General Indemnification Obligation of Buyer. Except to the extent SELLER has agreed to be liable to a Seller Indemnified Party (including, but not to, all officers, directors, shareholders and Note holders of Buyer), BUYER will indemnify and hold harmless SELLER, and its officers, directors, and shareholders, (each such person is referred to herein as a “SELLER” or as a "BUYER Indemnified Party") against and in respect of:
(a) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations, against any BUYER Indemnified Party that relate to BUYER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring after the Closing Date;
(b) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any BUYER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of BUYER contained in this Agreement or (ii) contained in any certificate, schedule, statement, document or instrument furnished to SELLER by or on behalf of BUYER at the Closing;
(c) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.2 to the extent SELLER prevails in such enforcement action. SELLER shall promptly notify BUYER of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give BUYER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER; provided that SELLER shall also at all times have the right fully to participate in such defense at its own expense. If BUYER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER any successor to the business and assets of BUYER, shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation.
General Indemnification Obligation of Buyer. From and after the Closing, Buyer will indemnify and hold harmless Seller, and its successors, owners, officers, directors, and affiliates, (collectively, the "Seller Indemnified Persons"), and will reimburse the Seller Indemnified Persons for Damages arising from or in connection with:
(a) any breach of any representation or warranty made by Buyer in (i) this Agreement, (ii) any transfer instrument, or (iii) any certificate, document, writing or instrument required to be delivered by Buyer to Seller as a condition to Closing under this Agreement;
(b) any breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer to Seller pursuant to this Agreement; or
(c) any liability or obligation of the Company or BATCO occurring or arising during the period after the Effective Time; or
(d) any expense or cost incurred by Seller to satisfy a material Legal Obligation related to the presence after the Effective Time of any Hazardous Substance brought on to the Facility by Buyer or an agent or affiliate of Buyer (including, after the Effective Time, BATCO) or created at the Facility by Buyer or an agent or affiliate of Buyer; or the occurrence after the Effective Time of any Hazardous Activity at the Facility caused by or permitted to occur by Buyer or an agent or affiliate of Buyer while the Facility is owned or operated by Buyer or an agent or affiliate of Buyer; or the violation after the Effective Time by the Buyer or an affiliate or agent of Buyer of any Environmental, Health and Safety Laws or the disposal or treatment of Hazardous Substances by the Buyer or an agent or affiliate of Buyer after the Effective Time, provided that such Seller Indemnified Person has received written notice of such a material Legal Obligation from a Governmental Authority which could enforce the Legal Obligation or a third party which would have standing to xxx a Seller Indemnified Person concerning the Legal Obligation; and
(e) any product liability or similar claim by a third party against a Seller Indemnified Person for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Buyer or BATCO, or alleged to have been made by Buyer or BATCO, or which is imposed or asserted to be imposed by operation of law on a Seller Indemnified Person, in connection with any product sold and ...
General Indemnification Obligation of Buyer. From and after the Closing, Buyer will reimburse, indemnify and hold harmless the Sellers, the Principal Officer, the Owners and their respective successors or assigns against and in respect of:
(i) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Sellers that result from, relate to or arise out of:
(A) any and all liabilities and obligations of Sellers which have been specifically assumed by Buyer to this Agreement;
(B) any and all actions, suits, claims or legal administrative, arbitration, governmental or other proceedings or investigations against Sellers that relate to Buyer in which the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of Buyer or any director, officer, employee, agent, representative or subcontractor of Buyer, except for those which a Seller specifically retains pursuant to this Agreement; or
(C) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Buyer under this Agreement or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and
(ii) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 8(b).
General Indemnification Obligation of Buyer. From and after the Closing, Buyer will reimburse, indemnify and hold harmless Sellers and their successors and assigns (an "Indemnified Seller Party") against and in respect of:
(i) Damages. Any and all Damages incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Buyer under this Agreement or any other document delivered by Buyer pursuant to this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers pursuant hereto or thereto; and
General Indemnification Obligation of Buyer. Method of Asserting Claims, Etc.............. 36 d. Guaranty..................................... 38 e.
General Indemnification Obligation of Buyer. 24 7.3 METHOD OF ASSERTING CLAIMS, ETC..................................24 7.4 PAYMENT..........................................................25 7.5
General Indemnification Obligation of Buyer. From and after the Closing, Buyer will reimburse, indemnify and hold harmless Seller and its successors or assigns (an "Indemnified Seller Party") against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of:
(a) Buyer's failure to pay or satisfy any of the Assumed Liabilities; or
(b) any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Buyer under this Agreement.
General Indemnification Obligation of Buyer. From and after the Closing, Buyer will reimburse, indemnify and hold harmless Charles Adair and Charles Axxxx'x xxxxxxsors axx xxxxxxx (xx "Indemnified Seller Party") against and in respect of:
(i) Damages. Any and all Damages incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of (A) any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Buyer under this Agreement or any other document delivered by Buyer pursuant to this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Seller pursuant hereto or thereto; and
General Indemnification Obligation of Buyer. 30 13.3 SURVIVAL; TIME LIMITATIONS................................................................ 30
General Indemnification Obligation of Buyer. 31 Section 6.3 Indemnification Procedures ................................... 32 Section 6.4 Payment ...................................................... 33 Section 6.5 Arbitration .................................................. 34 Section 6.6 Other Rights and Remedies Not Affected ....................... 34
