Indemnification by Seller and the Shareholder. 11.1.1. Seller and the Shareholder (together the “Seller Group”) shall, jointly and severally, indemnify, defend, save and hold Buyer and its officers, directors, shareholders, employees, agents, representatives and affiliates (collectively, the “Buyer Indemnitees”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses, including reasonable attorneys’ fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, (collectively, the “Buyer Damages”), asserted against, imposed upon or resulting to or incurred by any of Buyer Indemnitees resulting from or in connection with, provided that the determination of Buyer Damages shall be made without regard to any Material Adverse Change or knowledge qualifier:
(a) a breach of any of the representations and warranties made by Seller Group in this Agreement, the Disclosure Schedules, the exhibits, certificates or other closing documents delivered by Seller Group pursuant to this Agreement, or in any other certificate furnished pursuant hereto by Seller Group.
(b) any breach of any of the covenants or agreements made by Seller Group in or pursuant to this Agreement;
(c) the payment of any fees or expenses actually paid by Buyer but payable by Seller Group pursuant to the terms of this Agreement;
(d) any Obligation (including any Obligation for Taxes) arising out of ownership or operation of the Specified Assets or the other Assets of Seller Group prior to the Closing Date (including Excluded Liabilities), other than the Specified Liabilities;
(e) any noncompliance with any “bulk sale” or fraudulent transfer law or similar law in respect of the transaction contemplated under this Agreement;
(f) any brokerage or finder’s fees or commission or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller Group (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement;
(g) any product or service produced or provided by Seller Group, to the extent provided prior to the Closing Date; and
(h) any breach of any representations, warranties or covenants made by FCCS in the Management Agreement.
Indemnification by Seller and the Shareholder. Seller and the -------------------------------------------------- Shareholder hereby agree jointly and not severally to defend, indemnify and hold harmless Buyer and Parent and each of their respective successors, assigns and affiliates from and against any and all costs, liabilities and damages to the extent they result from:
(a) any and all: (i) material misrepresentations or material breaches of warranty, agreement or undertaking hereunder on the part of Seller; and (ii) material failures by Seller to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder;
(b) all liabilities of Seller not specifically assumed by Buyer pursuant to its Undertaking, including, without limitation, (i) all liabilities and expenses (including attorneys' fees and disbursements) incurred by Buyer and/or Parent resulting from the parties' failure to comply with the Bulk Transfer Statutes of Pennsylvania, as amended, at 43 P.S. ss.788.3, 72 P.S. ss.1403(a), and 72 P.S. ss.7240, and (ii) all expenses incurred by Buyer and/or Parent in respect of taxes to the extent owed by Seller covering any period prior to the Effective Date; unless such costs, liabilities, damages or expenses arise by reason of Buyer's failure to fully observe and perform its duties and obligations under the Undertaking;
(c) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing which are subject to such indemnification; provided, however, that in no event shall Seller or the Shareholder have any duty to defend, indemnify or hold harmless on account of any cost, liability, loss, damage or expense to the extent that such cost, liability, loss, damage or expense arises out of or is caused by any act or omission of Parent or Buyer or any of their respective shareholder, directors, officers, agents, employees or representatives; and provided further, however, that if any claim, liability, demand, assessments action, suit or proceeding shall be asserted against Buyer and/or Parent or any of their respective successors or assigns in respect of which Buyer and/or Parent proposes to demand indemnification, Buyer and/or Parent shall immediately notify Seller thereof in writing. Subject to rights of or duties to any insurer or other third person having liability therefor, Seller or the Shareholder (or the insurer of either) shall have the right promptly upon ...
Indemnification by Seller and the Shareholder. In addition to any other remedies available to Buyer and Key under this Agreement, or at law or in equity, each of Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless each of Buyer and Key, and their respective officers, directors, employees, agents and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitees shall incur or suffer, which arise, result from or relate to (i) any breach of, or failure by Seller or the Shareholder to perform, their respective re presentations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer and Key by Seller or the Shareholder under this Agreement and (ii) the Retained Liabilities.
