Indemnification by Seller Group. Each of Seller and Parent, ------------------------------- jointly and severally, agrees to indemnify and hold harmless Buyer from and against any and all Losses and Expenses incurred by Buyer in connection with or arising from, and shall defend each Buyer Group Member against any claims which, if true, would constitute:
(a) any breach by Seller or Parent of any of its or their respective covenants in this Agreement or in any Seller Ancillary Agreement;
(b) any failure of Seller or Parent to perform any of its or their respective obligations in this Agreement or in any Seller Ancillary Agreement;
(c) any breach of any warranty or the inaccuracy of any representation of Seller or Parent contained in this Agreement;
(d) the failure of Seller or Parent to comply with any applicable bulk sales law (except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities); or
(e) the failure of Seller or Parent to perform or discharge any Excluded Liability. provided, however, that Seller and Parent shall be required to indemnify and -------- ------- hold harmless Buyer under clauses (a), (b) and (c) of this Section 8.1 with ----------- respect to Losses and Expenses incurred by Buyer only if the aggregate amount of such Losses and Expenses on a cumulative basis exceeds $100,000 (for the sake of clarity, if the aggregate amount of Losses and Expenses exceeds $100,000, the full amount of such Losses and Expenses from the first dollar shall be recoverable). For the sake of clarification, Seller's and Parent's obligation to indemnify Buyer against all Excluded Liabilities shall in no way be limited in amount by virtue of the foregoing proviso. Seller's and Parent's maximum liability under this Section 8.1 shall at no time exceed an amount equal to 50% ----------- of the Final Purchase Price paid by Buyer to Seller under this Agreement (except with respect to breaches of Seller Group's representations in Sections 5.3 ------------ (first two paragraphs), 5.7(d) and 5.10(d) hereof as to which Seller Group's ------ ------- maximum liability with respect to such breaches together with all other liabilities under this Section 8.1 shall at no time exceed an amount equal to ----------- 100% of the Final Purchase Price paid by Buyer and Seller under this Agreement).
Indemnification by Seller Group. Subject to Section 8.4 and the other provisions of this Article VIII, Seller Group shall indemnify, defend and hold harmless, and agree to reimburse Purchaser and its directors, officers, employees, stockholders, members, managers, and partners, as applicable (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all claims, losses, liabilities, obligations, damages, fines, penalties, judgments, costs and expenses (individually, a “Loss” and, collectively, “Losses”) actually incurred by a Purchaser Indemnified Party based upon or resulting from:
(a) any breach of any of the representations or warranties made by Seller Group in this Agreement, any ancillary document or certificate furnished to Purchaser by Seller pursuant hereto;
(b) any breach of or failure to perform any covenant or agreement made by Seller Group in this Agreement or any ancillary document; or
(c) the Excluded Assets and/or the Excluded Liabilities.
Indemnification by Seller Group. Each member of Seller Group, jointly and severally, hereby agrees to indemnify and hold harmless Purchaser and Purchaser’s Designee (if any) and their respective successors, assigns and Affiliates (and its and their respective directors, officers, employees, agents and representatives) from and against any and all claims, damages, liabilities, fines, liens, losses or other obligations whatsoever, together with costs and expenses, including fees and disbursements of counsel and expenses of investigation incurred in connection therewith or in connection with the enforcement of the indemnifying party's indemnification obligations hereunder (collectively, “Losses”):
(a) arising out of, based upon, or caused by the inaccuracy of any representation or the breach of any warranty or covenant of any member of Seller Group contained in this Agreement or in any agreement, certificate or other instrument delivered by any member of Seller Group pursuant to this Agreement;
(b) arising from the failure of a member of the Seller Group to pay or discharge, in due course, any Retained Liability; or
(c) arising out of, or alleged to have arisen out of, the operation of the Business and Assets prior to the Closing other than Assumed Liabilities.
Indemnification by Seller Group. (a) Shareholder, Seller, Parent and Higashi (hereinafter collectively called the "Indemnitor") shall jointly and severally defend, indemnify and hold harmless Buyer and its corporate affiliates, their officers, directors, employees, shareholders, and agents, their successors and assigns, and each of them (hereinafter collectively called "Indemnitees") against and in respect of any and all claims, loss, damage, liability, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (all of the foregoing being hereinafter called "Indemnified Losses"), suffered or incurred by any Indemnitee by reason of, or arising out of:
(1) any misrepresentation, breach of warranty or breach or nonfulfillment of any agreement of the Seller Group, or any of them, contained in this Agreement;
(2) liabilities and obligations of, or claims against, the Seller Group, or any of them, of any nature whatsoever, whether accrued, absolute, contingent or otherwise, arising before or after the Closing Date hereof, except the Assumed Liabilities; or
(3) claims, damages, attorneys' fees, remediation costs or other liability or expenses associated with or resulting from any environmental issues affecting the Real Property, including but not limited to, those matters set forth on Schedule 4.18, which are or may be assessed against or charged to or otherwise incurred by Buyer.
