Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. From and after the Closing and subject to the terms and limitations of this Article 8, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Damages incurred or suffered by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a claim solely among the parties) arising out of, resulting from, or in connection with: (a) any breach of, or inaccuracy in, any representation or warranty of the Seller contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto; (b) any breach of, or failure to timely perform, any covenant or agreement of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or (c) subject to Section 8.2(c) of the Pension Plan and Employee Benefit Plan Agreement, any of the Indemnified Liabilities.

Indemnification by the Seller. From and after the Closing and subject to the terms and limitations of this Article 8Closing, the Seller shall indemnify, defend and hold harmless indemnify the Purchaser Indemnified Parties from and Indemnitees against, and reimburse the Purchaser Indemnified Parties forhold them harmless from, any loss, liability, claim, obligation, damage or expense, including reasonable legal fees, costs and expenses, which shall include, for the avoidance of doubt, all Damages reasonable legal fees, costs and expenses of enforcing a Purchaser Indemnitee’s rights pursuant to this Article IX (collectively, “Losses”), suffered or incurred or suffered by the such Purchaser Indemnified Parties Indemnitees (whether involving a Third Party Claim or a claim solely among the partieswithout duplication for (i) any indemnification provided for in Section 9.01(a) and (ii) any indemnification that may be sought under more than one clause of this Section 9.02) arising out of, resulting from, relating to or otherwise in connection withrespect of: (a) any breach of, or inaccuracy in, of any representation or warranty of the Seller contained in Articles II or made pursuant to Article 3 III of this Agreement or in any certificate or other instrument delivered by the Seller pursuant heretoto this Agreement; (b) any breach ofof any covenant, or failure to timely perform, any covenant obligation or agreement of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or; (c) subject any Transaction Expenses incurred or owed by the Seller or any Transferred Entity in connection with any of the transactions contemplated by this Agreement; and (d) any failure to obtain the consent set forth in Section 8.2(c3.04(C)(a) of the Pension Plan and Employee Benefit Plan Agreement, any of the Indemnified LiabilitiesSeller Letter.

Indemnification by the Seller. From and after the Closing and subject Subject to the terms and limitations of set forth in this Article 8VIII, the Seller shall hereby covenants and agrees to defend, indemnify, defend and hold harmless Buyer and its Affiliates (including Company after the Purchaser Closing), and their respective shareholders, partners, members, managers, officers, directors and employees (each a “Buyer Indemnified Parties Party”) from and against, and reimburse the Purchaser Indemnified Parties for, against any and all Damages incurred or suffered by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a claim solely among the parties) Losses, arising out of, of or resulting from, or in connection with: (a) any the breach of, or inaccuracy in, of any representation or warranty of the Seller made by Company contained in or made pursuant to Article 3 of this Agreement or in any agreement or certificate or other instrument delivered by Company pursuant heretoto this Agreement; (b) the breach of any representation or warranty made by the Seller contained in this Agreement or in any agreement or certificate delivered by the Sellers pursuant to this Agreement; (c) the breach of, or failure to timely perform, of any covenant or agreement by Company contained in this Agreement; (d) the non-compliance of Seller or Company with applicable Law; and (e) any liabilities or obligations of any nature whatsoever, whether known, unknown, due, to become due, direct, indirect, absolute, contingent or otherwise incurred by Seller prior to the Economic Takeover Date and not discovered until after Xxxxx’s receipt of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or (c) subject to Section 8.2(c) Statement of the Pension Plan and Employee Benefit Plan Agreement, any of the Indemnified LiabilitiesFinancial Position.

