Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Subject to the limitations set forth in this Article X, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Damages incurred or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting from, in connection with or arising out of: (a) any breach of, or inaccuracy in, any representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; (b) any breach of, or failure to perform, any covenant or agreement of Purchaser, including Liabilities contained in this Agreement or any Ancillary Agreement; (c) any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified Parties.

Indemnification by Purchaser. Subject to the limitations set forth in this Article XSection 8.5(b), Purchaser shall indemnify, defend defend, save and hold Seller and its Representatives (collectively, “Seller Indemnitees”) harmless the Seller Indemnified Parties from and against any and all Damages (but net of the amount of (x) any insurance proceeds realized by such Seller Indemnitees from insurance policies with respect to such matters and (y) any recoveries by any Seller Indemnitees from any third party, without duplication) imposed on, sustained, incurred or suffered by by, or asserted against, any of the Seller Indemnified Parties (Indemnitees, whether or not involving a in respect of Third Party Claim) Claims or claims between the parties hereto, resulting from, in connection with or arising out of: from: (a) any Purchaser’s breach of, or inaccuracy in, of any representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; , the Transaction Documents to which Purchaser is a party; (b) Purchaser’s breach or nonfulfillment of any breach ofcovenant, or failure to perform, any covenant obligation or agreement of Purchaser, including Liabilities contained made by Purchaser in or pursuant to this Agreement or in any Ancillary AgreementTransaction Document to which Purchaser is a party; or (c) Purchaser’s failure to fully assume and discharge any Liabilities relating to any Assumed Liabilities and all Liabilities any of Purchaser, including Liabilities arising out its obligations relating to any of the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified PartiesAssumed Liabilities.

Indemnification by Purchaser. Subject to the limitations set forth in other provisions of this Article X12, from and after the Closing, Purchaser shall indemnify, defend and hold harmless the and reimburse Seller and its Affiliates, officers, directors, agents, successors and assigns (each, a “Seller Indemnified Parties Party”) from and against and in respect of any and all Damages incurred losses, Liabilities, costs and expenses (including reasonable attorneys’ fees) (with the understanding of the Parties that, subject to Section 12.4, Losses will not be limited to out of pocket costs or suffered by the expenses) (collectively, “Losses”) which any Seller Indemnified Parties (whether Party may actually suffer or not involving a Third Party Claim) resulting from, in connection with or incur to the extent arising out of: , resulting from or related to: (a) any breach of, of or inaccuracy in, in any warranty or representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; ; (b) any breach by Purchaser of, or failure by Purchaser to perform, any covenant of its covenants or agreement of Purchaser, including Liabilities contained other agreements set forth in this Agreement which by its terms is to be performed prior to or any Ancillary Agreement; at the Closing; (c) any and all Liabilities breach by Purchaser of, or failure by Purchaser to perform, any of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel after the Closing, its covenants or other than Liabilities given rise to agreements set forth in this Agreement not covered by the acts or omissions of the Seller Indemnified Parties; or Section 12.2(b); (d) the Promissory Note; (e) the Assumed Liabilities; (f) any and all Actions against any other obligations of Liabilities undertaken or assumed by Purchaser pursuant to this Agreement; and (g) enforcing the indemnification rights of Seller Indemnified Parties that relate pursuant to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified Partiesthis Article 12.

Indemnification by Purchaser. Subject to the limitations additional provisions set forth in this Article XVII, Purchaser shall indemnifyindemnify Seller and Seller’s stockholders, defend officers, directors, employees and representatives (each a “Seller Indemnitee”) against, and hold each Seller Indemnitee harmless the from, and reimburse and pay each Seller Indemnified Parties from and against Indemnitee for, any and all Damages incurred Losses, incurred, suffered, sustained or suffered by the required to be paid, directly or indirectly, by, or imposed upon, such Seller Indemnified Parties (whether or not involving a Third Party Claim) Indemnitee resulting from, in connection with related to or arising out of: of (ai) any breach of, or inaccuracy in, of any representation or warranty of Purchaser contained in Article IV of this Agreement or any Ancillary Agreement; (bii) any breach by the Purchaser of, or any failure of Purchaser to performperform any of, any covenant the covenants or agreement obligations of Purchaser, including Liabilities the Purchaser contained in this Agreement or any Ancillary Agreement; (ciii) the failure of the Purchaser to pay or perform any of the Assumed Liabilities; and (iv) any and all Liabilities of Purchaser, including Liabilities claim by any third party brought against any Seller Indemnitee in connection with the Acquired Assets arising out of from the ownership and operation of the Vessel Business from and after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified PartiesClosing Date.

