Indemnification by Parent and Seller. Parent and Seller jointly and severally agree to indemnify, defend and hold harmless each of the Purchaser and its Affiliates against any Losses relating to or arising out of:
Indemnification by Parent and Seller. Each of Parent and Seller agree to and shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless against any Losses which the Buyer Parties may suffer, sustain or become subject to, as a result of: (a) any breach of any representation or warranty made by any of Parent or Seller in this Agreement; (b) any breach of any covenant or agreement by Parent or Seller under this Agreement or under any Transaction Document; (c) any Excluded Liabilities or (d) any of the matters set forth on Schedule 8.1 attached hereto (the “Special Indemnification Schedule”); provided, that neither Parent nor Seller shall have any liability under Section 8.1(a) (other than with respect to any breach of Section 6.2(a) (Authorization); Section 6.8(a) (Assets); or Section 6.15 (Litigation); or to any fraud by Parent or Seller) unless the aggregate of all Losses relating thereto for which Parent and Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000.00 (“Threshold Amount”), and then Parent and Seller shall be liable for all such Losses including the Threshold Amount. Notwithstanding the foregoing, (x) Parent and Seller shall not have any liability under Section 8.1(a) with respect to any breach of Section 6.18 (Environmental Matters) unless the amount of Losses relating thereto exceeds $250,000.00 and then Parent and Seller shall be liable only for all such Losses in excess of such $250,000.00 threshold (and in which event the Threshold Amount shall be met by such Losses); and (y) Parent and Seller shall not be liable for any Losses pursuant to Section 8.1(a) that exceed in the aggregate an amount (the “Restricted Amount”) equal to 15% of the Purchase Price (as adjusted by Section 4.2(d)) plus, with respect to Losses relating to any breaches of Section 6.18 (Environmental) only, an amount equal to the difference of $8 million minus the Restricted Amount; provided, however, that this limitation shall not be applicable to any breach of Section 6.2(a) or Section 6.8(a) or to any fraud by Parent or Seller. In no event (other than with respect to any fraud by Parent or Seller) shall Parent and Seller be liable for any Losses pursuant to this Article VIII that in the aggregate exceed the Purchase Price, as adjusted pursuant to Section 4.2(d).
Indemnification by Parent and Seller. Except as limited by Section 7.4, from and after the Closing, Parent and Seller, jointly and severally, shall indemnify, defend and hold harmless Buyer, the Company and the Subsidiary and their respective officers, directors, stockholders, members, managers, employees and agents (each, a “Buyer Indemnified Party”) from and against any and all Losses sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: (a) any misrepresentation or breach of a representation or warranty made by Parent or Seller hereunder, including under Article 2 and Article 3 hereof; (b) any non-compliance with or breach by Parent or Seller of any of the covenants or agreements contained in the Transaction Documents to be performed by Parent or Seller at any time; (c) all Taxes (or the nonpayment thereof) of the Company and the Subsidiary for any Pre-Closing Tax Period and the pre-Closing portion of any Straddle Period (computed in the manner set forth in Section 8.1(c)(ii)); (d) all Taxes of any member of an affiliated, combined or unitary group of which the any of the Company and the Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, provincial, territorial or foreign law; (e) any and all Taxes of any Person (other than the Company and the Subsidiary) imposed on the Company or the Subsidiary as a transferee or successor, by Contract or pursuant to any Rule, which Taxes relate to an event or transaction occurring on or before the Closing Date; (f) any Seller Conversion Expenses, Seller Transaction Expenses and Indebtedness (other than Continuing Indebtedness) not paid on or prior to Closing; and (g) any obligations arising out of any guaranty by the Company or the Subsidiary of any contractual or other obligations owed by Strong Digital.
Indemnification by Parent and Seller. Subject to the other terms and conditions of this Article VIII, Parent and Seller, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Parent and Seller. From and after the Closing, subject to the limitations in this Article IX, Parent and Seller shall jointly and severally indemnify and hold harmless Purchaser and the Company Entities (collectively, the “Purchaser Parties”) for any Losses directly or indirectly resulting from or arising out of:
Indemnification by Parent and Seller. (a) Parent and Seller shall, jointly and severally, indemnify and defend Buyer and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:
Indemnification by Parent and Seller. (a) Seller and Parent agree that they will each, jointly and severally, indemnify, defend (as to third party claims only), protect and hold harmless Buyer, its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns at all times from and after the date of this Agreement from and against all liabilities, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses, costs and expenses whatsoever (including court costs, reasonable attorneys' and expert witness fees and expenses and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, incurred as a result of or incident to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by Seller or Parent set forth herein, or in the Schedules, Exhibits or certificates attached hereto or delivered pursuant hereto by Seller or Parent; (ii) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Parent or Seller made in this Agreement; (iii) any liability, claim or other cost or obligation arising out of the Old Landfills, including without limitation, liabilities, claims and other costs or obligations arising out of system failures (such as the liner, cap, sideslopes), leachate from the Old Landfills, "
Indemnification by Parent and Seller. Following the Closing and subject to the terms and conditions of Article VIII and this Article IX, Parent and Seller will jointly and severally indemnify, defend and hold harmless the Buyer Group from and against any and all Damages actually incurred by the Buyer Group based upon or arising out of (a) any breach of any representation or warranty made by the Company, Parent, or Seller contained in Article III or Article IV after giving effect to any supplements delivered in accordance with Section 6.11, (b) any breach by Parent or Seller of any of its covenants contained herein, and (c) the Retained Claims (in accordance with Section 9.8). Notwithstanding the foregoing, unless specifically provided for in Annex I and except for Benefit Plan Taxes, none of the provisions of this Article IX shall apply to any claim for indemnification for Taxes (and related Damages) and such claims shall be governed by Annex I.
Indemnification by Parent and Seller. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 9.2(b)), Parent and Seller shall jointly and severally indemnify, defend and hold the Purchaser Indemnified Parties harmless from and against any and all Losses directly or indirectly based upon, arising out of, resulting from or relating to:
Indemnification by Parent and Seller. (a) From and after the Closing Date (but subject to the limitations set forth in this Section 4), Parent and Seller shall, jointly and severally, hold harmless and indemnify each of the Purchaser Indemnitees from and against, and compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are suffered or incurred by any of Purchaser Indemnitees and that arise from or as a result of:
