Extent of Indemnity. The Lessee is liable to indemnify the Lessor only to the extent that the Lessor is not fully indemnified under any insurance policy. 31. RESOLUTION OF DISPUTES
Extent of Indemnity. Xxxxxxx X. Xxxxxxxx hereby agrees to indemnify and hold harmless Buyer from and against:
(i) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or any Company arising out of or resulting from any breach of any representation or warranty on the part of the Sellers or any Company contained in this Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby;
(ii) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or any Company arising out of or resulting from any nonfulfillment of any agreement on the part of the Sellers or any Company contained in this Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby;
(iii) any and all liabilities of any Company of any nature, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transactions entered into, or any state of facts existing, prior to such date, except (A) liabilities reflected as liabilities on the Closing Balance Sheet (but only to the extent so reserved or reflected), and (B) liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice and to the extent permitted by this Agreement and reflected on the books of account of the Companies;
(iv) any and all liabilities, except to the extent otherwise reflected in the Closing Balance Sheet for (A) Taxes of the Companies for any taxable period ending on or before the Closing Date, (B) in the case of a taxable period that includes, but does not end on, the Closing Date, Taxes of the Companies that are allocable to the portion of such taxable period up to and including the Closing Date (a "Pre-Closing Period"), (C) any liability for Taxes of any consolidated, combined or unitary group of corporations that included a Company on or before the Closing Date and for which the Company may be liable under Treas. Reg. ss.1.1502-6 or analogous provisions of state, local or foreign tax law, and (D) any liability for Taxes of any other person pursuant to the terms of a tax sharing or tax allocation agreement or similar arrangement. Taxes allocable to a Pre-Closing Period shall be determined, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, base...
Extent of Indemnity. Subject to the provisions of Section 8.2(b) hereof, the Shareholders hereby agree, jointly and severally, except as noted below, to indemnify and hold harmless Purchaser, Executive and its Subsidiaries, and their officers, directors, shareholders, and employees (the "PURCHASER INDEMNIFIED PARTIES") from and against: any and all Damages (as defined below) of or to any Purchaser Indemnified Parties arising out of or resulting from (i) any misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of the Shareholders or, at or before the Effective Time, Executive, contained in this Agreement or in any statement or certificate furnished or to be furnished to Purchaser pursuant hereto, and (ii) any of the matters disclosed on Schedule 8.2(b)(ii). Provided, however, notwithstanding the foregoing or any other provision of this Agreement to the contrary, such indemnity and hold harmless obligations of the Shareholders in favor of the Purchaser Indemnified Parties based on or arising out of a breach of the representations and warranties of each Shareholder contained in Article 2 of this Agreement shall be several but not joint.
Extent of Indemnity. Purchaser hereby agrees to indemnify and hold harmless the Shareholders and their respective shareholders, partners, directors, officers and employees from and against any and all damages of or to the Shareholders arising out of or resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of Purchaser contained in this Agreement or in any statement or certificate furnished or to be furnished to Executive pursuant hereto or in connection with the transactions contemplated hereby.
Extent of Indemnity. Seller agrees to indemnify and hold harmless Buyer ------------------- from and against:
(a) Any loss, liability, claim, obligation, damage or deficiency arising out or resulting from any material misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of the Seller.
(b) Any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from operation or ownership of the Business, the Facility or Assets on or before the Closing Date;
(c) Any actions, judgements, costs and expenses (including reasonable actual fees of attorneys and all other expenses incurred by Buyer in investigating, preparing for, or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section 11.07. For the purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, deficiencies, costs, expenses and fees shall be hereinafter referred to as "Damage" or "Damages".
Extent of Indemnity. Buyer agrees to indemnify and hold harmless Seller ------------------- from and against:
(a) Any loss, liability, claim, obligation, damage or deficiency arising out or resulting from any material misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of the Buyer.
(b) Any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from operation or ownership of the Business, the Facility or Assets after the Closing Date;
(c) Any actions, judgements, costs and expenses (including reasonable actual fees of attorneys and all other expenses incurred by Seller in investigating, preparing for, or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section 11.08;
(d) Any and all claims arising under the assumed Liabilities on or after the Effective Date. For the purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, deficiencies, costs, expenses and fees shall be hereinafter referred to as "Damage" or "Damages".
