Indemnification by the Seller and the Parent. The Seller and the Parent shall, jointly and severally, indemnify the Buyer and DParent in respect of, and hold the Buyer and DParent harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by the Buyer or any Affiliate thereof resulting from, relating to or constituting:
Indemnification by the Seller and the Parent. Notwithstanding the Closing and except to the extent that the Buyer or Newco has any knowledge or information with respect to such matter on or prior to the Closing Date, the Seller and the Parent, jointly and severally, shall indemnify and fully defend, save and hold the Buyer, Newco, and their directors, officers and employees (the "Buyer Indemnitees"), harmless if any Buyer Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all
Indemnification by the Seller and the Parent. Notwithstanding the Closing and except to the extent that the Buyer or Newco has any knowledge or information with respect to such matter on or prior to the Closing Date, the Seller and the Parent, jointly and severally, shall indemnify and fully defend, save and hold the Buyer, Newco, and their directors, officers and employees (the "BUYER INDEMNITEES"), harmless if any Buyer Indemnitee shall at
Indemnification by the Seller and the Parent. Notwithstanding the Closing or the delivery of the Purchased Property, the Seller and the Parent shall, jointly and severally, indemnify and fully defend, save and hold the Buyer, Buyer Affiliate, any Affiliate of the Buyer and Buyer Affiliate and their respective stockholders, partners, members, directors, officers and employees (collectively, the “Buyer Indemnitees”), harmless if any Buyer Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys’ fees and expenses of investigation incurred by the Buyer Indemnitees in any action or proceeding between the Seller, the Parent and the Buyer Indemnitees or between the Buyer Indemnitees and any third party or otherwise), deficiency, interest, penalty, impositions, assessments or fines (collectively, “Buyer Losses”) arising out of or resulting from any and all the following:
Indemnification by the Seller and the Parent. (a) The Seller and the Parent shall, jointly and severally, indemnify and hold the Buyer harmless from and against any and all damages (excluding consequential damages), losses, liabilities, actions, claims or expenses, including reasonable attorneys' fees ("Damages"), resulting from any breach of a representation, warranty or covenant made by the Seller or the Parent hereunder or by the Parent pursuant to the Subscription Agreement. Subject to Section 9.1(b), the Seller and the Parent shall not have any liability under the prior sentence unless and until the aggregate amount of all Damages relating thereto exceeds $100,000 (the "Deductible"). Subject to Section 9.1(b), the Seller and the Parent shall only be liable for Damages in excess of
Indemnification by the Seller and the Parent. The Seller and the Parent, jointly and severally, hereby agree to defend, indemnify and hold harmless the Buyer, its directors, officers, affiliates, successors and assigns, from and against any and all claims, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) (collectively, "Damages") resulting from, consisting of or arising out of or in connection with (a) any misrepresentation, breach of representation or warranty or failure to perform any covenant or agreement of the Seller, the Parent or Emcor in this Agreement or in any of the agreements, schedules or exhibits contemplated herein; (b) any warranty claim or product liability claim relating to services provided or products distributed or sold by the Seller prior to the Closing Date; (c) any liabilities or obligations of the Seller for Taxes (as defined below); (d) the failure of the Buyer to obtain protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (e) any claims against, or liabilities or obligations of, the Seller with respect to obligations under any Employee Benefit Plan (as defined below); (f) any claims of Hired Employees arising from actions or inactions of Emcor, the Seller or any of their respective Affiliates (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) or agents prior to the Closing Date or pursuant to Section 5.1 hereof, and any liabilities or obligations resulting from or arising out of the application of the Worker Adjustment Retraining and Notification Act ("WARN"), 29 U.S.C. 2101, et. seq., to the transactions contemplated herein; (g) any litigation, suit, action, investigation, proceeding or controversy arising out of the Seller's actions prior to the Closing Date or Emcor's actions, and any failure of Emcor, and the conduct and operations of its business, to be in compliance with each law (including rules and regulations thereunder) of any federal, state, local or foreign government or any Governmental Entity which is applicable to the Emcor Employees; and (h) any liabilities, obligations or commitments, fixed or contingent, of Emcor or of the Seller other than the Assumed Liabilities. For purposes of this Agreement, (i) "Taxes" includes federal, state, local, foreign and other ...
Indemnification by the Seller and the Parent. Subject to the limitations contained in Section 10, the Seller and the Parent shall jointly and severally indemnify and defend the Buyer and each of its officers, directors, employees, shareholders, agents, advisors or representatives (each, a "Buyer Indemnitee") against, and hold each Buyer Indemnitee harmless from, any loss, liability, obligation, deficiency, damage or expense including without limitation, interest, penalties, reasonable attorneys' and consultants' fees and disbursements (collectively, "Damages"), that any Buyer Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim):
Indemnification by the Seller and the Parent. Subject to the provisions of Section 9.4 and Section 9.5, each of the Seller and the Parent, jointly and severally, covenant and agree to indemnify, defend and hold harmless the Purchaser and its Representatives and Affiliates (collectively, the “Purchaser Indemnitees”), from and against any and all Damages incurred or suffered by the Purchaser Indemnitees arising or resulting from, directly or indirectly, any of the following:
Indemnification by the Seller and the Parent. The Seller and the Parent shall jointly and severally indemnify the Purchaser and the Acquired Companies, and each of the Purchaser's and the Acquired Companies' respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors, and assigns (collectively, the "PURCHASER PARTIES") and hold each of them harmless from and against and pay on behalf of or reimburse such Purchaser Parties in respect of any Loss which any such Purchaser Party may suffer, sustain, or become subject to, as a result of or relating to:
Indemnification by the Seller and the Parent. Subject to the terms and conditions set forth in this Article 6, following the Closing the Seller and Parent will jointly and severally indemnify, defend and hold harmless the Buyer and its Affiliates and their respective officers, directors and employees (collectively, the “Buyer Indemnified Persons”) from and against, and will reimburse the Buyer Indemnified Persons for, all Damages actually sustained, incurred or suffered by any Buyer Indemnified Person to the extent resulting from, arising out of, or relating to: (a) any breach of any representation or warranty of Parent and Seller contained in Article 2 and Article 3; (b) any breach or failure by Seller to perform any of its covenants or obligations contained in this Agreement; and (c) any Pre-Closing Taxes.
