Common use of General Indemnification Obligation Clause in Contracts

General Indemnification Obligation. (a) The Seller Group, jointly and severally, shall indemnify and hold halmless the Purchaser, the Company and their respective officers, directors, employees, agents, representatives and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Seller Group contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Indebtedness or Selling Expenses of the Company not fully paid on the Closing Date; (iii) any Taxes in respect of the period prior to Closing; and (iv) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any of the foregoing disclosed by the Seller Group on Schedule 4.9 hereto. (b) The Purchaser shall indemnify and hold harmless the Seller Group, and their respective beneficiaries, heirs, administrators, and representatives from and against any and all Losses by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Purchaser contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes in respect of the period after Closing; and (iii) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives after the Closing Date.

General Indemnification Obligation. (a) The Subject to the limitations contained in Section 9.3, Seller Group, jointly and severally, shall indemnify and hold halmless the Purchaser, the Company harmless Purchaser and their respective its officers, directorsmanagers, members, employees, agents, representatives and Affiliates (each a “Purchaser Indemnified Party”) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including, without limitation, including but not limited to reasonable attorneys’ fees) and disbursements (collectively, the collectively “Losses”) actually sustained by any of the foregoing such Persons based upon, arising out of of, or otherwise in respect of of: (i) any inaccuracies in any representation or warranty, or any breach of any covenant representation or agreement, warranty of the Seller Group contained in this Agreement or any Ancillary Agreement (including any schedule or exhibit attached hereto) hereto or any Ancillary Agreement; thereto); (ii) any Indebtedness breach of any covenant or Selling Expenses agreement of the Company not fully paid on the Closing Date; Seller contained in this Agreement or any Ancillary Agreement (including any schedule or exhibit attached hereto or thereto); (iii) any Taxes in respect of the period prior to ClosingRetained Liabilities; and and (iv) any and all complaints, actions, suits, proceedings, hearings or investigations the failure of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions Purchaser to withhold a portion of the Company Final Purchase Price as required under the Ohio Revised Code. (b) Purchaser shall indemnify and their respective predecessors, hold harmless Seller and its officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any of the foregoing disclosed by the Affiliates (each a “Seller Group on Schedule 4.9 hereto. (bIndemnified Party”) The Purchaser shall indemnify and hold harmless the Seller Group, and their respective beneficiaries, heirs, administrators, and representatives from and against any and all Losses actually sustained by any of the foregoing such Persons based upon, arising out of or otherwise in respect of of: (i) any inaccuracies in any representation or warranty, or any breach of any covenant representation or agreement, warranty of the Purchaser contained in this Agreement or any Ancillary Agreement (including any schedule or exhibit attached hereto) hereto or any Ancillary Agreement; thereto); (ii) any Taxes breach of any warranty, covenant, or agreement of Purchaser contained in respect of the period after Closing; and this Agreement or any Ancillary Agreement (including any schedule or exhibit attached hereto or thereto); (iii) any and all complaintsof the Assumed Liabilities; and (iv) any liability, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out ofloss, or relating to, obligation resulting from the business, operations or actions operation of the Company and their respective predecessors, officers, directors, employees, agents and representatives Business after the Closing Date, except to the extent arising from a Retained Liability.