Extent of Indemnity. Seller shall indemnify, defend and hold harmless Buyer, the Company from and against:
(i) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or the Company arising out of or resulting from any misrepresentation or breach of representation or warranty of Seller or the Company contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby (it being understood and agreed that for purposes of determining whether there has been any such misrepresentation or breach of a representation or warranty and for purposes of calculating the amount of Damages arising therefrom, the representations and warranties of Seller and the Company shall be deemed not to be qualified by any concept of "material," "materiality" or similar qualification);
(ii) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or the Company arising out of or resulting from any breach or nonfulfillment of any covenant or agreement of Seller or the Company contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby;
(iii) any loss, liability, claim, obligation, damage or deficiency (including, without limitation, costs of investigation, remediation or other response action) of or to Buyer or the Company arising out of or related to (1) environmental conditions, including without limitation, the presence, Release or threat of Release of Hazardous Materials, in violation of Environmental Laws or which require investigation, remediation or other response action, first occurring prior to the Closing Date at, on, in, under or from any property now or previously owned, operated or leased by the Company or any predecessor in interest, whether into the air, soil, ground or surface waters on-site or off-site; or
Extent of Indemnity. Seller hereby agrees to indemnify, defend and hold harmless Buyer from and against any loss, liability, claim, obligation, damage, or deficiency of or to Buyer arising out of or resulting from breach of any representation or warranty or covenant of Seller.
Extent of Indemnity. Sellers hereby agree to indemnify, defend and hold harmless Buyer and its affiliates from and against:
(i) any and all claims, actions, proceedings, judgments, damages, losses, costs, expenses or liabilities incurred or suffered by, or brought or made against Buyer arising out of or resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of Sellers contained in this Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant to this Agreement;
(ii) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any such breach or nonfulfillment, including the enforcement of this Section in connection therewith. For purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, costs, expenses and fees shall be hereinafter referred to as "Damage" or "Damages". In addition, the amount of any Damages for which indemnification may be sought hereunder shall be determined on an after-tax basis. Notwithstanding the foregoing, Sellers, with respect to the European Subsidiaries, shall have no liability to Buyer for a breach of Sections 2.11 and 2.12 unless and until the value of any claims shall have exceeded the total of the adjustments made pursuant to items (i) through (v) on Exhibit A with respect to Section 2.11 and items (vi) through (ix) with respect to Section 2.12, respectively. With respect to Latin America and Mexico, Sellers shall have no liability unless and until the value of any claims shall have exceeded the adjustments made pursuant to Section 1.2(d)(ii) but in no event in excess of $2,000,000.
Extent of Indemnity. The Lessee will and does indemnify the Lessor and forever holds it harmless from and against all actions, claims, demands, losses, damages, costs and expenses for which the Lessor shall or may be or become liable in respect of or arising from: the negligent use, misuse, waste or abuse by the Lessee or any employee, agent, sub-tenant or any other person claiming through or under the Lessee, of the water, gas, electricity, oil, lighting and other services and facilities of the Premises overflow or leakage of water, including rain water, in or from the Premises, having origin within the Premises or caused or contributed to by any act or omission on the part of the Lessee, employees, agents, sub-tenants or other persons claiming under the Lessee loss, damage or injury from any cause within the direct or indirect control of the Lessee, to property or person caused or contributed to by the use of the Premises by the Lessee or any employee, agent, sub-tenant or other person claiming under the Lessee loss, damage or injury from any cause within the direct or indirect control of the Lessee, to property or person within or without the Premises, occasioned or contributed to by any act, omission, neglect, breach or default of the Lessee or any employee, agent, contractor, sub-contractor, sub-tenants or other person claiming under the Lessee loss, damage or injury from any cause within the direct or indirect control of the Lessee, to property or person within or without the Premises occasioned by any defect or want of repair for which the Lessor is responsible under this Lease, but of which the Lessee has not notified the Lessor any action or omission of the Lessee or any employee, agent, contractor, sub-contractor, sub-tenants or other person claiming under the Lessee.