Indemnification by Seller and the Shareholder. Subject to the terms and limitations in this Article 9, Seller and Shareholder, jointly and severally, shall indemnify, defend, and hold Buyer, its directors, officers, shareholders and successors and assigns (the "Buyer's Indemnitees") harmless from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost and expense of any kind or character, including reasonable attorneys' fees and expenses (the "Buyer Damages"), arising out of or in any manner incident, relating or attributable to:
(a) any inaccuracy in any representation or breach of any warranty of Seller or the Shareholder contained in this Agreement;
(b) any failure by Seller or Shareholder to perform or observe, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by it under this Agreement;
(c) liabilities or obligations relating to, or arising out of, the operation of the Business prior to the Effective Time, whether or not such liabilities, obligations or claims were known on such date, but excluding the Assumed Liabilities and matters for which Seller and Shareholder are to be indemnified pursuant to Section 9.4;
(d) any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller or Shareholder (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement;
(e) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an "Employment Loss," as defined by 29 U.S.C. Section 2101 (a)
Indemnification by Seller and the Shareholder. Regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer or any of its directors, officers, employees, representatives, agents, attorneys, accountants, or consultants may have, Seller and the Shareholder, jointly and severally, shall indemnify, defend and hold harmless Buyer and each of its Affiliates, shareholders, directors, officers, employees, agents, accountants, attorneys and representatives (collectively, with Buyer, the “Buyer Indemnified Parties”) from and against any demand, claim, action, cause of action, damage, Liability, loss, cost, debt, deficiency, expense, obligation, Tax, assessment, public charge, lawsuit, contract, agreement, and undertaking of any kind or nature, whether known or unknown, fixed, actual, accrued or contingent, liquidated or unliquidated, and whether or not asserted by a third party (including, interest, penalties, additional federal, state or local Taxes, reasonable attorneys’ fees and other costs and expenses incident to this transaction or proceedings or investigations or the defense of any claim, whether or not litigation has commenced) (“Losses”) arising out of, resulting from, or relating to any of the following:
(a) any breach by Seller of any of its representations and warranties made in this Agreement or any other agreement or instrument delivered by Seller pursuant to this Agreement;
(b) any breach by Seller of any of its covenants or agreements made in this Agreement or any other agreement or instrument delivered by Seller pursuant to this Agreement;
(c) any Excluded Liability or Excluded Asset; and
(d) any Taxes of Seller or Taxes related to the Purchased Assets or the Business for periods (or portions thereof) ending on or before the Closing Date.
Indemnification by Seller and the Shareholder. Upon the terms and subject to the conditions set forth in Sections 6.4 and 6.5 hereof and this Section 6.2, Seller and the Shareholder, jointly and severally, agree to indemnify, defend, protect, save and hold harmless each Buyer Indemnitee (as such term is hereinafter defined) against, and will reimburse each Buyer Indemnitee on demand for, any and all Losses (as such term is hereinafter defined) made or incurred by or asserted against such Buyer Indemnitee, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from any of the following (“Seller Indemnifiable Claims”):
(a) any and all Excluded Liabilities other than those liabilities relating to the Muncie Property that are covered by the terms of the Remediation Agreement; or
(b) any inaccuracy, omission, misrepresentation, breach of warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Seller or the Shareholder contained herein or in any certificate or other instrument furnished or to be furnished by Seller or the Shareholder to Buyer pursuant hereto.
Indemnification by Seller and the Shareholder. 15 7.2...... Certain Limits on Indemnification by Seller; Offset....................................... 16
Indemnification by Seller and the Shareholder. From and after the Closing Date, Seller and the Shareholder shall, jointly and severally, indemnify, defend (with counsel reasonably acceptable to Buyer Indemnitees) and hold Buyer and its officers, directors, employees, members, shareholders, agents and representatives (“Buyer Indemnitees”) harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys’, accountants’, experts’ and other fees and expenses incurred in connection therewith) (“Losses”) resulting from, arising out of, or due to, directly or indirectly, any of the following:
5.2.1 Any inaccuracy or misrepresentation in, or breach or nonfulfillment of, any representation, warranty or covenant of Seller contained in this Agreement (or in any exhibit, schedule, certificate or other document referred to herein or executed in connection herewith);
5.2.2 Any liability or obligation of Seller or the Shareholder to third parties, and any tax liability or other liability or obligation relating to the Assets or the Business and incurred before the Closing or arising from the conduct or operation of the Business before the Closing, other than the Assumed Contracts; or
5.2.3 Any liability arising from any sales or use taxes due as a result of the transaction set forth in this Agreement.
Indemnification by Seller and the Shareholder. On and after the Closing Date, Seller and the Shareholder, jointly and severally, shall indemnify and hold Buyer harmless against, defend and shall reimburse Buyer on demand for any payment, including attorney fees, made by Buyer at any time after the Closing Date in respect of: (i) any claim for brokerage or other commissions arising from acts of Seller relating to this Agreement or to the transactions contemplated hereby, (ii) any material inaccuracy in, or the material breach of, any representation or warranty made by Seller herein or in any Schedule or Exhibit hereto or in any other document or agreement executed and delivered to Buyer pursuant
Indemnification by Seller and the Shareholder. Subject to the conditions and limitations set forth in this Article IX, from and after the Closing, Seller and the Shareholder, jointly and severally, will indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, managers, shareholders, members, partners, employees, representatives and agents, and the respective successors and assigns of the foregoing (the “Buyer Indemnified Parties”) from, against and in respect of any Losses arising out of or resulting from:
(a) any failure to be true and correct as of the date of this Agreement, and as of the Closing (as if made anew at and as of the Closing), of any representation or warranty made by Seller or the Shareholder contained in this Agreement (or the certificate delivered pursuant to Section 7.2(c));
(b) any nonfulfillment or breach of any covenant or agreement made by Seller or the Shareholder contained in this Agreement;
(c) any failure to fully and timely discharge or perform any of the Retained Liabilities; and
(d) any Excluded Assets.
