General Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify, protect, defend as provided in Section 6.4 and hold harmless Seller and Seller’s Affiliates, directors, officers and shareholders (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against any Damages arising from or in connection with any of the following (collectively referred to as “Seller Claims”):
(a) the performance or non-performance under, the use or operation of, or the sale or distribution of the Permethrin Assets on and after the Closing;
(b) liability for personal injury or damage to property relating to the Permethrin Products manufactured or sold by or on behalf of Purchaser after the Closing;
(c) any other liability for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and
(d) any material failure by Purchaser to perform or comply with any of its covenants or any material breach of, or material inaccuracy in, any of the representations and warranties of Purchaser contained in this Agreement. Except as otherwise expressly set forth in this Article VI, Purchaser’s obligations with respect to Seller Claims shall be limited by the following:
(i) the amount which Purchaser shall be required to pay for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and
(ii) Purchaser shall have no liability with respect to any Damages unless and until the aggregate amount of the Damages exceeds the sum of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIM.
General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VI, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller, its Affiliates and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to:
(i) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement; and
(ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Purchaser or any of its Affiliates (including the Group Companies solely with respect to periods following the Closing).
General Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Seller Indemnitees") and hold them harmless from, and will pay to Seller Indemnitee the monetary value of, any and all Loss suffered or incurred by such Seller Indemnitee (other than any Loss relating to Taxes, for which indemnification shall solely be governed by Section 6.03) to the extent arising or resulting from:
(i) any inaccuracy in or any breach of any representation or warranty made by Purchaser in this Agreement or any Ancillary Agreement; and
(ii) any nonfulfillment, nonperformance or other breach of any covenant or agreement contained in this Agreement or any Ancillary Agreement made or to be performed by Purchaser or any of its affiliates (including the Company or the Company Subsidiary solely with respect to periods following the Closing).
General Indemnification by Purchaser. The Purchaser agrees to indemnify and hold the Sellers harmless against and in respect of (i) any damage, claim, liability, deficiency, loss, cost or expense (including reasonable attorney's fees) sustained by the Sellers arising out of or resulting from (a) any misrepresentation by the Purchaser contained in this Agreement (or any collateral documents), in any schedules attached hereto or thereto or in a certificate to be delivered at the Closing, or (b) the breach of or default under any warranty or representation, or the nonfulfillment of or default under any agreement or covenant, of the Purchaser contained in this Agreement (or collateral documents), schedules or certificates hereto, (c) the failure, after the Closing Date, of Purchaser to pay or otherwise discharge when due any contractual or other obligation relating to the Company, (d) Taxes for which Purchaser is responsible. The procedures set forth at Section 10(c) shall apply to claims for indemnification made by Sellers.
General Indemnification by Purchaser. Purchaser hereby covenants and agrees to indemnify and save harmless Vendor or Barrick, together with each officer, director, employee and agent of Vendor and Barrick, from and against the following:
General Indemnification by Purchaser. (a) Subject to the terms, conditions and limitations of this Article, Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates from and against any Damages, directly or indirectly, caused by, arising out of, relating to or resulting from (i) the failure of Purchaser to perform or fulfill any agreement or covenant to be performed or fulfilled by it under this Agreement; (ii) any inaccuracy in any representation or breach of any warranty of Purchaser set forth in Article III; and (iii) all Post-Closing Claims. Such indemnity shall include any Taxes due as a result of payments under this indemnity.
(b) Purchaser's obligation to indemnify Seller and its Affiliates under Sections 10.1(a)(i) and (ii) shall expire and be of no further force and effect on the third anniversary of the Closing Date, except with respect to claims Seller has asserted against Purchaser in writing, setting forth with reasonable specificity the nature of such claim, on or before such date.
(c) Purchaser's obligation to indemnify Seller and its Affiliates under Section 10.1(a)(iii) shall not expire.
General Indemnification by Purchaser. Subject to Section 9.9, Purchaser agrees to indemnify and hold harmless the Sellers and their respective heirs, successors and assigns from and against any Losses including, where applicable, interest thereon determined at the Applicable Rate calculated from the earliest date permitted under Applicable Law until the date of payment, which are caused by or arise out of: (a) any breach or default in the performance by Purchaser or the Company of any covenant or agreement of the Purchaser contained herein or in any certificate or instrument delivered pursuant hereto; (b) any breach of warranty or representation made by Purchaser contained herein or in any certificate or instrument delivered pursuant hereto; and (c) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing. To the extent that the Sellers receive an indemnification under any insurance policy, any amount to which the Sellers otherwise would be entitled hereunder shall be reduced accordingly by the amount of such insurance indemnification payment
General Indemnification by Purchaser. Purchaser covenants and agrees to indemnify, defend, protect and hold harmless the Stockholders, Seller and its officers, directors, employees, assigns, successors and Affiliates (individually, a "Seller Indemnified Party" and collectively, "Seller Indemnified Parties") from, against and in respect of:
(a) all Damages suffered, sustained, incurred or paid by the Seller Indemnified Parties in connection with, resulting from or arising out of:
(i) any breach of any representation or warranty of Purchaser set forth in this Agreement or any certificate, delivered by or on behalf of Purchaser in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement on the part of Purchaser, prior to the Closing Date, in this Agreement; or
(iii) any termination of employment of Transferred Employees after Closing (provided, however, there shall be no indemnification by Purchaser for any Damages arising out of or relating to acts of Seller or the Stockholders, whether prior to or after Closing).
(b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 9.2.
General Indemnification by Purchaser. Purchaser covenants and agrees that it will indemnify, defend, protect and hold harmless the Seller and Managing Member, at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by Seller or Managing Member as a result of or arising from (i) any breach of the representations and warranties of Purchaser set forth herein or in the Schedules or certificates attached hereto, or (ii) any breach or nonfulfillment of any covenant or agreement on the part of Purchaser under this Agreement.
General Indemnification by Purchaser. Purchaser shall indemnify, defend and hold harmless the Company, the Company’s officers, directors, employees, agents and representatives and the Stockholders from any and all Losses directly suffered that arise out of or relate to: (a) any breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement; (b) the Assumed Liabilities; and/or (c) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expenses, incurred in enforcing this indemnity (provided, that, if there is a disagreement among the Parties as to a Party’s indemnification obligation, then such amounts shall be payable only to the extent incurred following the determination by a court of competent jurisdiction that such Party is obligated to indemnify the other Party or Parties);
