Failure to Discharge Liabilities. Except with respect to the Assumed Liabilities, Sellers and the Shareholders agree, jointly and severally, to indemnify the Purchaser Group and hold the Purchaser Group harmless against any and all loss, liability, damage, claim, cost and expense of any nature whatsoever, including, without limitation, costs of cleanup, containment or other remediation and reasonable attorneys', consultants' and contractors' fees and costs, arising from or in connection with any liability of Sellers arising or accruing prior to, at or following the Closing Date (regardless of any disclosures made in any schedule to this Agreement or any matter described in the environmental assessment referred to in Section 7.01(o) hereof), including, without limitation: (i) Excluded Liabilities; (ii) any payment or performance made by Purchaser to any third party in order to perform or discharge fully or partially any liability or obligation of Sellers (other than the Assumed Liabilities), including any Excluded Liability, which Purchaser shall have the option, but shall not be required, to do; (iii) any judgment or other circumstances pursuant to which Purchaser may be held liable or accountable for, or the Assets may be charged in respect of, any liability or obligation of Sellers; (iv) the presence of contaminants, pollutants and other harmful substances in or on the Real Property; (v) the noncompliance by Sellers with any applicable laws, rules, regulations and orders of federal, state, local and foreign governments and regulatory bodies (including, without limitation, all Environmental Laws and Regulations); (vi) all Taxes attributable to operations of Sellers for any taxable year, period or portion thereof, ending on or before the Closing Date, whether such liabilities relate to the Business or the Assets or otherwise, Sellers being entitled to any and all refunds of such Taxes; and (vii) all claims, disputes or demands of Sellers' Employees that relate to any employee benefit plan (as that term is defined in Section 3(3) of ERISA) or any other fringe benefit maintained or offered by Sellers.
Failure to Discharge Liabilities. Purchaser agrees to indemnify the Sellers Group and hold the Sellers Group harmless against any and all loss, liability, damage, claim, cost and expense of any nature whatsoever, including, without limitation, reasonable attorneys fees arising from or in connection with any liability incurred on account of the Assumed Liabilities.
Failure to Discharge Liabilities. The Redeveloper hereby indemnifies and agrees to hold harmless and defend the Authority from and against any and all loss, liability, damage, claim, fine, penalty, judgment, cost and expense of any nature whatsoever, including, without limitation, reasonable attorneys’ fees, arising from or in connection with: (i) any transferee liability law; (ii) any payment or performance by the Authority to any third party in order to perform or discharge fully or partially any liability or obligation of the Redeveloper which the Authority shall have the option, but shall not be required, to perform or discharge if demand is made on the Authority therefor and threatened to be charged against the Property and the Redeveloper fails to defend against or perform or discharge the same or otherwise to provide reasonable evidence to the Authority that the Redeveloper will comply with its indemnification obligations hereunder, at no cost or expense to the Authority; and/or (iii) any judgment or other circumstances pursuant to which the Authority may be held liable or accountable for, or the Property required hereunder may be charged in respect of, any liability or obligation of the Redeveloper.
Failure to Discharge Liabilities. 51 9.4 Failure to Satisfy Deferred Compensation Arrangements . . . . . . . . . . . . . . . . . .51 (iii)
Failure to Discharge Liabilities. DP agrees to indemnify SLG and hold SLG harmless against any and all loss, liability, damage, claim, cost and expense of any nature whatsoever, including, without limitation, attorneys' fees, arising from or in connection with: (i) any transferee liability law; and (ii) any judgment pursuant to which SLG is held liable or accountable for, or the Assets acquired hereunder or the Business subsequent to the Closing may be charged in respect of, any liability or obligation of DP other than the Assumed Liabilities.
Failure to Discharge Liabilities. Each of -------------------------------- Spxxxxx xnd Shareholder, jointly and severally, agree to indemnify Falcon and hold Falcon harmless against any and all loss, liability, damage, claim, cost and expense of any nature whatsoever, including, without limitation, attorneys' fees, arising from or in connection with: (i) any transferee liability law (other than the unemployment compensation 29 experience rating of former employees of Spxxxxx), (ii) any payment or performance made by Falcon to any third party in order to perform or discharge fully or partially any liability or obligation of Spxxxxx (except for the Assumed Liabilities), which Falcon shall have the option or be required to do, (iii) any judgment or other circumstances pursuant to which Falcon may be held liable or accountable for, or the Transferred Assets to be acquired hereunder may be charged in respect of, any liability or obligation of Spxxxxx xther than the Assumed Liabilities, (iv) the presence of contaminants, pollutants and other harmful substances in, on under or emanating from the premises subject to any lease or occupancy assumed by Falcon hereunder, (v) the non-compliance by Spxxxxx xith any Environmental Laws, (vi) any liability in connection with the consummation of the Transaction to any third party with whom Spxxxxx, or its agents, engaged in discussion regarding the disposition of the Business; (vii) any services provided by Falcon in excess of $50,000 in the aggregate under any warranty in connection with any product sold by or on behalf of Spxxxxx xrior to the Closing; and (viii) any payment or performance made by Falcon to Imperial Thrift and Loan Association or any other third party in order to perform or discharge fully or partially any liability or obligation of Spxxxxx xr Shareholder with respect to the Mortgage Liens or the debt secured thereby.
Failure to Discharge Liabilities. TSSI agrees to indemnify SLG and hold SLG harmless against any and all loss, liability, damage, claim, cost and expense of any nature whatsoever, including, without limitation, attorneys' fees, arising from or in connection with: (i) any transferee liability law; (ii) any payment or performance made by SLG to any third party in order to perform or discharge fully or partially any liability or obligation of TSSI (except for the Assigned Contracts subsequent to the Closing), which SLG shall have the option but not be required to do; and (iii) any judgment or other circumstances pursuant to which SLG may be held liable or accountable for, or the Assets acquired hereunder or the Business subsequent to the Closing may be charged in respect of, any liability or obligation of TSSI other than the Assumed Liabilities.
