INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") for, and shall pay to the Buyer Group the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "Damages"), arising from:
(a) any Breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to this Agreement;
(b) any Breach by Seller of any covenant or obligation of Seller in this Agreement;
(c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions;
(d) any Retained Liabilities;
(e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities;
(f) the use, ownership, or operation of the Excluded Assets;
(g) the use, ownership, or operation of the Retained Assets; or
(h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Bu...
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless TGI, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by Seller in this Agreement, the Company Disclosure Letter, the supplements to the Company Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Agreement;
(b) any breach by Seller of any covenant or obligation of Seller or the Company in this Agreement;
(c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; or
(d) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller or the Company (or any person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to TGI or the other Indemnified persons.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, stockholders, controlling Persons, and Affiliates (collectively, the "Seller Indemnified Persons") for, and will pay to the Seller Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including reasonable costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any material breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, or any other certificate or document delivered by Seller pursuant to this Agreement;
(b) any breach by Seller of any covenant or obligation of Seller in this Agreement or any certificate or document delivered by Seller pursuant to this Agreement;
(c) the failure of Seller to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and
(d) the failure of Seller to comply with bulk sales or other similar laws in any applicable jurisdiction; provided, however, that any claim for Damages pursuant to this Section 5.1 must be made on or before the first anniversary of the Closing Date.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, the Acquired Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
a. any Breach of any representation or warranty made by Seller in this Option Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Seller pursuant to this Option Agreement;
b. any Breach of any representation or warranty made by Seller in this Option Agreement as if such representation or warranty were made on and as of the Option Exercise Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied;
c. any Breach by either Seller of any covenant or obligation of such Seller in this Option Agreement;
d. any product shipped or manufactured by, or any services provided by, the Acquired Company prior to the Option Exercise Date;
e. any matter disclosed in the Disclosure Letter; or
f. any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising from (a) any Breach of any representation or warranty made by Seller in this Agreement, the schedules hereto or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller or the Company of any covenant or obligation of Seller or the Company in this Agreement; or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement made by any such Person with Seller or the Company (or any Person acting on their behalf) in connection with any of the transactions contemplated herein. The remedies provided in this Section 5.2 will be the sole remedy available to Buyer and the Other Indemnified Persons.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. The Sellers, jointly and severally, will indemnify and hold harmless Buyer, stockholders, controlling Persons, and affiliates (collectively, the "Seller Indemnified Persons") for, and will pay to the Seller Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including reasonable costs of investigation and
(a) any material breach of any representation or warranty made by Sellers in this Agreement, the Disclosure Schedule, or any other certificate or document delivered by Sellers pursuant to this Agreement;
(b) any breach by Sellers of any covenant or obligation of Sellers in this Agreement or any certificate or document delivered by Sellers pursuant to this Agreement;
(c) the failure of Sellers to satisfy and discharge any Excluded Liabilities, except only the Assumed Liabilities; and
(d) the failure of Sellers to comply with bulk sales or other similar laws in any applicable jurisdiction.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, each Seller, severally as its interest may appear and not jointly, will indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, directors, officers, and affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, or damage, whether or not involving a third-party claim (collectively, "Damages"), arising from:
(a) any Breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by such Seller pursuant to this Agreement;
(b) any Breach by Seller of any covenant or obligation of Seller in this Agreement;
(c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or
(d) if Closing occurs, the use, ownership or operation of the Assets by Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Indemnified Persons' exclusive remedies for Seller's Breaches.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, its officers, employees, agents, directors, representatives, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim, arising, directly or indirectly, from or in connection with:
(a) any material breach of any representation or warranty made by Seller in this Agreement or any other certificate or document delivered by Seller pursuant to this Agreement;
(b) any federal, state or local tax or fee incurred, accrued, or assessed in connection with the Medical Assets or the Business with respect to any period prior to the Closing;
(c) any liability or obligation related to or in connection with the Medical Assets or the Business which are or were incurred with respect to any period prior to the Closing or which relate to the operation of the Business with respect to any period prior to the Closing;
(d) any claims brought by AECOM due to the failure to obtain the consent of AECOM to the transactions contemplated by this Agreement as contemplated by Section 7.7; or
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including Consequential Damages), or expense (including costs of investigation and defense and reasonable attorneys’ fees), or diminution of value whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this ARTICLE 5, from and after the Closing, Seller shall defend, indemnify, and hold harmless Issuer and its Representatives, equityholders, controlling Persons, members, partners, and Affiliates (collectively, "Issuer Indemnity Group") for, and shall pay to the Issuer Indemnity Group the amount of any Damages arising from, the following (collectively, the "Seller Covered Liabilities"):
(a) any breach of any representation or warranty made by Seller in this Agreement;
(b) any breach by Seller of any covenant or obligation of Seller in this Agreement;
(c) the Retained Liabilities; or
(d) subject to Section 5.11(h), the breach of any maintenance of uniform interest provision under a joint operating agreement caused by or resulting from the Contemplated Transactions.