General Indemnification Obligation. (a) The Seller GroupFrom and after the Closing, jointly and severally, shall each Party (the “Indemnifying Party”) agrees to indemnify and hold halmless harmless the Purchaserother Party (i.e., each of the Company T-Mobile Parties or each of the VZW Parties, as the case may be) and its Affiliates, and its and their respective officersshareholders, partners, directors, employeesofficers, members, managers, agents, representatives employees, successors and Affiliates from assigns (each, an “Indemnified Party”) against and against in respect of any and all damages, losses, deficiencies, liabilities, claims, damages, penaltiesassessments, fines, judgments, awards, settlements, costs, fees, costs and other expenses (including, without limitation, including reasonable attorneys’ feeslegal fees and expenses and reasonable expenses of investigation) and disbursements (collectively, the “Losses”) incurred or suffered by any Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the foregoing arising Indemnifying Party or asserted by third parties, that result from, relate to or arise out of or otherwise in respect of of: (i) any inaccuracies inaccuracy in or breach of the representations and warranties made by the Indemnifying Party herein or in any representation or warranty, or any breach of any covenant or agreement, of the Seller Group contained in this Agreement (including any schedule or exhibit attached certificate delivered pursuant hereto) or any Ancillary Agreement; ; (ii) any Indebtedness nonfulfillment or Selling Expenses breach by the Indemnifying Party of the Company not fully paid on the Closing Date; (iii) any Taxes in respect of the period prior to Closing; and (iv) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any of the foregoing disclosed covenants or agreements made by the Seller Group on Schedule 4.9 hereto.Indemnifying Party herein; and (b) The Purchaser shall indemnify and hold harmless the Seller Group, and their respective beneficiaries, heirs, administrators, and representatives from and against any and all Losses by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Purchaser contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes in respect of the period after Closing; and (iii) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising claims made by third parties that arise out of, are based upon or relating toallege any such breach, inaccuracy or nonfulfillment or that are inconsistent with the accuracy of any such representation or warranty or the fulfillment of any such agreement or covenant. (b) From and after the Closing, the businessVZW Parties (jointly and severally, operations or actions of acting as a single Party) as Indemnifying Party agree to indemnify and hold harmless the Company T-Mobile Parties and their Affiliates, and the T-Mobile Parties’ and their Affiliates’ respective predecessorsshareholders, partners, directors, officers, directorsagents, employees, agents successors and representatives assigns, as Indemnified Parties, against and in respect of any and all Losses incurred or suffered by any such Indemnified Party that result from, relate to or arise out of: (i) the ownership and use by the VZW Parties or their Affiliates of the Assigned VZW Licenses prior to the Closing; (ii) the ownership and use by VZW or its Affiliates of the Assigned TMO Licenses after the Closing DateClosing; or (iii) any Liabilities of the VZW Parties or their Affiliates. (c) From and after the Closing, the T-Mobile Parties (jointly and severally, acting as a single Party) as Indemnifying Party agree to indemnify and hold harmless the VZW Parties and their Affiliates, and the VZW Parties’ and their Affiliates’ respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of any and all Losses incurred or suffered by any such Indemnified Party that result from, relate to or arise out of: (i) the ownership and use by the T-Mobile Parties or their Affiliates of the Assigned TMO Licenses prior to the Closing; (ii) the ownership and use by T-Mobile License or other T-Mobile Affiliates of the Assigned VZW Licenses after the Closing; or (iii) any Liabilities of the T-Mobile Parties or their Affiliates.

General Indemnification Obligation. (a) The Seller GroupParties, jointly and severally, shall indemnify and hold halmless harmless the Purchaser, Brookside, the Company and their respective officers, directors, employees, agents, representatives and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Seller Group Parties contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Indebtedness or Selling Expenses of the Company not fully paid on the Closing DateDate other than the Permitted Leases and Notes; (iii) any Taxes in respect of the period prior to ClosingPre-Closing Tax Period; (iv) any liability, obligation or Indebtedness of any of the Seller Parties; and (ivv) any and all complaints, actions, audits, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of Trans-West or the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any the California State Board of the foregoing Equalization audit disclosed by the Seller Group on Schedule 4.9 4.10 hereto. (b) The Purchaser shall indemnify and hold harmless the Seller Group, and their respective beneficiaries, heirs, administrators, and representatives Parties from and against any and all Losses by any of the foregoing Seller Parties arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Purchaser contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes in respect of the period after ClosingPost-Closing Tax Period; (iii) any failure to pay the Permitted Leases and Notes; and (iiiiv) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their its respective predecessors, officers, directors, employees, agents and representatives on or after the Closing Date.

