Common use of Buyer’s Agreement to Indemnify Clause in Contracts

Buyer’s Agreement to Indemnify. Subject to the terms and conditions of this Article XI, Buyers, jointly and severally, agree to indemnify, defend and hold harmless the Seller Group from and against all Damages asserted against, relating to, imposed upon or incurred by the Seller Group or any member thereof, directly or indirectly, arising out of, based upon, or resulting from (i) any inaccuracy in, or any breach of, any representation and warranty of Buyers contained in this Agreement or any of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in, or made pursuant to this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (iii) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of, or related to, any Seller Indemnity Claims asserted under this Section 11.02; and (v) any claim or liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers.

Buyer’s Agreement to Indemnify. Subject to the terms and conditions of this Article XI, Buyers, jointly and severally, agree to ---------- indemnify, defend and hold harmless the Seller Group from and against all Damages asserted against, relating to, imposed upon or incurred by the Seller Group or any member thereof, directly or indirectly, arising out of, based upon, or resulting from (i) any inaccuracy in, or any breach of, any representation and warranty of Buyers contained in this Agreement or any of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in, or made pursuant to this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (iii) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); (iv) all ---------- interest, penalties, costs and expenses (including, without limitation, all out-out- of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of, or related to, any Seller Indemnity Claims asserted under this Section 11.02; and (v) any claim or ------------- liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers.

Buyer’s Agreement to Indemnify. Subject to the terms and conditions of this Article XI, Buyers, jointly and severally, agree (a) Buyer hereby agrees to indemnify, defend and hold harmless the Seller Group and its officers, directors, employees, agents, representatives and Affiliates (the “Seller Indemnified Parties”) from and against all Damages asserted against, relating to, imposed upon or incurred by any of the Seller Group or any member thereof, directly or indirectly, Indemnified Parties arising out of, based upon, of or in connection with or resulting from any of the following (collectively, “Seller Damages”): (i) any inaccuracy inmisrepresentation, inaccuracy, or any breach of, of any representation and or warranty of Buyers the Buyer contained in this Agreement, any other Transaction Agreement or any of in the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; Buyer Certificate; (ii) any breach or nonfulfillment of, of any covenant or failure to perform, any agreement of the covenants, agreements or undertakings of Buyers Buyer contained in, or made pursuant to in this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or in any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or theretoTransaction Agreement; or (iii) any obligations failure by the Buyer to pay, perform or liabilities arising out of discharge any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); Assumed Liability; (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out ofany Liabilities or alleged Liabilities incurred or arising, or related toalleged to have occurred or arisen, any Seller Indemnity Claims asserted under this in connection with the operation of the PhosLo Business, the condition of the Buyer’s assets or the ownership of the Purchased Assets after the Effective Time, but excluding those Liabilities excluded from the Assumed Liabilities pursuant to the exclusion contained in Section 11.022.4(a)(i); and or (v) any claim Liability or liability for brokerage commissions alleged Liability incurred or finder's fees incurred arising in connection with any demands, claims or actions by reason or on behalf of any action taken shareholders of the Buyer (including shareholder derivative actions) arising out of or relating to the transactions contemplated by Buyersthis Agreement. (b) Within ten days after the Buyer’s receipt from any Seller Indemnified Party of a claim for Seller Damages, the Buyer shall pay such Seller Indemnified Party in cash, subject to the provisions of Section 10.5 in the event of a disagreement and subject to the other provisions of this Article X, the amount set forth in such claim for Seller Damages.

Buyer’s Agreement to Indemnify. Subject to Upon the terms and subject to conditions of this Article XIX, Buyers, jointly and severally, agree Buyer agrees to indemnify, defend and hold harmless the Company (only if the Closing does not occur), its Subsidiaries (only if the Closing does not occur), Sellers, Parents and their respective officers, directors, employees, agents and representatives (collectively, the "Seller Group Indemnified Parties"), at any time after the date of this Agreement, from and against all Damages asserted against, relating to, imposed upon suffered or incurred by the Seller Group Indemnified Parties that are attributable to or result from: (a) the breach by Buyer of any member thereofSurviving Representations; (b) the breach of any covenant or agreement of Buyer contained in this Agreement; (c) any death, directly personal injury or indirectlyproperty damage suffered by Buyer or Buyer's officers, directors, employees or agents that results from or is attributable to the conduct by Buyer or its representatives or agents of Buyer's due diligence investigation of the Company and its Subsidiaries, INCLUDING ANY CLAIMS BASED UPON THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANY SELLERS INDEMNIFIED PARTIES; (d) if the Closing occurs, any act, omission or condition created after April 1, 1987, arising out ofof or attributable to the ownership or operation of the businesses, based uponassets and properties that are owned by Buyer, the Company or resulting from the Subsidiaries on the Closing Date (the "Continuing Operations"), including, but not limited to the following matters, in each case solely to the extent same relate to the Continuing Operations, (i) any inaccuracy inproduct liability or breach of warranty claim arising out of products manufactured or services sold, delivered or any breach ofperformed after April 1, any representation and warranty of Buyers contained in this Agreement or any of the Documents1987, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment ofnew environmental facilities required to be installed after the Closing, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in, or made pursuant to this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (iii) any obligations all costs of dismantling, cleaning out and disposing of buildings, machinery and equipment upon complete or liabilities arising out partial discontinuance of any operations and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); (iv) all interestmatters disclosed in the Disclosure Schedule, penalties------------------- including environmental conditions; (e) to the extent and only to the extent attributable to matters contained in the Disclosure Schedule, costs and expenses any Damages (includingwhich shall include, ------------------- without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountantsEnvironmental Costs) incurred by any Seller Indemnified Party arising out ofof businesses, assets or related toproperties owned, leased or operated after April 1, 1987, by the Company or any Subsidiary, which businesses or properties were disposed of or discontinued prior to the Closing; and (f) to the extent and only to the extent attributable to the environmental conditions that are disclosed in Section 3.20 of the Disclosure ---------- Schedule, any Environmental Costs incurred -------- -37- by any Seller Indemnity Claims asserted Indemnified Party that are attributable to or result from any conditions existing as of April 1, 1987, on any assets or properties contributed to the Company or any Subsidiary by Sellers; provided, however, that Buyer's indemnity obligation under this Section 11.02; 10.6 shall not extend to any Tax Losses or Damages for which Sellers have agreed to indemnify the Buyer Indemnified Parties pursuant to Sections 6.1(d), 10.3 and (v) any claim or liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers10.4 above.