Indemnification by the Seller and the Shareholders. The Seller and the Shareholders agree, jointly and severally, to indemnify, defend and hold the Purchaser and the Parent harmless, their respective subsidiaries and affiliates and each of their respective shareholders, officers, directors and employees (the “Purchaser Indemnified Parties”) against all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by the Purchaser or the Parent as opposed to consequential damages, lost profits or punitive damages paid by the Purchaser to a third party), Taxes, or expenses (including, but not limited to, interest, penalties, fees, and reasonable professional fees and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (herein referred to collectively as “Purchaser’s Losses” or individually as a “Purchaser’s Loss”) to which the Purchaser or the Parent may become subject to or which it may suffer or incur, directly or indirectly, as a result from or in connection with:
(a) any untrue representation of or breach of warranty, by the Seller in any part of this Agreement;
(b) the breach of or nonfulfillment of any covenant, agreement or undertaking of the Seller in this Agreement;
(c) any debt, liability or obligation, direct or indirect, fixed, contingent or otherwise not included in the Assumed Liabilities, that relates to the Seller and is based upon or arises from any act or omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date, whether or not then known, due or payable;
(d) any obligation for Taxes of the Seller for any period (or portion thereof) prior to the Closing Date;
(e) any Retained Liabilities;
(f) the failure of the Seller to comply with the requirements of the Uniform Commercial Code concerning bulk transfers, as in effect in the various states in which the Seller has assets, including, without limitation, the requirement of notice to creditors;
(g) the failure of the Seller to obtain any clearance certificate or similar document required by any taxing Authority in order to relieve the Purchaser or the Parent of any obligation to withhold any portion of the Purchase Price or in order to avoid any successor liability for Taxes;
(h) any liability, expense, cost, tax...
Indemnification by the Seller and the Shareholders. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Seller and each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer and its 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 indemnitee shall incur or suffer, which arise, result from or relate to (a) any material breach of, or failure by the Seller or any of the Shareholders to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or the Shareholders under this Agreement; and (b)
Indemnification by the Seller and the Shareholders. The Seller, Sub and the Shareholders agree to indemnify, defend and hold the Buyer and its Affiliates, officers, directors, shareholders, employees and agents harmless from and against any and all losses, liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) of every kind, nature and description, including but not limited to negligence and both statutory and common law strict liability claims (collectively, the “Claims”), sustained by the Buyer or any of its Affiliates, officers, directors, shareholders, employees or agents based upon, arising out of or otherwise in respect of (i) the inaccuracy of any representation or warranty, of the Seller or the Shareholders contained in this Agreement or in any certificate delivered pursuant to this Agreement; (ii) the breach of any covenant or agreement of the Seller, Sub or the Shareholders contained in this Agreement, or (iii) any Retained Liabilities.
Indemnification by the Seller and the Shareholders. Except as otherwise limited by this Article 10 and Article 11 hereof, the Seller and the Shareholders agree to indemnify, defend and hold the Buyer and each of its officers, directors, stockholders, and controlling Persons and their respective representatives, successors and assigns (“Buyer Group”) harmless from and against and in respect of Damages actually suffered, incurred or realized by such party (collectively, “General Buyer Losses”), arising out of or resulting from or relating to:
(a) any misrepresentation or breach of warranty made by the Seller and/or the Shareholders in this Agreement or any misrepresentation in or breach of warranty under any other agreement to which Seller and/or the Shareholders are a party, certificate, Schedule, Exhibit or writing delivered by Seller and/or Shareholders to the Buyer pursuant to this Agreement, including but not limited to the Disclosure Schedule;
(b) any breach of any covenant or other agreement made or undertaken by the Seller in this Agreement or in any other agreement to which Seller is a party, certificate, Schedule, Exhibit or writing delivered by the Seller or Shareholders to the Buyer pursuant to this Agreement, including the Disclosure Schedule;
(c) any Retained Liability or Excluded Asset; or
(d) any fees, commissions or like payments by any Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for Seller and/or the Shareholders in connection with the transactions contemplated by this Agreement.
