Buyer’s Indemnification Obligation. (a) Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Xxxxxxxxx and Borrowers, their respective officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives from and against any Liabilities incurred by any of the foregoing Persons arising out of (i) any inaccuracy or breach of any representation or warranty of Buyer contained in Article V of this Agreement, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, (iii) any of the Assumed Liabilities or (iv) the operation of the Business from and after the Closing.
Buyer’s Indemnification Obligation. Buyer agrees to protect, defend, indemnify and hold Seller harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including reasonable attorney's fees), which Seller may hereafter incur, become responsible for or pay out as a result of death, bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any violation of governmental law, regulation, or orders, caused, in whole or in part, by Buyer's breach of any term or provision of this Agreement.
Buyer’s Indemnification Obligation. Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Seller and its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Seller Indemnified Parties”) from and against any Liabilities incurred by any of the foregoing Persons arising out of (a) any misrepresentation in or breach of any representation or warranty of Buyer contained in Article III of this Agreement, (b) any breach of any covenant or agreement of Buyer contained in this Agreement, or (c) any action, suit, litigation, proceeding at law or in equity, arbitration or governmental investigation against, or threatened against, Seller relating to any post-Closing matter regarding the Purchased Assets, except in all cases to the extent any Liabilities arise out of any breach of the Seller's representations, warranties, covenants or agreements set forth in this Agreement.
Buyer’s Indemnification Obligation. Buyer shall indemnify and defend Seller, and hold Seller harmless, from and against any and all losses, costs, expenses, claims, damages, liabilities, actions, proceedings, investigations, injunctions, judgments, orders, rulings, fines (and interest and penalties, if any) (collectively, “Losses”), including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (a) any breach of any representation or warranty of Buyer contained in or given in writing pursuant to this Agreement, or in any other agreement or instrument delivered in connection herewith, (b) any breach or nonfulfillment by Buyer of any covenant or obligation contained in this Agreement or in any other agreement or instrument delivered in connection herewith, or (c) Buyer’s possession or use of the Assets after the Date of Inventory. The terms and provisions of this Section 9 shall survive the Closing.
Buyer’s Indemnification Obligation. Buyer agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Seller, its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Seller Indemnified Parties”) from and against any Liabilities incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation or warranty of Buyer contained in Article III of this Agreement, (b) any breach of any covenant or agreement of Buyer contained in this Agreement, or (c) any use by Buyer, its Affiliates or their respective licensees of the CCS Domain Name or the CCS Trademark after the Closing, including, without limitation, any claims of infringement relating thereto.
Buyer’s Indemnification Obligation. Buyer agrees to indemnify, hold harmless and defend Supplier, its affiliates, and each of its officers, directors, shareholders, managers, members, partners, agents, employees, successors and permitted assigns (the “Buyer Indemnified Parties”) from and against any claims, demands and losses arising on account of: (a) bodily injuries, death or damage to property, to the extent that the same results from the fault, negligent act or omission, or willful misconduct of Buyer and Buyer Responsible Party, and not from the fault, negligent act or omission, or willful misconduct of Supplier or Supplier Responsible Party, (b) Buyer’s breach of the ESA, (c) the violation of any Applicable Laws or Permits by Buyer or Buyer Responsible Party, or (d) any taxes for which Buyer or its affiliates is responsible.
Buyer’s Indemnification Obligation. Subject to the terms and conditions of this Section 11, Buyer agrees to indemnify and hold Seller harmless against any and all losses, costs and expenses (including, without limitation, legal and other expenses), except as expressly limited by the terms of Section 10.5, resulting from or relating to:
Buyer’s Indemnification Obligation. Except as provided in subparagraph (a) and Section 6.3, Buyer shall be responsible for, and shall indemnify Seller and its subsidiaries, and with respect to clause (v) of this Section 6.1(b), in trust for each and every controlling director (as such term is defined in Section 629 of the Taxes Consolidation Act, 1997 of the Republic of Ireland (the "Act")), against (i) any and all Taxes of the Subsidiaries allocable to the Pre-Closing Straddle Period or any other taxable period or portion thereof ending on or before the Closing Date, but only to the extent such Taxes, in the aggregate, do not exceed the accrual established for Taxes on the Final Statement of Assets and Liabilities, (ii) any and all Taxes of a Subsidiary or otherwise relating to the Business allocable to the Post-Closing Straddle Period or any other taxable period or portion thereof beginning after the Closing Date, (iii) any and all Taxes imposed on Seller or any of its subsidiaries (including any Subsidiary) which would not have been imposed but for actions, decisions or elections undertaken or made by Buyer or any of its subsidiaries (including a Subsidiary) after the Closing without Seller's written consent, (iv) any interest or penalties that are due solely to the failure of Buyer to timely file or cause to be
Buyer’s Indemnification Obligation. Buyer shall indemnify and hold harmless each of the Sellers and their respective officers, directors and Shareholders ("Seller Indemnified Parties") from and against any and all Losses which are incurred by or asserted against one or more Seller Indemnified Parties:
Buyer’s Indemnification Obligation. Subject to the provisions of this Article 10 (including Section 10.4), from and after the Closing Date, Buyer agrees to indemnify and hold harmless Seller Group from and against any and all River Rouge Separation Project Losses incurred by Seller Group to the extent caused by the negligence (whether sole, passive, active or concurrent) or other legal fault (including strict liability), gross negligence or willful misconduct (whether sole, passive, active or concurrent) of any member of Buyer Group (including any member of Seller Group acting in its capacity of an agent, operator or contractor on behalf of Buyer under any Transition Services Agreement); provided that Buyer shall not be obligated to indemnify Seller Group for the proportionate part of any such River Rouge Separation Project Losses resulting from the negligence, gross negligence or willful misconduct of any member of Seller Group (excluding any member of Seller Group acting in its capacity as an agent, operator or contractor on behalf of Buyer under any Transition Services Agreement).
