Indemnification by the Seller and the Shareholders Sample Clauses

Indemnification by the Seller and the Shareholders. Except as otherwise limited by this Article 8 and Article 9 hereof, the Seller and the Shareholders jointly and severally agree to indemnify, defend and hold the Buyer, Weatxxxxxxx, xxch 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 the Shareholders in this Agreement or any misrepresentation in or omission from any other agreement, certificate, exhibit or writing delivered to the Buyer or Weatxxxxxxx xxxsuant 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 Seller, (ii) any Environmental Conditions existing on, at, or underlying the real property of the Seller located at 640 Xxxxx Xxxxxxx 00 Xxxxx xx Xxxxxx, Xxxxx (xxe "Willis Facility"), (iii) any acts or omission of the Seller relating to the ownership or operation of the Transferred Assets or the Willxx Xxxility on or prior to the Closing Date resulting in a violation or alleged violation of Environmental Laws, or (iv) 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 Seller; or

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 (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. Subject to Section 6.5 hereof, the Seller and each of the Shareholders hereby jointly and severally agree to indemnify and hold harmless Purchaser, any Affiliate thereof and the directors, officers and employees of Purchaser or any such Affiliate from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements (singularly, a "Loss," and collectively, "Losses"), arising out of or relating to: (a) any failure or breach by the Seller or any Shareholder of any representation or warranty, made by the Seller or any Shareholder in this Agreement, including any certificate, schedule or other agreement delivered by the Seller or any Shareholder hereto, (b) any failure or breach by the Seller or any Shareholders of any covenant, agreement or undertaking in this Agreement, including any certificate, schedule or other agreement delivered by the Seller or any Shareholder, (c) any liabilities or obligations of, or claims against, the Seller or the Purchaser (whether absolute, accrued, contingent or otherwise) arising out of or in connection with the Seller's ownership, use or operations of the Assets and

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. (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)