DEFICIENCIES FOR THE SELLERS Clause Samples

DEFICIENCIES FOR THE SELLERS. As used in this Article 9, the term "Deficiencies" when asserted by the Seller Indemnitees or arising out of a third party claim against the Seller Indemnitees shall mean any and all losses, damages, liabilities and claims sustained by the Seller Indemnitees and arising out of, based on or resulting from: 9.3.2.1 Any misrepresentation, breach of warranty or any non-fulfillment of any representation, warranty, covenant, obligation or agreement on the part of the Buyer or Metro contained in or made in this Agreement or in an Exhibit, Schedule, certificate, statement or agreement delivered pursuant to this Agreement; 9.3.2.2 Any failure by the Buyer to pay or discharge any Continuing Liability or any other liability arising after Closing that is expressly assumed by the Buyer pursuant to the provisions of this Agreement; 9.3.2.3 Any litigation, proceeding or claim by any third party to the extent relating to the business or operations of the Buyer or the Business after the Closing Date; and 9.3.2.4 Any and all acts, suits, proceedings, demands, assessments and judgments and all fees, costs and expenses of any kind, related or incident to any of the foregoing (including, without limitation, any and all Legal Expenses (as defined below)).