Indemnification by Seller Group. The Seller and Shareholder, jointly and severally, shall indemnify and hold harmless Buyer and its successors, assigns, directors and officers from, against, for and in respect of any and all claims, losses, damages, liabilities, expenses and any other obligations (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) reasonably incurred by them, in connection with each and all of the following:
(a) any breach of any representation or warranty made by any member of the Seller Group in this Agreement;
(b) the breach of any covenant, agreement or obligation of any member of the Seller Group contained in this Agreement or any other instrument contemplated by this Agreement;
(c) any misrepresentation contained in any statement or certificate furnished by any member of the Seller Group pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; and
(d) any claims against, or liabilities or obligations of, any member of Seller Group not specifically assumed by Buyer pursuant to this Agreement.
Indemnification by Seller Group. Subject to the terms and conditions of this Agreement (and, with respect to Environmental Indemnifiable Losses subject to Article 8 hereof), Seller Group (as defined in Section 7.8) agrees to indemnify and hold Buyer Group (as defined in Section 7.8) harmless from and against any liabilities, damages, losses or costs resulting from any and all liabilities, obligations, damages (excluding, however, incidental or consequential damages) (i.e. only dommage direct), deficiencies, losses, claims, actions, lawsuits, proceedings, judgments, demands, costs (including costs of posting bank guarantees and securities) and penalties (including reasonable attorneys' fees) ("Indemnifiable Losses") suffered or incurred by Buyer Group and resulting from (i) any breach of representation or warranty of Seller Group contained in this Agreement (except to the extent waived in writing by Buyer Group pursuant to this Agreement) or (ii) any breach of covenant on the part of Seller Group whether or not a mutual covenant contained in this Agreement, it being understood that Seller Group shall not be liable for any Indemnifiable Loss resulting from a change in law after Closing, and that Buyer Group waives any other remedy than those provided by this Article 7 and Article 8, which shall constitute Buyer Group's exclusive remedy in respect of any Indemnifiable Losses.
Indemnification by Seller Group. (a) Subject to the provisions of this Article VII, each member of the Seller Group, jointly and severally, shall indemnify, defend and hold harmless each Purchaser Indemnified Party from and against any and all Losses incurred, suffered or threatened arising out of or in connection with: (i) any breach of any representation or warranty by Seller in this Agreement or in any Related Document, it being agreed that for solely purposes of interpreting and implementing this Article VII with respect to any Third Party Claim, the qualifying terms “material,” “in all material respects,” “Material Adverse Effect” and words of similar effect shall be deemed deleted in each representation and warranty contained in this Agreement and any Related Document; (ii) any breach by Seller of any covenant or agreement contained in this Agreement or in any Related Document; (iii) any of the Proceedings described on Schedule 3.8; or (iv) any Excluded Liability.
(b) Subject to the provisions of this Article VII, each Shareholder, severally and not jointly, shall indemnify, defend and hold harmless each Purchaser Indemnified Party from and against any and all Losses incurred, suffered or threatened arising out of or in connection with: (i) any breach of any representation or warranty by such Shareholder (but not by any other Shareholder) in this Agreement or in any Related Document, it being agreed that for solely purposes of interpreting and implementing this Article VII with respect to any Third Party Claim, the qualifying terms “material,” “in all material respects,” “Material Adverse Effect” and words of similar effect shall be deemed deleted in each representation and warranty contained in this Agreement and any Related Document; and (ii) any breach by such Shareholder (but not by any other Shareholder) of any covenant or agreement contained in this Agreement or in any Related Document.
Indemnification by Seller Group. Each member of the Seller Group hereby agrees, jointly and severally, hereby agrees to indemnify and hold harmless Purchaser and its successors, assigns and affiliates (and its and their respective directors, officers, employees, agents and representatives) from and against any and all claims, damages, liabilities, fines, liens, losses or other obligations whatsoever, together with costs and expenses, including fees and disbursements of counsel and expenses of investigation incurred in connection therewith or in connection with the enforcement of the indemnifying party's indemnification obligations hereunder (collectively, "Losses"): (a) arising out of, based upon, or caused by the inaccuracy of any representation or the breach of any warranty or covenant of any member of Seller Group contained in this Agreement or in any agreement, certificate or other instrument delivered by any member of Seller Group pursuant to this Agreement;
Indemnification by Seller Group. Seller Group hereby agrees to ------------------------------- indemnify and hold Buyer, Buyer's Affiliates (including Maytag Worldwide) and their respective officers, directors and employees (collectively, "Buyer ----- Indemnified Parties") harmless from any and all Indemnifiable Damages which any ------------------- such person or entity may suffer or incur by reason of:
Indemnification by Seller Group. Subject to and to the extent provided in this Article 10, BMH and BMC shall, on a joint and several basis, indemnify and hold harmless Buyer and its members, shareholders, partners, directors, officers, employees, agents and affiliates (each, a “Buyer Indemnified Party”) from and against any Losses incurred or suffered by a Buyer Indemnified Party as a result of or arising from: (a) any breach of or inaccuracy in any representation or warranty made by Seller Group in this Agreement; (b) any breach of a covenant, obligation or agreement of Seller Group in this Agreement; and (c) the Excluded Liabilities and the Excluded Assets, “Losses” shall mean any damages, claims, costs, losses, liabilities, expenses or obligations (including reasonable attorneys’ fees and associated expenses) whether or not involving a third-party claim. Losses shall not include any incidental, special, consequential or indirect damages, including, lost profits, revenue, business or opportunity or punitive damages, unless such damages are being sought by a third-party against the indemnified party.
