Indemnification and Survival of Representations and Warranties. 11.1 Indemnification by the Sullivans and the Xxxxxxxx Trusts. The Sullivans and the Xxxxxxxx Trusts shall, jointly and severally, defend, indemnify and hold harmless each of Perma- Fix, Chem-Con, Florida Perma-Chem, Georgia Perma-Chem and each of their officers, directors, employees, agents, representatives and Affiliates from and against any and all claims, judgments, demands, damages, penalties, fines, losses, orders (judicial or administrative), decrees, liabilities, obligations, costs, claims and expenses (including, without limitation, reasonable attorneys' fees and accountant fees) which any of Perma-Fix, Chem-Con, Florida Perma-Chem, Georgia Perma-Chem and each of their officers, directors employees, agents, representatives and Affiliates incurs or suffers or may incur or suffer at any time as a result of or in connection with or arising out of (i) any representation or warranty made by any of Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts in this Agreement or any certificate or other document delivered to Perma-Fix, Florida Perma-Chem or Georgia Perma-Chem pursuant to this Agreement that is false or misleading; (ii) any breach of or failure to perform any agreements, covenants, promises or obligations of Chem-Con, the Sullivans and/or Xxxxxxxx Trusts contained in this Agree- ment; (iii) any liabilities, obligations or claims arising in any way from any and all federal or state income tax liability which Chem-Con, Chem-Met and/or Quanta may be liable to pay for any reason whatsoever for any and all periods prior to the Closing Date; (iv) any and all liabilities, obligations or claims incurred by Quanta prior to the Closing Date or arising in any way in connection with the business or operations of Quanta prior to the Closing Date, or (v) any liabilities, obligations or claims brought under CERCLA or RCRA or any analogous state statute for the release or threatened release of any hazardous substances (as defined in CERCLA) or hazardous waste (as defined in RCRA) in which Xxxxxxxx or Chem-Con knew was pending or threatened against Chem-Con as of the date hereof or at the Closing Date but failed for any reason to disclose such in this Agreement or was, directly or indirectly, caused by or resulted from the knowing or willful violation by Xxxxxxxx or Chem-Con on or prior to the Closing Date of CERCLA, RCRA or any analogous state statute.
Indemnification and Survival of Representations and Warranties. 46 11.1 Indemnification by the Sullivans and the Xxxxxxxx Trusts. . . . . . . . . . . . . . . . . . . . . . . . 46 11.2 Indemnification as to Four County Landfill. . . . . . 47 11.3
Indemnification and Survival of Representations and Warranties. (a) Subsequent to the Closing Date, the Company shall indemnify and hold harmless Purchaser from and against any liability, loss or damage, together with all reasonable costs or expenses related thereto, including reasonable attorney's fees and expenses but excluding consequential, indirect or similar types of damage not the direct result of the harm suffered or incurred (collectively, "Losses"), actually suffered or incurred by Purchaser to the extent such Losses arise out of or result from the untruth and inaccuracy of any of the representations and warranties of the Company contained in Section 2.3, Section 2.4 or Section 22 2.8 hereof.
Indemnification and Survival of Representations and Warranties. 57 11.1 Indemnification by the Sullivans and the Xxxxxxxx Trusts . . . . . . . . . . . . . . . . . . . . . . . . .57 11.2
Indemnification and Survival of Representations and Warranties. Section 1.071. Indemnification.
Indemnification and Survival of Representations and Warranties
