Indemnification by Purchaser and the Company. (a) Subject to Section 9.5 and the other provisions of this Article IX, TOG hereby agrees to reimburse, defend, indemnify and hold the Sellers and their respective affiliates, agents, attorneys, representatives, heirs, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses based upon or resulting from:
(i) any breach of any of the representations or warranties made by TOG under Article IV of this Agreement; or
(ii) any breach of or failure to perform any covenant or agreement made by TOG in this Agreement.
(b) Each Seller acknowledges and agrees that TOG shall not have any liability under Sections 9.3(a)(i) or 9.3(a)(ii) for any Loss to the extent that such Loss relates solely to actions taken by the Sellers or the Acquired Companies prior to the Closing Date. The Sellers shall take all reasonable steps required by law to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.
Indemnification by Purchaser and the Company. Effective as of and after the Closing, Purchaser shall, and shall cause the Company to, indemnify and hold harmless Parent, its Affiliates, its and their respective successors and assigns, and its and their respective directors, officers and employees (collectively, the “Parent Indemnified Parties”), from and against any and all Losses actually incurred or suffered by any of the Parent Indemnified Parties, to the extent arising out of or resulting from (i) any breach of any covenant or agreement of Purchaser, the Company or any other Transferred Entity contained in this Agreement that by its terms contemplate performance in whole or in part after the Closing; and (ii) any Chubb Liability, whether any such Liability arises before or after Closing, is known or unknown, or contingent or accrued.
Indemnification by Purchaser and the Company. (a) Subject to the limitations set forth in this Article 10, from and after the Closing, the Purchaser and the Company shall indemnify, defend and hold harmless the Sellers, and each of their respective officers, directors, managers and stockholders, and each of the successors and assigns of the foregoing (each, a “Seller Indemnified Person” and collectively, the “Seller Indemnified Persons”), from and against any and all Damages resulting from, arising out of or relating to (i) any breach of any representation or warranty made by the Purchaser in this Agreement (disregarding, for purposes of both (x) determining whether such breach exists and (y) calculating the amount of Damages resulting therefrom, any limitation or qualification as to “materiality,” “material” or similar qualifiers set forth in such representation or warranty) or (ii) any breach of any covenant to be performed by the Purchaser hereunder.
(b) Any claim for indemnification on behalf of a Seller Indemnified Person under this Section 10.2 must be asserted by the Seller Representatives in a writing delivered to the Purchaser by no later than the applicable Survival Date and, if raised by such date, such claim shall survive such Survival Date until final resolution thereof.
(c) The aggregate liability of the Purchaser and the Company pursuant to Section 10.2(a)(i) shall be limited to the General Cap. The indemnification provided for in Section 10.2(a)(i) shall not apply unless and until the aggregate Damages so determined to be due for which one or more Seller Indemnified Persons seeks or has sought indemnification hereunder exceeds a cumulative aggregate amount of the General Basket, in which event the Seller Indemnified Persons shall, subject to General Cap and the other limitations herein, be indemnified for all such Damages in excess of the General Basket; provided that in no event shall the Purchaser or the Company be liable for indemnification to Seller Indemnified Persons under Section 10.2(a)(i) with respect to any individual item where the indemnifiable Damages relating thereto is less than the Pre-Basket Amount. The General Cap, General Basket and the Pre-Basket Amount shall not apply to any claims by any Seller Indemnified Person based on breaches by the Purchaser of its Fundamental Representations. Subject to the foregoing, the aggregate liability of the Purchaser and the Company to the Sellers and the Seller Indemnified Persons under this Agreement, including this Article 10, sh...
Indemnification by Purchaser and the Company. From and after the Closing, each of Purchaser and the Company shall indemnify and hold harmless Celanese and Seller and their respective Representatives, in each case, from and against any and all Losses incurred or suffered by them, to the extent arising out of, related to, or resulting from, (a) the breach of or inaccuracy in any of the respective representations and warranties of Purchaser or the Company contained in this Agreement or any certificate delivered pursuant to this Agreement; (b) the breach of any of the respective covenants or agreements of Purchaser or the Company contained in this Agreement; (c) any claims made by third parties against Seller, Celanese or any of their respective Affiliates related to the operation or conduct of the business and activities of the Company and its Subsidiaries from and after the Closing, in each case to the extent such Losses result from Seller’s ownership of the Shares prior to the Closing; (d) Pre-Closing Environmental Liabilities; and (e) Pre-Closing Product Liabilities.