General Indemnification Obligation. (a) The Seller Group, jointly and severally, shall indemnify and hold halmless the Purchaser, the Company and their respective officers, directors, employees, agents, representatives and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Seller Group contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Indebtedness or Selling Expenses of the Company not fully paid on the Closing Date; (iii) any Taxes in respect of the period prior to Closing; and (iv) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any of the foregoing disclosed by the Seller Group on Schedule 4.9 hereto. . (b) The Purchaser shall indemnify and hold harmless the Seller Group, and their respective beneficiaries, heirs, administrators, and representatives from and against any and all Losses by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Purchaser contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes in respect of the period after Closing; and (iii) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives after the Closing Date.

General Indemnification Obligation. (a) The Subject to the terms of this Article IX, from and after the Closing, until the Expiration Date, the Seller Group, jointly and severally, shall indemnify and hold halmless harmless the Purchaser, the Company Buyer and its Affiliates and each of their respective officers, managers, directors, employees, agents, members and other representatives and Affiliates (each, a “Buyer Indemnitee”) from and against any and all actual, third party, out-of-pocket losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, the collectively “Losses”) incurred by any of the foregoing a Buyer Indemnitee based upon or arising out of or otherwise in respect of (i) any inaccuracies in breach of any representation or warrantywarranty of the Seller contained in Article V of this Agreement or in any Ancillary Agreement, or (ii) any breach of any covenant the covenants or agreement, agreements of the Seller Group contained in this Agreement (including any schedule or exhibit the Schedules and Exhibits attached hereto) or any Ancillary Agreement; (ii) any Indebtedness Agreement or Selling Expenses of the Company not fully paid on the Closing Date; (iii) any Taxes in respect of the period prior to Closing; and (iv) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any of the foregoing disclosed by the Seller Group on Schedule 4.9 heretoExcluded Liabilities. (b) The Purchaser From and after the Closing, the Buyer shall indemnify and hold harmless the Seller Group, and its Affiliates and each of their respective beneficiariesofficers, heirsmanagers, administratorsdirectors, employees, agents, members and other representatives (each, a “Seller Indemnitee”) from and against any and all Losses actually incurred by any of the foregoing a Seller Indemnitee based upon or arising out of or otherwise in respect of (i) any inaccuracies in breach of any representation or warrantywarranty of the Buyer contained in Article VI of this Agreement or any Ancillary Agreement, or (ii) any breach of any covenant the covenants or agreement, agreements of the Purchaser Buyer contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes in respect of the period after Closing; and Agreement or (iii) any Assumed Liability. (c) Each Person providing indemnification pursuant to this Section 9.1 is also referred to herein as an “Indemnifying Party,” and all complaints, actions, suits, proceedings, hearings or investigations of any each Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives after the Closing Datebeing indemnified pursuant to this Section 9.1 is also referred to here as an “Indemnified Party.”