Indemnification by Purchaser. Subject to the limitations set forth in Except as otherwise limited by this Article X, Sellers and their respective officers, directors, employees, shareholders, successors and assigns shall be indemnified and held harmless by Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Damages liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses), after taking into account any tax benefit with respect thereto, actually suffered or incurred by any of them (hereinafter a "Seller Loss") actually arising out of or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting from, in connection with or arising out of: : (a) any the breach of, or inaccuracy in, of any representation or warranty of by Purchaser or Holdings contained in this Agreement or any Ancillary Agreement; herein; (b) the breach of any breach ofcovenant or agreement by Purchaser or Holdings contained herein or in any document delivered hereunder at the Closing; (c) any act, or failure to performact, any covenant by Purchaser or agreement Holdings after the Closing with respect to the Inventory purchased hereunder; or (d) the failure of Purchaser, including Purchaser to pay or otherwise discharge the Assumed Liabilities contained in this Agreement or any Ancillary Agreement; (c) any other liability or obligations asserted from and all Liabilities of Purchaser, including Liabilities arising out of after the ownership and Closing Date in connection with the Acquired Assets or operation of the Vessel after the ClosingAcquired Businesses, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate except to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise extent Star-Xxxx is obligated to by the acts or omissions of the Seller Indemnified Partiesindemnify Purchaser pursuant to Section 10.2.

Indemnification by Purchaser. Subject Purchaser agrees to the limitations set forth indemnify in this Article X, Purchaser shall indemnify, defend full Seller and hold it and its officers, directors, employees, agents, shareholders and Affiliates (collectively the "Seller Indemnified Parties") harmless against any Losses which the Seller Indemnified Parties from and against any and all Damages incurred may suffer, sustain or suffered by the Seller Indemnified Parties become subject to as a result of (whether or not involving a Third Party Claim) resulting from, in connection with or arising out of: (ai) any breach of, or inaccuracy in, misrepresentation in any representation or warranty of the representations and warranties of Purchaser contained in this Agreement or in any Ancillary Agreement; of the Related Documents, (bii) any breach of, or failure to perform, any covenant or agreement of Purchaser, including Liabilities Purchaser contained in this Agreement or any Ancillary Agreement; of the Related Documents, (ciii) any and all Liabilities of Purchaser, including Liabilities Claims or threatened Claims against Seller arising out of the ownership and operation actions or inactions of Purchaser or Seller (other than actions of Seller in violation of Article IV hereof) with respect to the Vessel Business after the Closing, Date of Closing or (iv) any Claims arising or resulting from or related to the Transferred Projects (other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate warranty claims with respect to the Vessel if the principal event giving rise thereto occurred after Transferred Projects identified on Schedule 1.03 and personal injury or casualty property damage occurring prior to the Closing, other than Actions given rise ) regardless of whether such Claims arise or result from action or inaction of either Seller taken or failed to by the acts be taken prior to Closing or omissions from actions or inactions of the Seller Indemnified PartiesPurchaser taken or failed to be taken after Closing.

Indemnification by Purchaser. Subject to Section 8.5 hereof, the limitations set forth in this Article XPurchasers hereby agree to reimburse, Purchaser shall indemnifydefend, defend indemnify and hold harmless the Sellers and their respective directors, officers, employees, stockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties Parties”) from and against any and all Damages incurred or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) Losses relating to, based upon, resulting from, in connection with from or arising out of: : (a) any inaccuracy or breach of, of any of the representations or inaccuracy in, warranties made by any representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; of the other Transaction Documents; (b) any breach of, of or failure to perform, perform any covenant or agreement of Purchaser, including Liabilities contained made by any Purchaser in this Agreement or any Ancillary Agreement; of the other Transaction Documents; (c) the ownership, use or operation of any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of Purchased Assets (but not the Vessel Excluded Assets) or any Business after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified PartiesExcluded Liabilities; or or (d) any and all Actions against of the Assumed Liabilities. The foregoing agreement to indemnify shall not include any Loss solely resulting from a Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified PartiesParty’s willful misconduct.

