Common use of By the Seller and the Principals Clause in Contracts

By the Seller and the Principals. The Seller and the Principals, on a joint and several basis, further agree to indemnify and hold harmless the Buyer from any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, in connection with each and all of the following: (a) Any claims against, or liabilities or obligations of, the Seller or against the Assets not specifically assumed by the Buyer pursuant this Agreement; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller of, or any failure by the Seller to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the Seller, the Assets or its business, whether or not any such violation or failure to comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in order to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to the Seller's business or operation prior to the Closing Date; (e) Any tax liabilities or obligations of the Seller; and (f) Any claims against, or liabilities or obligations of, the Seller with respect to obligations under Employee Plans not specifically assumed by the Buyer pursuant to this Agreement.

By the Seller and the Principals. The Seller and the Principals, on a joint and several basis, further agree to indemnify and hold harmless the Buyer from any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, in connection with each and all of the following: (a) Any claims against, or liabilities or obligations of, the Seller or against the Assets not specifically assumed by the Buyer pursuant this Agreement, including without limitation, any liabilities or obligations of the Seller for accrued vacation or sick pay; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller of, or any failure by the Seller to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the Seller, the Assets or its business, whether or not any such violation or failure to comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in order to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to the Seller's business or operation prior to the Closing Date; (e) Any tax liabilities or obligations of the SellerSeller or the Principal; and (f) Any claims againstclaims, or liabilities or obligations of, the Seller with respect to obligations under Employee Plans not specifically assumed by the Buyer pursuant to this Agreement.

By the Seller and the Principals. The Subject to the terms and conditions of thisArticle 11, the Seller and the Principals, on a joint and several basis, further Principals hereby agree to indemnify indemnify, defend and hold harmless the Company, the Buyer, and their partners, directors, officers, employees and Affiliates (hereinafter “Buyer’s Indemnitees”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the business and assets transferred to Buyer pursuant to this Agreement, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any and representation or warranty of the Seller contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of the Seller contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) any Claim against the Seller, the Purchased Assets or the business of the Seller not specifically assumed by Buyer pursuant hereto or which arises out of or relates to any event first occurring on or prior to the Closing Date. As used in this Article 11, the term “Claim” shall include (i) all claims, damages, Liabilities; (ii) all losses, liabilitiesdamages (including, without limitation, consequential damages), judgments, awards, settlements approved by the Seller (such approval shall not be unreasonably withheld or delayed), costs and expenses (including, without limitation, settlement interest (including prejudgment interest in any litigated matter), penalties, court costs and any legalreasonable attorneys’ fees and expenses); and (iii) all demands, accounting or other expenses for investigating or defending any actions or threatened claims, suits, actions) reasonably incurred by the Buyer, in connection with each costs of investigation, causes of action, proceedings and all of the following: (a) Any claims against, or liabilities or obligations of, the Seller or against the Assets not specifically assumed by the Buyer pursuant this Agreement; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller of, or any failure by the Seller to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the Seller, the Assets or its businessassessments, whether or not any such violation or failure ultimately determined to comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in order to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to the Seller's business or operation prior to the Closing Date; (e) Any tax liabilities or obligations of the Seller; and (f) Any claims against, or liabilities or obligations of, the Seller with respect to obligations under Employee Plans not specifically assumed by the Buyer pursuant to this Agreementbe valid.

By the Seller and the Principals. The Subject to the terms and conditions of thisSection 8, Seller and the Principals, on a joint jointly and several basisseverally, further hereby agree to indemnify indemnify, defend and hold harmless Buyer and the Partnership (hereinafter “Buyer’s Indemnitees”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the Partnership Interests transferred to Buyer pursuant to this Agreement, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any of the Seller or the Principals contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of any of the Seller or the Principals contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) except as incurred in the ordinary course of business between the execution of this Agreement and the Closing Date, Seller’s forty and one half percent (40.5%) portion of any Liability of the Partnership not included on the Recent Balance Sheet or the Disclosure Schedules and which arises out of or relates to events first occurring prior to the Effective Date. As used in this Section 8, the term “Claim” shall include (i) all claimsLiabilities and Liens; (ii) all losses, damages, lossesjudgments, liabilitiesawards, settlements, costs and expenses (including, without limitation, settlement interest (including prejudgment interest in any litigated matter), penalties, court costs and any legalreasonable attorneys’ fees and expenses); and (iii) all demands, accounting or other expenses for investigating or defending any actions or threatened claims, suits, actions) reasonably incurred by the Buyer, in connection with each costs of investigation, costs of defense, causes of action, proceedings and all of the following: (a) Any claims against, or liabilities or obligations of, the Seller or against the Assets not specifically assumed by the Buyer pursuant this Agreement; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller of, or any failure by the Seller to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the Seller, the Assets or its businessassessments, whether or not any such violation ultimately determined to be valid. As used in this Section 8.1, the phrase “Claims asserted against, resulting to, imposed upon, or failure to comply has been disclosed to the Buyer, including any costs incurred by Buyer’s Indemnitees or the Buyer (i) in order Partnership Interests transferred to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to the Seller's business or operation prior to the Closing Date; (e) Any tax liabilities or obligations of the Seller; and (f) Any claims against, or liabilities or obligations of, the Seller with respect to obligations under Employee Plans not specifically assumed by the Buyer pursuant to this Agreement” shall include those Claims as described above that are (a) directly asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the Partnership Interests transferred to Buyer pursuant to this Agreement; and (b) indirectly asserted against, resulting to, imposed upon, or incurred by Buyer’s Indemnitees or the Partnership Interests transferred to Buyer pursuant to this Agreement, where the Buyer’s Indemnitees have actual losses, damages, or other out of pocket costs and expenses.

By the Seller and the Principals. The Seller and the Principals, on a joint and several basis, further agree to indemnify and hold harmless the Buyer from any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, in connection with each and all of the following: (a) Any claims against, or liabilities or obligations of, the Seller or against the Assets not specifically assumed by the Buyer pursuant this Agreement, including without limitation, any liabilities or obligations of the Seller for accrued vacation or sick pay; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller of, or any failure by the Seller to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the Seller, the Assets or its business, whether or not any such violation or failure to comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in order to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to the Seller's business or operation prior to the Closing Date; (e) Any tax liabilities or obligations of the SellerSeller or the Principals; and (f) Any claims againstclaims, or liabilities or obligations of, the Seller with respect to obligations under Employee Plans not specifically assumed by the Buyer pursuant to this Agreement.