General Indemnification Obligation. (a) The Seller GroupFrom and after each Closing, jointly each Party (the “Indemnifying Party”) agrees to indemnify, hold harmless and severallyreimburse the other Party (i.e., shall indemnify each of the T-Mobile Parties or the Comcast Parties, as the case may be) and hold halmless the Purchaserits Affiliates, the Company and its and their respective officersshareholders, partners, directors, employeesofficers, members, managers, agents, representatives employees, successors and Affiliates from assigns (each, an “Indemnified Party”) against and against in respect of any and all damages, losses, deficiencies, liabilities, claims, damages, penaltiesassessments, fines, judgments, awards, settlements, costs, fees, costs and other expenses (including, without limitation, including reasonable attorneys’ feeslegal fees and expenses and reasonable expenses of investigation) and disbursements (collectively, the “Losses”) incurred or suffered by any Indemnified Party, whether such Losses relate to claims, actions or causes of action asserted by any Indemnified Party against the Indemnifying Party or asserted by third parties, that result from, relate to or arise out of the foregoing arising out of or otherwise following, in respect of each case, as it relates to the Licenses subject to such Closing: (i) any inaccuracies inaccuracy in or breach of the representations and warranties made by the Indemnifying Party herein or in any representation or warranty, or any breach of any covenant or agreement, of certificate delivered by the Seller Group contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary AgreementIndemnifying Party at such Closing; or (ii) any Indebtedness nonfulfillment or Selling Expenses breach by the Indemnifying Party of the Company not fully paid on the Closing Date; (iii) any Taxes in respect of the period prior to Closing; and (iv) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any of the foregoing disclosed covenants or agreements made by the Seller Group on Schedule 4.9 heretoIndemnifying Party herein. (b) The Purchaser shall indemnify From and after each Closing, each Comcast Party as Indemnifying Party agrees to indemnify, hold harmless and reimburse the Seller GroupT-Mobile Parties and their Affiliates, and the T-Mobile Parties’ and their Affiliates’ respective beneficiariesshareholders, heirspartners, administratorsdirectors, officers, agents, employees, successors and representatives from assigns, as Indemnified Parties, against and against in respect of any and all Losses incurred or suffered by any of the foregoing arising such Indemnified Party that result from, relate to or arise out of or otherwise in respect of of: (i) any inaccuracies in any representation the ownership and use by such Comcast Party or warranty, or any breach of any covenant or agreement, its Affiliates of the Purchaser contained in this Agreement (including any schedule Licenses subject to such Closing prior to such Closing; or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes Liabilities of a Comcast Party or any of its Affiliates relating to such Licenses, unless separately assumed or transferred or subject to indemnification by the T-Mobile Parties and their Affiliates pursuant to an agreement unrelated to this Agreement, in each case, excluding Losses arising from or in connection with (x) the Lease or the use or operation of the Licenses by T-Mobile License or its Affiliates thereunder or under any emergency special temporary authorization granted by the FCC or (y) the Assumed Liabilities. (c) From and after each Closing, the T-Mobile Parties as Indemnifying Party agree to indemnify, hold harmless and reimburse each Comcast Party and its Affiliates, and such Comcast Party’s and its Affiliates’ respective shareholders, partners, directors, officers, members, managers, agents, employees, successors and assigns, as Indemnified Parties, against and in respect of the period after Closing; and (iii) any and all complaintsLosses incurred or suffered by any such Indemnified Party that result from, actions, suits, proceedings, hearings relate to or investigations of any Person or Governmental Authority arising arise out of, : (i) the ownership and use by T-Mobile License or relating to, the business, operations or actions other T-Mobile Affiliates of the Company Licenses subject to such Closing after such Closing; or (ii) any Liabilities of a T-Mobile Party or any of its Affiliates relating to such Licenses, including the Assumed Liabilities, unless separately assumed or transferred or subject to indemnification by the Comcast Parties and their respective predecessors, officers, directors, employees, agents and representatives after the Closing DateAffiliates pursuant to an agreement unrelated to this Agreement.