Indemnification by Purchaser. Subject to the limitations set forth in conditions and provisions of this Article X13, from and after the Closing Date, Purchaser shall hereby agrees to indemnify, defend and hold harmless Seller and its officers, members, managers, directors, employees, agents and shareholders (the "Seller Indemnified Parties from Parties") from, against and against with respect of, any and all Damages Losses, asserted against, resulting to, imposed upon or incurred or suffered by the any Seller Indemnified Parties (whether Party, directly or not involving a Third Party Claim) indirectly, by reason of or resulting from, in connection with or arising out of: (ai) any failure by Purchaser to pay, perform or discharge any of the Assumed Liabilities assumed by Purchaser pursuant to Section 2.6 hereof or pursuant to any Purchaser Document; (ii) the business or operations of the Facilities during the period from and after the Closing Date, except for Losses resulting from intentional actions or gross negligence of Seller; (iii) any misrepresentation or breach of, or inaccuracy in, any representation or warranty of the representations and warranties of Purchaser contained in or made pursuant to this Agreement or any Ancillary Agreementother Purchaser Document; or (biv) any breach of, or failure to perform, by Purchaser of any covenant or agreement covenants of Purchaser, including Liabilities Purchaser contained in or made pursuant to this Agreement or any Ancillary Agreement; (c) any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified PartiesPurchaser Document.

Indemnification by Purchaser. Subject Purchaser agrees to the limitations set forth in this Article X, Purchaser shall indemnify, defend and hold harmless Seller, each Stockholder and their respective employees, agents and Affiliates after the Seller Indemnified Parties Closing from and against any and all Damages incurred or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting from, in connection with or Adverse Consequences arising out of: of or resulting from (a) any breach ofthe untruth, inaccuracy or inaccuracy in, incompleteness as of the date hereof of any representation or warranty of Purchaser contained in this Agreement (or in any Ancillary document, writing or certificate delivered by Purchaser under this Agreement; ) (each a "Seller Warranty Claim"), (b) the failure by Purchaser to perform any breach ofof its covenants or obligations hereunder, or failure to perform, any covenant or agreement of Purchaser, including Liabilities contained in this Agreement or any Ancillary Agreement; (c) any and all Liabilities of Purchaserbrokers' commissions, including Liabilities arising out finders' fees or other like payments incurred or alleged to have been incurred by Purchaser in connection with the sale of the ownership and operation Purchased Assets or the consummation of the Vessel after the Closing, other than Liabilities given rise to transactions contemplated by the acts or omissions of the Seller Indemnified Parties; or this Agreement and (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, Purchased Assets and Liabilities (other than Actions given rise to by the acts or omissions Retained Liabilities) of the Seller Indemnified PartiesSeller.

Indemnification by Purchaser. Subject to the limitations set forth in provisions of this Article X, Purchaser shall indemnifyagrees to indemnify Seller and Parent and each of their Affiliates and each of their directors, defend and hold harmless officers, employees, agents or representatives (collectively, the "Seller Indemnified Parties from Parties") against, and against agrees to hold them harmless from, any and all Damages Losses incurred or suffered by the any Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting from, in connection with or arising out ofof any of the following: (a) any breach of, of or any inaccuracy in, in (whether actual or alleged by a third party) any representation or warranty of made by Purchaser contained in this Agreement or Agreement; provided, that Purchaser shall not have any Ancillary Agreementliability under this Section 10.3(a) unless a notice of the Seller Indemnified Party's claims shall have been given to Purchaser not later than the close of business on the second anniversary of the Closing Date; (b) any breach of, of or failure by Purchaser to perform, perform (whether actual or alleged by a third party) any covenant or agreement obligation of Purchaser, including Liabilities Purchaser contained in this Agreement or any Ancillary Agreement; (c) the use or ownership of any and all Liabilities of Purchaser, including Liabilities arising out of the ownership Acquired Assets to the extent such Losses arise solely in connection with and operation of the Vessel relate solely to periods after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified PartiesClosing Date; or and (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified PartiesAssumed Obligations.