Indemnification by the Seller and the Shareholders. Except as otherwise limited by this Article 8 and Article 9 hereof, the Seller and each of the Shareholders, jointly and severally, agree to indemnify, defend and hold the Buyer and Weatherford, each of their respective Affiliates and each of their respective officers, directors, employees, agents, stockholders and controlling Persons and their respective successors and assigns harmless from and against and in respect of Damages actually suffered, incurred or realized by such party (collectively, "Buyer Losses"), arising out of or resulting from or relating to:
(a) any misrepresentation, breach of warranty or breach of any covenant or agreement made or undertaken by the Seller or any of the Shareholders in this Agreement or any misrepresentation in or omission from any other agreement, certificate, exhibit or writing delivered to the Buyer or Weatherford pursuant to this Agreement, including the Disclosure Schedule;
(b) any Environmental Liability arising from or attributable to (i) any condition, event, circumstance, activity, practice, incident, action or omission existing or occurring prior to the Closing Date and related in any way to the Transferred Assets or the Business, or (ii) the use, storage, disposal or treatment, or the transportation for storage, disposal or treatment, of Hazardous Materials prior to the Closing Date and related in any way to the Transferred Assets or the Business; or
Indemnification by the Seller and the Shareholders. Except as otherwise limited by this Article 10 and Article 11 hereof, the Seller and the Shareholders (in the event of a Closing) agree to indemnify, defend and hold the Buyer and each of its officers, directors, stockholders, and controlling Persons and their respective representatives, successors and assigns harmless from and against and in respect of Damages actually suffered, incurred or realized by such party (collectively, “General Buyer Losses”), arising out of or resulting from or relating to:
(a) any misrepresentation or breach of warranty made by the Seller and/or the Shareholders in this Agreement or any misrepresentation in or breach of warranty made by the Seller and/or the Shareholders under any other agreement, certificate, Schedule, Exhibit or writing delivered to the Buyer pursuant to this Agreement, including but not limited to the Disclosure Schedule;
(b) any breach of any covenant or other agreement made or undertaken by the Seller and/or the Shareholders in this Agreement or in any other agreement, certificate, Schedule, Exhibit or writing delivered to the Buyer pursuant to this Agreement, including the Disclosure Schedule;
(c) any Retained Liability or Excluded Asset; or
(d) any fees, commissions or like payments by any Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for Seller and/or the Shareholders in connection with the transactions contemplated by this Agreement.
Indemnification by the Seller and the Shareholders. (a) Subject to the other provisions of this Article VII, the Seller and each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all expenses, losses, damages, liabilities and out-of-pocket costs (including attorneys’ fees and expenses), in each case, net of insurance proceeds if and when actually received (“Damages”) suffered by any of the Purchaser Indemnified Parties to the extent resulting from, arising out of, or incurred with respect to:
(i) any breach of or inaccuracy in any representation or warranty (other than the Seller and Shareholder Non-Basket Representations) as of the Closing Date of the Seller or the Shareholders contained in this Agreement;
(ii) any breach of any covenant of the Seller or the Shareholders contained in this Agreement;
(iii) any breach of or inaccuracy in any representation or warranty as of the Closing Date of the Seller or the Shareholders contained in Sections 4.1 and 4.3 of this Agreement (collectively, the “Seller and Shareholder Non-Basket Representations”);
Indemnification by the Seller and the Shareholders. Subject to the -------------------------------------------------- limitations contained in section 11 and section 12.4, the Seller and the Shareholders shall jointly and severally indemnify and defend the Buyer and each of its officers, directors, employees, shareholders, agents, advisors and 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):
(1) any breach of any representation or warranty made by the Seller or any Shareholder contained in this Agreement or in respect of any third-party claim made based upon facts alleged which, if true, would constitute any such breach; or
(2) either the Seller's or any Shareholder's failure to perform or to comply with any covenant or condition required to be performed or complied with by the Seller or the Shareholders contained in this Agreement.
Indemnification by the Seller and the Shareholders. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Seller and each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders (the "Buyer Indemnified Parties"), 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 indemnitee shall incur or suffer, which arise, result from or relate to (a) any material breach of, or failure by the Seller or any of the Shareholders to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or any of the Shareholders under this Agreement; and (b)
Indemnification by the Seller and the Shareholders. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Seller and each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders (collectively, the Buyer Indemnified Parties), 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 any of the Buyer Indemnified Parties shall incur or suffer, which arise, result from or relate to (i) any breach of, or failure by the Seller or any of the Shareholders to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or any of the Shareholders under this Agreement; and (ii) except to the extent that the Damages are exacerbated by Buyer or Key, the Retained Liabilities. The indemnification obligations of Seller and the Shareholders under this Section 5.1 shall not exceed the Purchase Price; provided, however, that the indemnification obligations of Seller and the Shareholders under this Section 5.1 for Damages incurred or suffered which arise from or relate to the Retained Liabilities shall be unlimited in amount.
