Common use of General Indemnification Obligation of Purchaser Clause in Contracts

General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Seller, its officers, directors, employees, agents and successors or assigns against and in respect of: (a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that result from, relate to or arise out of the breach or inaccuracy or nonfulfillment of any representation or warranty on the part of Purchaser under this Agreement or any material breach or inaccuracy of any representation, warranty or covenant of Purchaser in any Purchaser Document; (b) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that result from, relate to or arise out of the nonfulfillment on or after the Closing Date of any agreement or covenant on the part of Purchaser under this Agreement; (c) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that relate to the failure of the Company to pay, perform or discharge any of the Liabilities or the Environmental Liabilities of the Company or any of its Subsidiaries arising prior to, at or after the Closing, excluding Income and Property Taxes, but including, without limitation, Liabilities or Environmental Liabilities arising from the condition of any Real Property or Disposed Real Property, other than Disposed Real Property acquired by Seller from the Company; (d) 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 11.2.

General Indemnification Obligation of Purchaser. From Except as otherwise provided in Article 8 with respect to Taxes from and after the Closing, Purchaser will and the Company will, jointly and severally, reimburse, indemnify indemnify, defend, and hold harmless SellerSellers, its the Company's officers, directors, directors and employees, agents and the agents, successors or assigns of Sellers (each an "Indemnified Sellers Party") against and in respect of: (a) 10.2.1 any and all damages, losses, deficiencies, liabilities, costs and expenses Damages incurred or suffered by Seller any Indemnified Sellers Party that result from, relate to or arise out of the any misrepresentation, breach of warranty, or inaccuracy or nonfulfillment of any representation or warranty on the part of Purchaser under this Agreement or any material breach or inaccuracy of any representation, warranty or covenant of Purchaser in any Purchaser Document; (b) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that result from, relate to or arise out of the nonfulfillment on or after the Closing Date non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement, unless waived by Sellers, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers pursuant to this Agreement; (c) 10.2.2 any and all damages, losses, deficiencies, liabilities, costs and expenses Damages incurred or suffered by Seller any Indemnified Sellers Party that results from, relate to or arise out of any misrepresentation, breach of warranty on the failure part of Purchaser or the non-fulfillment after the Closing of any agreement or covenant on the part of the Company to payunder this Agreement, perform unless waived by Sellers; 10.2.3 any and all actions, suits, claims, or discharge any of the Liabilities legal, administrative, arbitration, governmental or the Environmental Liabilities of the Company other proceedings or any of its Subsidiaries arising prior toinvestigations, at or after the Closingdemands, excluding Income assessments, audits, fines, judgments, costs and Property Taxes, but other expenses (including, without limitation, Liabilities reasonable legal fees and expenses) against any Indemnified Sellers Party that relate to the Business or Environmental Liabilities arising from any other operation or business conducted by the Company at any time, including, specifically at all times prior to and after the Closing, and the condition of any Real Property owned, leased, used or Disposed Real Property, other than Disposed Real Property acquired operated by Seller from the Company;, or any prior subsidiary of the Company at any time, including, but not limited to, all of the Environmental Liabilities of the Company; or (d) 10.2.4 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 11.210.2.

General Indemnification Obligation of Purchaser. From and after the Closing, subject to the limitations of Section 6.3 hereof, Purchaser will shall reimburse, indemnify and hold harmless SellerSeller and its successors or assigns and their respective officers, its officersagents, directors, employeesshareholders, agents insurers and successors or assigns attorneys (each an "INDEMNIFIED SELLER PARTY") against and in respect of: (a) of any and all damages, losses, deficiencies, liabilities, costs and expenses (including reasonable legal fees and expenses) incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of: (a) any and all liabilities and obligations of Seller which have been specifically assumed by Purchaser pursuant to Section 1.4.1 of this Agreement, the breach Assignment and Assumption Agreement and the Lease Assignment and Assumption Agreement; (b) any and all actions, suits, claims, or inaccuracy legal, administrative, arbitration, governmental or nonfulfillment other proceedings or investigations against any Indemnified Seller Party that relate to the Purchaser, Transferred Business or the Purchased Assets in which the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any representation action or inaction after the Closing Date of Purchaser or any shareholder, director, officer, employee, agent, representative, consultant or subcontractor of Purchaser, except for those liabilities or obligations which Seller is obligated to indemnify the Indemnified Purchaser Parties pursuant to Section 6.1 hereof; or (c) any misrepresentation, breach of warranty or non-fulfillment of any agreement, obligation or covenant on the part of Purchaser under this Agreement or from any material breach misrepresentation in or inaccuracy omission from any schedule, certificate, statement, document or instrument furnished to Seller pursuant hereto or in connection with the negotiation, execution or performance of any representation, warranty or covenant of Purchaser in any Purchaser Document; (b) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that result from, relate to or arise out of the nonfulfillment on or after the Closing Date of any agreement or covenant on the part of Purchaser under this Agreement; (c) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that relate to the failure of the Company to pay, perform or discharge any of the Liabilities Services Agreement or the Environmental Liabilities of the Company or any of its Subsidiaries arising prior toSupply Agreement, at or after the Closing, excluding Income and Property Taxes, but including, without limitation, Liabilities or Environmental Liabilities arising from the condition of any Real Property or Disposed Real Property, other than Disposed Real Property acquired by Seller from the Company; (d) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses expenses, (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 11.26.2.