Indemnification by Purchaser. Subject to the limitations set forth in this Article XSection 8.04, from and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and each of its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the “Seller Indemnified Parties Indemnitees”) from and against any and all Damages Losses suffered or incurred by such Seller Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 8.02) to the extent arising or suffered by resulting from any of the Seller Indemnified Parties following: (whether or not involving a Third Party Claim) resulting from, in connection with or arising out of: (ai) any breach of, or inaccuracy in, as of the Closing Date of any representation or warranty of Purchaser contained in this Agreement, without giving effect, solely for purposes of determining the amount of any Losses associated therewith (and not, for the avoidance of doubt, for purposes of determining if such a breach has occurred), to any materiality or Purchaser Material Adverse Effect qualifier contained therein; (ii) any breach of any covenant or agreement of Purchaser contained in this Agreement or any Ancillary Agreement; ; (biii) any breach of, or failure to perform, any covenant or agreement of Purchaser, including Liabilities contained in this Agreement or any Ancillary AgreementAssumed Liability; and (civ) any and all Liabilities of Purchaserfees, including Liabilities arising out of expenses or other payments incurred or owed by Purchaser or its affiliates to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to transactions contemplated by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified Partiesthis Agreement.

Indemnification by Purchaser. Subject to the limitations set forth terms and conditions of this Agreement (including, in this Article Xparticular, the provisions relating specifically to indemnification for environmental matters), Purchaser shall indemnify, defend agrees to indemnify and hold harmless Seller, its Affiliates and their respective officers, directors, managers, *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT employees, and agents and their successors and permitted assigns (collectively, the "Seller Indemnified Parties from Parties") against and against in respect of any and all Damages incurred or suffered by any of them directly from any of the Seller Indemnified Parties following: (whether or not involving a Third Party Claim) resulting from, in connection with or arising out of: (ai) any misrepresentation or breach of, or inaccuracy in, by Purchaser of any representation or warranty in this Agreement and any inaccuracy in the Purchaser's Closing Certificate; (ii) any failure to perform by Purchaser of Purchaser contained any of its covenants in this Agreement or in any Ancillary other agreements or instruments furnished to Seller pursuant to this Agreement; ; (biii) any breach ofclaim for benefits under the Separation Plan by any of Seller's employees at the Date of Closing which arises out of Purchaser's decision not to offer employment to any such employees pursuant to the terms of this Agreement, or to terminate the employment of any such employees, or claim arising from Purchaser's failure to perform, reimburse expenses incurred in connection with the Separation Plan; provided that the costs of defending any covenant or agreement of Purchaser, including Liabilities contained in this Agreement or any Ancillary Agreementsuch claim shall be shared equally by the parties; or, (civ) any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified PartiesAssumed Liabilities.

Indemnification by Purchaser. Subject to the limitations set forth in other terms and conditions of this Article XAgreement, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties harmless from and against any and all Damages incurred Losses directly or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting fromindirectly based upon, in connection with or arising out of: , resulting from or relating to: (a) any breach of, or inaccuracy in, of any representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; ; (b) any non-compliance with, breach of, or failure to perform, non-performance by Purchaser of any covenant of the covenants or agreement of Purchaser, including Liabilities agreements contained in this Agreement or any Ancillary Agreement; ; (c) any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or Assumed Liabilities; (d) any obligations and all Actions liabilities relating to the use or exploitation of the Assets, or employment of the Transferred Employees by Purchaser after the Effective Date, except to the extent such obligations or liabilities are based upon, arising out of or resulting from or relating to any breach of any representation or warranty of Seller or _______ contained in this Agreement; or (e) any third party claims, lawsuits, or Proceedings against any Seller Indemnified Parties or _______ following the Effective Date, in connection with the ordinary course operation of the Business by Seller; provided, that such claims, lawsuits, or Proceedings do not arise from or relate to the Vessel if the principal event giving rise thereto occurred after the Closinggross negligence, other than Actions given rise to by the acts recklessness or omissions willful misconduct of the Seller Indemnified Parties.or

Indemnification by Purchaser. Subject Purchaser agrees to indemnify Seller and Parent and their respective present and future officers, directors, employees, agents, affiliates and stockholders (collectively, the limitations set forth in this Article X, Purchaser shall indemnify, defend "Seller Indemnified Parties") and hold them harmless the against any Losses which Seller Indemnified Parties from and against any and all Damages incurred may suffer, sustain or suffered by the Seller Indemnified Parties (whether or not involving become subject to as a Third Party Claim) resulting from, in connection with or arising out of: result of (a) any breach of, misrepresentation in any of the representations or inaccuracy in, breaches of any representation or warranty of the warranties of Purchaser contained in this Agreement or any Ancillary Agreement; (b) any breach of, or failure to perform, any agreement or covenant or agreement of Purchaser, including Liabilities Purchaser contained in this Agreement or any Ancillary Agreement; (c) any and all Liabilities of Purchaserthe Assumed Liabilities; (d) any violation or alleged violation of any Environmental Law or any Release of Hazardous Materials on, including Liabilities upon or from any real estate owned, leased or operated by Purchaser in connection with the operation of the Purchased Assets after the Closing Date; or (e) any Third Party Claims or threatened Claims against Seller arising out of the ownership and operation actions or inactions of the Vessel Purchaser occurring after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate but only to the Vessel if the principal event giving rise thereto occurred after the Closingextent such Losses do not constitute Retained Liabilities (collectively, other than Actions given rise to by the acts or omissions of the "Seller Indemnified PartiesLosses").