Indemnification by the Seller. From and after the Closing and Date, subject to the terms limitations set forth in Section 7.5, the Seller will indemnify, hold harmless and limitations defend Parent, the Purchaser and their respective Affiliates (and their respective directors, officers, agents and employees, successors and assigns) (each, a "PURCHASER INDEMNIFIED PARTY") in accordance with the provisions of this Article 8, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties 7 from and against, and reimburse the Purchaser Indemnified Parties for, : (i) any and all Damages incurred or suffered and actually paid by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a claim solely among the parties) any of them arising out of, resulting fromrelating to or based upon any inaccuracy in, or in connection with: (a) any breach of, any of the representations or inaccuracy inwarranties, any representation covenants or warranty agreements of the Seller contained in or made pursuant to Article 3 of incorporated into this Agreement Agreement, in the Schedules hereto or in any certificate or other instrument certificates delivered pursuant hereto; (b) any breach of, or failure to timely perform, any covenant or agreement of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan ; and (ii) any and Employee Benefit Plan Agreement, the License Agreement all Damages arising out of or in any certificate way related to any debts, liabilities or obligations (absolute or contingent) of any kind related to the Seller or the operation of the Business other instrument delivered pursuant hereto or thereto, as applicablethan the Assumed Obligations; orand (ciii) subject to Section 8.2(c) any Cost incurred and actually paid by the Purchaser in connection with the enforcement of this Agreement. The right of the Pension Plan and Employee Benefit Plan Agreement, Purchaser Indemnified Parties to be indemnified hereunder shall not be limited or affected by any investigation conducted or notice or knowledge obtained by or on behalf of the Indemnified Liabilitiesany such Persons.

Indemnification by the Seller. From Subject to the limitations set forth in this Section 8, the Seller will indemnify and after hold harmless the Closing Buyer, its Affiliates and the Buyer’s and its Affiliates’ respective employees, officers, directors and representatives (each, a “Buyer Indemnified Party”), from, against and in respect of any and all actions, liabilities, governmental orders, encumbrances, losses, damages, bonds, dues, assessments, fines, penalties, Taxes, fees, costs, expenses (including reasonable legal fees, costs and/or expenses incurred in defending a Third Party claim) or amounts paid in settlement (which, except in respect of reasonable legal fees, costs and/or expenses incurred in defending a Third Party claim, shall be subject to the terms and limitations of this Article 8Section 10.1(e)) (collectively, the Seller shall indemnify“Losses”), defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Damages incurred or suffered by the Purchaser Buyer Indemnified Parties (whether involving or any of them as a Third Party Claim or a claim solely among the parties) result of, arising out of, resulting from, or in connection with: directly or indirectly relating to: (a) any breach of, or inaccuracy in, any representation or warranty of made by the Seller contained in or made pursuant to Article Section 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto; Agreement; (b) any breach ofbreach, nonperformance, or failure to timely perform, violation of any covenant or agreement of the Seller (including, without limitation, under this Section 8) contained in this Agreement or made pursuant to this any Ancillary Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or (c) subject to Section 8.2(c) of the Pension Plan and Employee Benefit Plan Agreement, any of the Indemnified LiabilitiesRetained Liability.

Indemnification by the Seller. From and after the Closing and subject The Seller agrees to the terms and limitations of this Article 8, the Seller shall indemnify, defend indemnify and hold harmless the Purchaser Indemnified Parties and its Associates from and against, and reimburse the Purchaser Indemnified Parties for, all losses suffered or incurred by any and all Damages incurred of them as a result of or suffered by the Purchaser Indemnified Parties (whether involving a Third Party Claim arising directly or a claim solely among the parties) arising indirectly out of, resulting from, of or in connection with: (a) any breach by the Seller of, or any inaccuracy in, of any representation or warranty of of, the Seller contained in or made pursuant to Article 3 of this Agreement or in any agreement, certificate or other instrument document delivered pursuant hereto; (b) any breach of, or failure to timely perform, non-performance by the Seller of any covenant or agreement of the Seller to be performed by it that is contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any agreement, certificate or other instrument document delivered pursuant hereto or thereto, as applicable; orhereto; (c) subject any failure by the Seller to Section 8.2(cpay, satisfy, discharge, perform or fulfill any liabilities or obligations except for the Assumed Liabilities; (d) of the Pension Plan and Employee Benefit Plan Agreement, any claim by a third party alleging it has any rights to any of the Indemnified LiabilitiesAssets; and (e) the operations of the Seller's business on or prior to the Closing Date including any liabilities or corrective or remedial obligations incurred after the Closing Date pursuant to Environmental Laws that arise out of the conduct of the Seller or any of its predecessors on or prior to the Closing Date.

