Indemnification After Closing Sample Clauses

Indemnification After Closing. Purchaser shall indemnify and ----------------------------- defend Seller and its Affiliates (other than the Subsidiaries) for and hold Seller and such Affiliates harmless from and against, and pay and reimburse Seller and such Affiliates for, any and all Liabilities of Seller or such Affiliates, as the case may be, in respect of any corporate guarantee or indemnity issued by Seller or such Affiliates on behalf of any Subsidiary (including any such corporate guarantee or indemnity set forth on Schedule 5.15.1 (or any supplement thereof)) (a) arising out of a payment by Seller or such Affiliate under such guarantee or indemnity after the Closing Date or (ii) -- any Proceeding arising out of or relating to such guarantee or indemnity; provided, however, that neither Seller nor its Affiliates shall be entitled to indemnification under this clause (b) to the extent the Liabilities in respect of such corporate guarantee or indemnity shall arise out of or relate to the Excluded Assets or Excluded Liabilities or to an Unrelated Business. Any payment required to be made by Purchaser under this clause (b) shall be made within ten (10) business days of Purchaser's receipt of written notice from Seller or such Affiliate describing in reasonable detail the amount then due.

Indemnification After Closing. Until the Seller Guarantees and Seller Bonds have been released and discharged in accordance with Sections 5.10(a) and 5.10(b), Buyer shall indemnify and hold Seller and all Affiliates of Seller harmless from and against, and pay and reimburse Seller and all Affiliates of Seller for, any and all (i) Losses of Seller or any Affiliates of Seller, as the case may be, that Seller or any of its Affiliates suffer as a result of being required to make any payment under the Seller Guarantees or Seller Bonds after the Closing Date related to either (x) the failure of any Company to meet its obligations underlying the Seller Guarantees or Seller Bonds or (y) the failure of Seller and its Affiliates (other than any Company) to be fully released from the Seller Guarantees or Seller Bonds, and (ii) reasonable and documented costs and expenses incurred by Seller or any of its Affiliates (including premium payments, bank fees or similar costs) after the Closing Date relating to extension or renewal of Seller Bonds or Seller Guarantees that have not been fully released and discharged. Any payment required to be made by Buyer under this Section shall be made within ten (10) Business Days after Buyer's receipt of written notice from Seller or any Affiliate of Seller describing in reasonable detail the amount owing hereunder.

Indemnification After Closing. Until all of the Seller Guarantees and Seller Bonds are fully released and discharged, Buyer and Peabody shall jointly and severally indemnify and hold Seller and all Affiliates of Seller harmless from and against, and pay and reimburse Seller and all Affiliates of Seller for, any and all out-of-pocket: (i) Losses that Seller or any of its Affiliates suffer as a result of being required to make any payment under the Seller Guarantees or Seller Bonds after the Closing Date as a result of either (x) the failure of any Company to meet its obligations underlying the Seller Guarantees or Seller Bonds or (y) the failure of Seller and its Affiliates (other than the Company and its Subsidiaries) to be fully released from the Seller Guarantees or Seller Bonds, and (ii) reasonable costs and expenses incurred by Seller or any of its Affiliates (including, without limitation, premium payments, bank fees or similar costs) after the Closing Date relating to extension or renewal of Seller Bonds or Seller Guarantees that have not been fully released and discharged. The indemnification obligation of Buyer and Peabody pursuant to this Section 5.15(c) shall not be subject to any limitation under Section 9.1 of this Agreement.

Indemnification After Closing. Collateral. Purchaser ----------------------------------------- shall indemnify and defend Minerals and its Affiliates for and hold Minerals and its Affiliates harmless from and against, and pay and reimburse Minerals and its Affiliates for, any and all Liabilities of Minerals and its Affiliates, as the case may be, in respect of all letters of credit and surety bonds issued for the account of Minerals and its Affiliates and on behalf of any Subsidiary (i) arising out of a draw made by any beneficiary of such letter of credit or surety bond after the Closing Date or (ii) any Proceeding arising out of or relating to such letter of credit or surety bond; provided, however, that neither ----------------- 57

Indemnification After Closing. Buyer and the Company shall jointly and severally indemnify and defend CEX and the Continuing Affiliates for and hold CEX and the Continuing Affiliates harmless from and against, and pay and reimburse CEX and the Continuing Affiliates for, any and all Liabilities of CEX or Continuing Affiliates, as the case may be, in respect of any Plan Obligation or any Guarantee (including, without limitation, any Equipment Lease Obligation obtained or issued by CEX or any Continuing Affiliates, or by which CEX or any Continuing Affiliate is bound, on behalf of the Company or any of its Subsidiaries), including any of the foregoing (i) arising out of or relating to a payment by, or any other Liability of, CEX or any of the Continuing Affiliates under any such Guarantee, including any draw made by any beneficiary of any letter of credit or surety bond after the Closing Date or (ii) any action, suit, claim, investigation or proceeding, whether involving a court of law, administrative body, Governmental Authority, arbitrator, or alternative dispute resolution mechanism ("Proceeding") arising out of or relating to any such Guarantee. Any payment required to be made by Buyer and the Company under this Section 4.3.4(c) shall be made within ten (10) business days of Buyer's receipt of written notice from CEX or any Continuing Affiliate describing in reasonable detail the amount then due. Amounts shall accrue interest at the default rate under the Long-Term Note from the date of payment by CEX or any Continuing Affiliate until the date of repayment.

Indemnification After Closing