General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburseindemnify, indemnify defend and hold harmless SellerSeller and Shareholders and their respective heirs, its officersexecutors, directors, employees, agents and successors or assigns (an "Indemnified Seller Party") against and in respect of: (a) any 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 the breach or inaccuracy or nonfulfillment of any representation or warranty on the part of Purchaser under this Agreement or any material breach or inaccuracy of any representation, warranty or covenant of Purchaser in any Purchaser Document;of: (bi) any and all damagesliabilities and obligations of Seller which have been specifically assumed by Purchaser pursuant to this Agreement, lossesincluding, deficiencieswithout limitation, liabilities, costs and expenses incurred or suffered by Seller that result from, relate to or arise out the Assumed Liabilities; (ii) the operation of the nonfulfillment on Business or the business of the Emtech Affiliates or the ownership of the Assets or the assets acquired under the Emtech Purchase Agreements from and after the Closing Date Date. (iii) any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement;, or under any agreement or instrument delivered by Purchaser in accordance with this Agreement to Seller or Shareholders; and (c) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that relate to the failure of the Company to pay, perform or discharge any of the Liabilities or the Environmental Liabilities of the Company or any of its Subsidiaries arising prior to, at or after the Closing, excluding Income and Property Taxes, but including, without limitation, Liabilities or Environmental Liabilities arising from the condition of any Real Property or Disposed Real Property, other than Disposed Real Property acquired by Seller from the Company; (db) any and all actions, suits, claims, proceedingsproceeding, 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 11.26.2. Purchaser shall have no liability to any Indemnified Seller Party under this Section 6.2 (a) and (b) until such time as the losses and claims of all Indemnified Seller Parties under Section 6.2(a) of this Agreement and also Section 6.2(a) under the Emtech Purchase Agreement exceed an amount equal to One Hundred Thousand Dollars ($100,000.00), in the aggregate (the "Purchaser's Basket"). All losses and claims of the Indemnified Seller Parties shall accrue in the aggregate until they exceed the Purchaser's Basket, and thereupon Purchaser shall become obligated to indemnify the Indemnified Seller Party for all amounts of Purchaser's Basket, including the first dollar. Notwithstanding any provision herein to the contrary, Purchaser's Basket shall not be applicable with respect to any losses or claims arising by reason of or related to: (i) a breach of any covenant under this Agreement by Purchaser, including, without limitation, the covenant to satisfy and discharge any Assumed Liability; or (ii) the breach of the representations and warranties of Purchaser under Sections 3.2.5 through 3.2.7 and 3.4.

General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Seller, Seller and its officers, directors, employees, agents and successors or assigns (an "Indemnified Seller Party") against and in respect of: (a) any 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 the breach or inaccuracy or nonfulfillment of any representation or warranty on the part of Purchaser under this Agreement or any material breach or inaccuracy of any representation, warranty or covenant of Purchaser in any Purchaser Document;of: (bi) any and all damagesliabilities and obligations of Seller which have been specifically assumed by Purchaser to this Agreement; (ii) any and all actions, lossessuits, deficienciesclaims, liabilitiesor legal, costs and expenses incurred administrative, arbitration, governmental or suffered by other proceedings or investigations against any Indemnified Seller Party that result from, relate to Purchaser or arise out of the nonfulfillment Business in which the principal event giving rise thereto occurred on or after the Closing Date or which result from or arise out of any action or inaction on or after the Closing Date of Purchaser or any director, officer, employee, agent, representative or subcontractor of Purchaser; or (iii) any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement;, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Seller pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and (c) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that relate to the failure of the Company to pay, perform or discharge any of the Liabilities or the Environmental Liabilities of the Company or any of its Subsidiaries arising prior to, at or after the Closing, excluding Income and Property Taxes, but including, without limitation, Liabilities or Environmental Liabilities arising from the condition of any Real Property or Disposed Real Property, other than Disposed Real Property acquired by Seller from the Company; (db) any and all actions, suits, claims, proceedingsproceeding, 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 11.28.2.