General Indemnification Obligation. Subject to the terms, conditions and limitations set forth in this Article IX, from and after the Closing: (a) The Seller GroupShareholders (solely through the General Escrow Account, as provided in Section 9.1(j)) will, jointly and severally, shall indemnify indemnify, defend and hold halmless the Purchaserharmless Buyer, its Affiliates (including the Company and its Subsidiaries), and their respective directors, officers, directorsmanagers, employees, agents, advisers and representatives and Affiliates (each, a “Buyer Indemnitee”) from and against against, and pay and reimburse the Buyer Indemnitees for, any Covered Losses resulting from, arising out or otherwise in respect of: (i) any inaccuracy of any representation or warranty made by the Shareholders herein or under any Ancillary Agreement; (ii) any failure by any Shareholder to perform any covenant or agreement hereunder or under any Ancillary Agreement or fulfill any other obligation in respect hereof or thereof; and all losses(iii) any Selling Expenses and Indebtedness of the Company or its Subsidiaries not paid on or prior to the Closing. (b) Buyer will indemnify, liabilitiesdefend and hold harmless the Shareholders, claimstheir respective Affiliates, damagesand their respective directors, penaltiesofficers, finesmanagers, judgmentsemployees, awardsagents, settlementsadvisers and representatives (each, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, the a “LossesSeller Indemnitee”) by from and against, and pay and reimburse the Seller Indemnitees for, any of the foregoing Covered Losses resulting from, arising out of or otherwise in respect of (i) any inaccuracies in inaccuracy of any representation or warranty, warranty made by Buyer herein or under any breach of Ancillary Agreement and (ii) any failure by Buyer to perform any covenant or agreementagreement hereunder or under any Ancillary Agreement or fulfill any other obligation in respect hereof or thereof. (c) Notwithstanding any provisions of Section 9.1(a) to the contrary, no Buyer Indemnitee shall be entitled to indemnification pursuant to Section 9.1(a)(i) with respect to Covered Losses for which indemnification is provided thereunder unless the aggregate amount of all such Covered Losses of all Buyer Indemnitees exceeds $1,500,000 (the “Basket”), in which case the Buyer Indemnitees shall be entitled to indemnification for all such Covered Losses in excess of the Seller Group Basket. Notwithstanding the foregoing, indemnification for Covered Losses in connection with an inaccuracy of any Fundamental Representation shall not be subject to or applied to the Basket; provided, however, that no Buyer Indemnitee shall be entitled to indemnification pursuant to Section 9.1(a)(i) with respect to Covered Losses for an inaccuracy in the representations and warranties contained in Section 4.12 (Taxes) regarding Taxes other than Income Taxes unless the aggregate amount of all such Covered Losses of all Buyer Indemnitees exceeds $750,000 (the “Non-Income Taxes Basket”), in which case the Buyer Indemnitees shall be entitled to indemnification for all such Covered Losses in excess of the Non-Income Taxes Basket. (d) For purposes of this Agreement ARTICLE IX, all Covered Losses shall be computed net of (including i) any schedule insurance coverage with respect thereto (which coverage shall be net of any self-insurance retention or exhibit attached hereto) or any Ancillary Agreementother self-insurance set asides that may otherwise be available), in each case that reduce such Covered Losses that would otherwise be sustained; (ii) any Indebtedness amounts recovered or Selling Expenses of recoverable by the Company not fully paid on Indemnified Party from any Person (other than the Closing Date; Indemnifying Party or another Indemnified Party) with respect to such Covered Losses (whether under any agreement for indemnification, contribution or otherwise) and (iii) the amount of any Tax benefit realized by the Indemnified Party (or any Affiliate thereof) that is attributable to the Covered Losses to which such claim relates in the taxable year in which the claim occurs. For purposes of this Section 9.1(d), the Tax benefit realized by the Indemnified Party (or any Affiliate thereof) shall be determined by comparing the Taxes payable by the Indemnified Party without taking into account any Tax attribute resulting from the Covered Loss with the Taxes paid by the Indemnified Party, treating any such Tax attribute as the last such tax attribute on any Tax Return. (e) The Buyer Indemnitees shall use commercially reasonable efforts to pursue all insurance claims, other third party payments to which it or they may be entitled in respect connection with any Covered Losses incurred (with all of the period prior to Closing; costs and expenses of exercising such commercially reasonable efforts being deemed Covered Losses). If any Buyer Indemnitee (ivor any Affiliate) receives any and all complaintsinsurance or other third party payment in connection with any claim for Covered Losses for which it has already received an indemnity payment from the General Escrow Account, actionsit shall pay into the General Escrow Account within thirty (30) days after such insurance or other payment is received, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior an amount equal to the Closing Dateexcess of (x) the amount previously received with respect to such claim plus the amount of such insurance or other third party payment, including but over (y) the amount of Covered Losses to which the Buyer Indemnitees have become entitled under this Agreement in connection with such claim. (f) Each Indemnified Party shall use commercially reasonable efforts to mitigate any claim or Liability that an Indemnified Party asserts under this ARTICLE IX. (g) For purposes of this ARTICLE IX, Covered Losses shall not limited include any punitive, exemplary damages or consequential damages (unless, and only to the extent, that any of the foregoing disclosed by is awarded to a third party in a Third-Party Claim, in which case such damages shall not be excluded from Covered Losses). For purposes of this Agreement, “consequential damages” shall mean damages that arise solely from the Seller Group on Schedule 4.9 heretospecial circumstances of the Indemnified Party that had not been communicated to the Indemnifying Party. (bh) The Purchaser In no event shall indemnify any Buyer Indemnitee be entitled to indemnification pursuant to this ARTICLE IX with respect to any liability (including any liability for Taxes) that is accrued (and hold harmless then only to the Seller Groupextent thereof) on the finally determined Statement or any amount that was the subject of a dispute submitted to, and their respective beneficiariesresolved by, heirsthe Accounting Firm pursuant to Section 2.3(a) or that was resolved by the parties pursuant to Section 2.3(a). (i) No Buyer Indemnitee shall be entitled to indemnity pursuant Section 9.1(a) to the extent the Covered Losses are a result of Buyer’s or any Affiliate of Buyer’s voluntary (i) remedial actions or (ii) subsurface sampling of soil or groundwater, administrators, and representatives from and against any and all Losses by except to the extent any of the foregoing arising out is (A) required by a Governmental Authority, Environmental Laws or any Permit, (B) performed in connection with the defense or resolution of any third-party Environmental Claim, (C) performed in connection with any maintenance, repair or construction projects conducted in the ordinary course of business, or (D) performed in connection with any Environmental Condition otherwise known to Buyer or any of its Affiliates that could reasonably be expected to result in a substantial threat to human health or the Environment. Neither Buyer nor any of its Affiliates shall voluntarily solicit or request any Governmental Authority or other Person to make a claim with the purpose of triggering the indemnity provisions of this Agreement. (j) The sole source of indemnification for the Buyer Indemnitees from the Shareholders under Section 9.1(a) shall be a claim against the General Escrow Account to the extent it has not otherwise been distributed or otherwise in respect depleted. Neither the Shareholders nor any of (itheir respective successors or assigns shall have any Liability personally under this ARTICLE IX. In addition, Buyer shall be entitled to set-off or recoup any amounts that are finally determined to be due to Buyer Indemnitees pursuant to Section 9.1(a) against any inaccuracies in any representation or warrantypayment owed by Buyer under the Royalty Agreement. For purposes of this Section 9.1(j), or any breach of any covenant or agreement“finally determined” means a final, non-appealable resolution of the Purchaser contained Liability Claim, whether by consent, order, judgment, decree, settlement, arbitration award or otherwise. If any Buyer Indemnitee has given a Claims Notice and the Liability Claim has not been finally determined prior to the time scheduled for any such payment under the Royalty Agreement, Buyer shall have the right, notwithstanding anything herein to the contrary, to withhold from the amount otherwise due with respect to such payment the amount or estimated amount of such Liability Claim as set forth in this Agreement the Claims Notice. Once such Liability Claim is finally determined, Buyer shall (including any schedule a) retain all or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes in respect a portion of the period after Closing; and (iii) any and all complaintsamount so withheld, actions, suits, proceedings, hearings or investigations to the extent the final determination of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions such claim is in favor of the Company and their respective predecessorsBuyer Indemnitees, officersand/or (b) distribute the remainder of the amount withheld, directorsif any, employeespursuant to the Royalty Agreement. In the event that Buyer must distribute any amounts withheld pursuant to this Section 9.1(j), agents and representatives after Buyer shall pay such amount plus interest accrued thereon from the Closing Datedate such amount was otherwise due to the date it is paid at an interest rate equal to the rate applicable to borrowings under Buyer’s revolving credit facility, as may be in effect from time to time, during that same period, or, if no such credit facility exists, at an annual rate equal to the prime rate published in The Wall Street Journal as of the original due date of such payment.