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 8.1, Purchaser and the Company jointly and severally agree to indemnify, defend and hold Seller, its officers, directors, agents and affiliates,
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 5.1, Purchaser agrees to indemnify, defend and hold Sellers, their officers, directors and affiliates, harmless from and in respect of any and all Losses that they may incur arising out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement; provided, however, that Purchaser shall have no liability to Sellers as a result of the breach of any representation or warranty to the extent that Sellers knew that such representation or warranty was untrue or incorrect prior to the Calculation Date.
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 9.1, Purchaser and the Company jointly and severally agree to indemnify, defend and hold the Sellers, and their respective officers, directors, agents and Affiliates, as that case may be, harmless from and in respect of any and all Losses that they may incur arising out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement, or arising out of any and all actions, suits, claims and administrative or other proceedings of every kind and nature instituted or pending against the Sellers or any of their respective officers, directors, agents or Affiliates, as the case may be, at any time after the Closing Date to the extent that such Losses (i) relate to or arise out of or in connection with the operations of the Company subsequent to the Closing Date and (ii) do not constitute a breach of the Sellers' representations or warranties in, or a default in the performance of any of the Sellers' covenants under, this Agreement; PROVIDED, HOWEVER, that neither Purchaser nor the Company shall have any liability to the Sellers as a result of the breach of any representation or warranty to the extent that the Sellers knew that such representation or warranty was untrue or incorrect prior to the Closing Date.
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 8.1, Purchaser and the Company, jointly and severally agree to indemnify, defend and hold Seller, its officers, directors, agents and affiliates, harmless from and in respect of any and all Losses that they may incur (i) arising out of or due to any inaccuracy of any repre- sentation or the breach of any warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement and (ii) arising out of any and all actions, suits, claims and administra- tive or other proceedings of every kind and nature instituted or pending against Seller or any of its affiliates at any time after the Closing Date to the extent that such Losses (x) relate to or arise out of or in connection with the assets, businesses, operations, conduct, products or employees (including former employees) of the Company and the Subsidiary, in connection with occurrences or omissions after the Closing Date and (y) do not arise out of a breach of Seller's representations and warranties in, or a default in the performance of any of Seller's covenants under, this Agreement.
Indemnification by Purchaser and the Company. (a) Purchaser agrees to indemnify Sellers and their directors, officers, affiliates and controlling persons (collectively, "SELLER INDEMNIFIED PARTIES") against and hold each Seller Indemnified Party harmless from and in respect of any and all losses, liabilities, damages, reasonable expenses (including, without limitation, expenses of investigation and defense and fees and disbursements of counsel), claims, liens or other obligations of any nature whatsoever (collectively, "LOSSES"), which may arise out of, be based upon, be incurred by virtue of or result from or relate to the breach of, the representations, warranties and covenants by Purchaser contained in Section 2.2 of this Agreement.
(b) Purchaser agrees to indemnify Seller Indemnified Parties against and hold Seller Indemnified Parties harmless from and in respect of any and all Losses (including, without limitation, removal costs, remediation costs, fines, penalties, punitive damages, expenses of investigation and ongoing monitoring) directly or indirectly based upon, arising out of, resulting from or relating to (i) any violation of or liability under any Environmental Law by the Company or any of its Subsidiaries or any person or entity acting on behalf of any one or more of the foregoing (including, without limitation, any failure to obtain or comply with any permit, license or other approval or authorization under the provisions of any Environmental Law) and (ii) any act, omission, event, condition or circumstance occurring or existing in connection with the business, operations or properties of the Company or any of its Subsidiaries (including, without limitation, liabilities relating to (A) removal, remediation, containment, cleanup or abatement of the presence of any Hazardous Substance, whether on-site or off-site, as necessary to enable the business and operations of the Company and its Subsidiaries to operate in compliance with all applicable Environmental Laws and (B) any claim by any third party, including, without limitation, tort suits for personal or bodily injury, property damage or injunctive relief) related to a violation of or liability under an Environmental Law; PROVIDED, HOWEVER, that Purchaser shall not be obligated to indemnify Seller Indemnified Parties in respect of any matter known to Sellers (knowledge for this purpose having the meaning specified in Section 2.1) that Sellers failed to disclose to Purchaser under Section 2.1(p) or which Sellers reasonably should have kn...
Indemnification by Purchaser and the Company. From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify, defend, save and hold the Equityholders, and their respective Affiliates and Representatives (collectively, the “Equityholder Indemnitees”) harmless from and against any and all Losses incurred or suffered by the Equityholder Indemnitees arising out of, based upon or resulting from any breach of any Purchaser Fundamental Representation.