Indemnification by Purchaser. Subject to the limitations Except as set forth elsewhere in this Article XAgreement or in any Schedule or Exhibit hereto, Purchaser shall indemnify, defend indemnify and hold harmless the Seller Indemnified Parties from against and against any and in respect of all Damages incurred or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting Claims related to, arising from, in connection with or arising out of: associated with: (a) any breach of, or inaccuracy in, any representation or warranty violation of Purchaser contained the covenants made in this Agreement or any Ancillary Agreement; by Purchaser; (b) any breach of, or failure to perform, any covenant violation of the unexpired representations or agreement of Purchaser, including Liabilities contained warranties made in this Agreement or any Ancillary Agreement; by Purchaser; (c) any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel product liability claims relating to occurrences involving products shipped by Purchaser after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or , (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred claims for workers' compensation based on occurrences after the Closing, (e) any acts, other than Actions given rise omissions, events, occurrences, circumstances or transactions of whatsoever type or nature associated with, arising out of or relating to by the acts ownership, use or omissions possession of the Seller Indemnified PartiesAssets by Purchaser, or the conduct or operation of the Business by Purchaser, after the Closing; (f) the liabilities and obligations assumed by Purchaser pursuant to Section 2.4 hereof; and (g) the failure to obtain consents or approvals from parties to any Contracts in connection with the transactions contemplated herein or the termination, placing in default or any other action that might be taken by any customer under the Contracts as a result of the transactions contemplated by this Agreement.

Indemnification by Purchaser. Subject to the limitations set forth in this Article XVII, Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Damages incurred or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting from, in connection with or arising out of: (a) any breach of, or inaccuracy in, any representation or warranty of Purchaser contained in this Agreement or any Ancillary Agreement; (b) any breach of, or failure to perform, any covenant or agreement of Purchaser, including Liabilities contained in this Agreement or any Ancillary Agreement; (c) any and all Liabilities of Purchaser, including Liabilities arising out of the ownership and operation of the Vessel after the Closing, other than Liabilities given rise to by the acts or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified Parties.

Indemnification by Purchaser. Subject to the limitations set forth in this Article XSection 9.5, from and after the Closing, Purchaser shall indemnifyand Parent, defend jointly and severally, agree to indemnify and hold harmless the Seller, its Members, and Persons serving as officers, directors, managers, employees, agents or representatives thereof (individually, a “Seller Indemnified Parties Party” and, collectively, the “Seller Indemnified Parties”) harmless from and against any and all Damages incurred Losses which may be sustained or suffered by the Seller Indemnified Parties (whether or not involving a Third Party Claim) resulting from, in connection with or any of them arising out of: of or based upon any of the following matters: (a) any a breach of, or inaccuracy in, by Purchaser of any representation or warranty of made by Purchaser and contained in this Agreement Agreement, the Bxxx of Sale, or any Ancillary Agreement; the IP Assignment; (b) any a breach of, or failure to perform, non-fulfillment by Purchaser of any covenant or agreement of Purchaser, including Liabilities made by or applicable to Purchaser and contained in this Agreement Agreement, the Bxxx of Sale, or any Ancillary Agreement; the IP Assignment; (c) any failure by Purchaser to pay, perform and all discharge any of the Assumed Liabilities of Purchaser, including Liabilities as set forth in this Agreement; and (d) any claims or demands by third parties against Seller arising out of the ownership and or resulting from Purchaser’s operation of the Vessel Business after the Closing, other than Liabilities given rise to by the acts excluding any claims or omissions of the Seller Indemnified Parties; or (d) any and all Actions against any Seller Indemnified Parties that relate to the Vessel if the principal event giving rise thereto occurred after the Closing, other than Actions given rise to by the acts or omissions of the Seller Indemnified Partiesdemands which are indemnifable under Section 9.2.