General Indemnification Obligation of Purchaser. From and after the Closingdate hereof, Purchaser will reimburse, indemnify and hold harmless Seller, its officers, directors, employeesagents, agents employees and controlling persons and their successors or assigns (each, an "Indemnified Seller Party") against and in respect of: (a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered directly or indirectly by any Indemnified Seller Party that result from, relate to or arise out of of: (i) the breach or inaccuracy or nonfulfillment of any representation or warranty on the part of Purchaser under this Agreement or any material breach or inaccuracy of any representation, warranty or covenant of Purchaser in any Purchaser DocumentAssumed Liabilities; (bii) any and all damagesmisrepresentation, losses, deficiencies, liabilities, costs and expenses incurred breach of warranty or suffered by Seller that result from, relate to or arise out of the nonfulfillment on or after the Closing Date non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement;, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Seller pursuant to this Agreement; or (ciii) any and all damagesactions, lossessuits, deficienciesclaims, liabilitiesor legal, costs and expenses incurred administrative, arbitration, governmental or suffered by other proceedings or investigations against any Indemnified Seller Party that relate to the failure of the Company to pay, perform or discharge any of the Liabilities Purchaser or the Environmental Liabilities Business (x) to the extent that such actions, suits, claims, proceedings or investigations relate solely to events, conditions, operations, facts or circumstances which occurred wholly after the Closing or (y) which result from or arise solely out of any action or inaction wholly after the Company Closing of Purchaser or any director, officer, employee, agent, or representative of its Subsidiaries arising prior toPurchaser, at or after and in each case of clause (x) and (y) to the Closing, excluding Income and Property Taxes, but including, without limitation, Liabilities or Environmental Liabilities arising from extent solely attributable to the condition negligence of any Real Property or Disposed Real Property, other than Disposed Real Property acquired by Seller from the Company;Purchaser; and (db) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expensesexpenses and costs of investigation) incident to any of the foregoing or to the enforcement of this Section 11.25.2.

General Indemnification Obligation of Purchaser. From and after the Closing, subject to the limitations of Section 6.3 hereof, Purchaser will shall reimburse, indemnify and hold harmless SellerSeller and its successors or assigns and their respective officers, its officersagents, directors, employeesshareholders, agents insurers and successors or assigns attorneys (each an "Indemnified Seller Party") against and in respect of: (a) of any and all damages, losses, deficiencies, liabilities, costs and expenses (including reasonable legal fees and expenses) incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of: (a) any and all liabilities and obligations of Seller which have been specifically assumed by Purchaser pursuant to Section 1.4.1 of this Agreement, the breach or inaccuracy or nonfulfillment of any representation or warranty on Assignment and Assumption Agreement, the part of Purchaser under this Lease Assignment and Assumption Agreement or any material breach or inaccuracy of any representation, warranty or covenant of Purchaser in any Purchaser Documentand the Technology Transfer Agreement; (b) any and all damagesactions, lossessuits, deficienciesclaims, liabilitiesor legal, costs and expenses incurred administrative, arbitration, governmental or suffered by other proceedings or investigations against any Indemnified Seller Party that result from, relate to the Transferred Business in which the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of the nonfulfillment on any action or inaction after the Closing Date of Purchaser or any agreement shareholder, director, officer, employee, agent, representative, consultant or subcontractor of Purchaser, except for those liabilities or obligations which Seller is obligated to indemnify the Indemnified Purchaser Parties pursuant to Section 6.1 hereof; or (c) any misrepresentation, breach of warranty or non- fulfillment of any agreement, obligation or covenant on the part of Purchaser under this Agreement; (c) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that relate to the failure of the Company to pay, perform or discharge any of the Liabilities Technology Transfer Agreement or the Environmental Liabilities Support Agreement or from any misrepresentation in or omission from any schedule, certificate, statement, document or instrument furnished to Seller pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; the Company Technology Transfer Agreement or the Support Agreement, in each case determined without regard to any of its Subsidiaries arising prior to, at materiality or after the Closing, excluding Income material adverse effect qualification contained in any such representation or warranty; and Property Taxes, but including, without limitation, Liabilities or Environmental Liabilities arising from the condition of any Real Property or Disposed Real Property, other than Disposed Real Property acquired by Seller from the Company; (d) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses expenses, (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 11.26.2.