluded Liability, Seller (x) under subsection (iv) any claim, liability or obligation arising out of or relating to any Materials of Environmental Concern existing on, at or under any Asset after the Closing Date or otherwise arising fromthis Section 7.3, or (y) with respect to the obligation of Seller to pay the Overage as described in connection with, the conduct last sentence of the Business by the Buyer or any other person after the Closing Date, in each case except for any Excluded Liability set forth in Section 1.5(b)(xi1.2(c) and (v) all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by any Seller Indemnified Person in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 8.2hereof.

Buyer Indemnity. Buyer agrees to indemnify and hold harmless each Seller and its Affiliates, each of their respective directors, officers, employees affiliates harmless against and agents, and each in respect of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "SELLER INDEMNIFIED PERSONS" and each a "SELLER INDEMNIFIED PERSON") from and against (i) any claim, cost, loss, liability or damage arising out incurred or sustained by any Seller or their respective affiliates as a result of any misrepresentation or relating to breach of warranty by Buyer or EMP or a breach by Buyer or EMP of any Assumed Liabilities, covenant or other agreement contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein; (ii) any claim, cost, loss, liability or damage incurred or sustained by any Seller Indemnified Person as a result of any misrepresentation or breach of warranty by Buyer or a breach by Buyer of any covenant or other agreement contained herein, or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein, (iii) any claim, cost, loss, liability or damage arising out of or relating to any governmental or other third party claim or action against any Seller Indemnified Person to the extent arising out of or relating to the ownership or operation of the Business or and Assets by Buyer or any other person following the opening of business on the Closing Date, except for any matters giving rise to an indemnity claim under Section 7.1; (iii) the first $500,000 of aggregated liability (including professional and expert fees and disbursements) of GCC and GII under any litigation, claim, suit, action, proceeding, investigation or any other than matter arising from the publishing of any Excluded Liabilitymaterial prior to the Closing Date or any events occurring before the Closing Date that are not covered by insurance policies (which may include Sellers' share of any Mandatory Settlement) together with Buyer's share of any Mandatory Settlement (which shall be borne by the Buyer pursuant to the terms of Section 7.3), provided, however, that the Sellers shall retain all responsibility for the payment of liabilities in connection with the Xxxxxxxxxxxxxx Litigation and Buyer's indemnification obligation for up to $500,000 of litigation shall not extend to the Xxxxxxxxxxxxxx Litigation; (iv) any claim, cost loss, liability or obligation arising out damage incurred by reason of Buyer's failure to pay or relating to discharge any Materials of Environmental Concern existing on, at or under any Asset after the Closing Date or otherwise arising from, or Assumed Liabilities in connection with, the conduct of the Business by the Buyer or any other person after the Closing Date, in each case except for any Excluded Liability set forth in Section 1.5(b)(xi) accordance with their terms; and (v) all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by any Seller Indemnified Person or its affiliates in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 8.27.2.

Buyer Indemnity. To the extent permitted by law, Buyer agrees to will indemnify and hold harmless Seller each of Parent, its officers and directors and each person, if any, who controls Parent within the meaning of the Securities Act, against any costs or expenses (including attorney's fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such costs or expenses (including attorney's fees), judgments, fines, losses, claims, damages liabilities or amounts paid in settlement (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained or expressly incorporated by reference in any such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Parent and its Affiliates, each of their respective directors, officers, employees officers and agents, directors and each of the heirs, executors, successors and assigns of such controlling person for any legal or other expenses reasonably incurred by any of the foregoing (collectivelythem in connection with investigating or defending any such loss, the "SELLER INDEMNIFIED PERSONS" and each a "SELLER INDEMNIFIED PERSON") from and against (i) any claim, cost, lossdamage, liability or damage arising action; provided, however, that the indemnity agreement contained in this Section 6.4 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Buyer (which consent shall not be unreasonably withheld) nor shall Buyer be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or relating to any Assumed Liabilities, (ii) any claim, cost, loss, liability is based upon an untrue statement or damage incurred alleged untrue statement or sustained by any Seller Indemnified Person as a result of any misrepresentation omission or breach of warranty by Buyer or a breach by Buyer of any covenant or other agreement contained herein, or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein, (iii) any claim, cost, loss, liability or damage arising out of or relating to any governmental or other third party claim or action against any Seller Indemnified Person to the extent arising out of or relating to the ownership or operation of the Business or Assets by Buyer or any other person following the Closing Date, other than any Excluded Liability, (iv) any claim, liability or obligation arising out of or relating to any Materials of Environmental Concern existing on, at or under any Asset after the Closing Date or otherwise arising from, or in connection with, the conduct of the Business by the Buyer or any other person after the Closing Date, in each case except for any Excluded Liability set forth in Section 1.5(b)(xi) and (v) all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by any Seller Indemnified Person alleged omission made in connection with such Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Parent or any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 8.2person controlling Parent.