Common use of Compost's Indemnity Obligations Clause in Contracts

Compost's Indemnity Obligations. Compost shall indemnify and hold harmless the Company (after the Closing), Purchaser and the Company's (after the Closing) and the Purchaser's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Purchaser Indemnified Party") from and against any and all claims (including without limitation, Environmental Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified Amounts") paid, imposed on or incurred by a Purchaser Indemnified Party, directly or indirectly, (i) relating to, resulting from or arising out of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Compost or the Company (on or before the Closing) in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument contemplated by and delivered in connection with this Agreement, (b) any violation or breach by Compost or the Company (on or before the Closing) of, or default by Compost or the Company (on or before the Closing) under, the terms of this Agreement or any certificate or instrument contemplated by and delivered in connection with this Agreement, (c) any amounts for which the Purchaser Indemnified Parties become liable as a result of any bankruptcy filed by Compost (whether voluntary or involuntary) on or before the date one (1) year after Closing or any claim under the Bankruptcy Code, including preferential transfers or fraudulent transfers; (d) any amounts for which a Purchaser Indemnified Party may become liable as a result of any late filing or payment of federal, state or local taxes and/or tax returns of the Company due for periods prior to the Closing Date, (e) any amounts for which a Purchaser Indemnified Party may become liable relating to the items listed on Schedule 5.15, (f) any claim for indemnification by any current or former director, officer or employee of the Company or other person entitled to indemnification by the Company (whether pursuant to statute, contract or the articles of incorporation or bylaws of the Company) that is not covered by the insurance referenced in Section 8.3(i) of this Agreement, or (g) the lawsuit listed as item no. 1 on Schedule 5.8 or (ii) relating to, resulting from or arising out of any allegation of a third party of the events described in Sections 10.1(a), (b), (c) , (d), (e), (f) or (g) above. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OF ANY PARTY, INCLUDING ANY PURCHASER INDEMNIFIED PARTY OR THE NEGLIGENCE OF THE COMPANY OR THE COMPANY'S OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.