Indemnification by the Seller. From and after the Closing and subject The Seller hereby agrees to the terms and limitations of this Article 8, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties and each of its Representatives (collectively, "PURCHASER INDEMNIFIED PERSONS") from and againstagainst any losses, liabilities, claims, obligations, damages (including diminution in value), costs and reimburse the Purchaser Indemnified Parties for, any expenses (including reasonable attorneys' fees and all Damages other reasonable expenses incurred in investigating, preparing, or suffered by the Purchaser Indemnified Parties defending any litigation or proceeding, commenced or threatened) (whether involving a Third Party Claim or a claim solely among the partiescollectively, "PURCHASER DAMAGES") arising out of, of or resulting from, or in connection with: (a) any breach of, or inaccuracy in, of any representation or warranty of the Seller contained in or made pursuant to Article 3 of this Agreement or in any other certificate or other instrument document the Seller has delivered pursuant heretoto this Agreement or any claim by a third party which if true would be such a breach; (b) any breach of, or failure to timely perform, any covenant or agreement of by the Seller contained of any of its covenants or obligations in this Agreement or made in any agreement or other document executed or delivered pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or (c) subject any liabilities relating to Section 8.2(c) of the Pension Plan and Employee Benefit Plan AgreementAssets with respect to the period ending on the Closing Date, any of except for the Indemnified Assumed Liabilities.;

Indemnification by the Seller. From The Seller and after GTJ REIT, Inc, a Maryland corporation (“GTJ REIT”) and the Closing and subject ultimate parent of the Seller, agree to the terms and limitations of this Article 8, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from Buyer and its directors, officers, shareholders, employees, agents, successors and permitted assigns (collectively, the “Buyer Parties”) against, and to reimburse the Purchaser Indemnified Buyer Parties forwith respect to, any and all Damages incurred losses, liabilities, obligations, suits, proceedings, demands, judgments, damages, claims, expenses and costs, including, without limitation, reasonable fees, expenses and disbursements of counsel (collectively, “Damages”), which each may suffer, incur or suffered pay as a result of or arising from: (i) the breach by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a claim solely among the parties) arising out of, resulting from, or in connection with: (a) any breach of, or inaccuracy in, Seller of any representation or warranty made by the Seller and contained in, or any material inaccuracy in, this Agreement or any agreement, certificate or instrument contemplated hereby; (ii) the failure of the Seller contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto; (b) any breach of, or failure to timely perform, perform any covenant or agreement of required to be performed by the Seller contained in or made Seller, as applicable, pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any agreement, certificate or other instrument delivered pursuant hereto or thereto, as applicablecontemplated hereby; or and (ciii) subject to Section 8.2(c) any liabilities of the Pension Plan and Employee Benefit Plan AgreementCompany existing at or arising out of a state of facts existing at or before the Closing Date, any of to the Indemnified Liabilitiesextent that such liabilities are not reflected or reserved against in the Balance Sheet.

Indemnification by the Seller. From and after the Closing and subject The Seller agrees to the terms and limitations of this Article 8, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Buyer Parties from (and their respective directors, officers, employees, Affiliates, successors and assigns) against, and reimburse hold the Purchaser Indemnified Buyer Parties forharmless from and in respect of, any and all Damages Losses incurred or suffered by the Purchaser Indemnified Buyer Parties (whether involving a Third Party Claim in any and all Actions between the Buyer Parties and the Seller or a claim solely among between the parties) Buyer Parties and any third party or otherwise based upon, arising out of, resulting from, or otherwise in connection with: respect of or which are incurred by virtue of or result from (ai) any (A) the inaccuracy in or breach of, or inaccuracy in, of any representation or warranty of made by the Seller, or (B) the nonfulfillment by the Seller of any unwaived covenant or agreement, in the case of (A) and (B) above, as contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto; (b) any breach of, or failure to timely perform, any covenant or agreement of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement other Transaction Documents or in any certificate document or other instrument delivered at the Closing pursuant hereto or thereto; (ii) enforcing the Buyer Parties’ indemnification rights provided for hereunder; (iii) any fraud, as applicablewillful misconduct or bad faith of the Seller in connection with this Agreement; or or (civ) subject any criminal activities of the Seller, the Company or AIM prior to the Closing; provided, however, that no indemnification shall be payable under this Section 6.1 to the extent that indemnity is specifically provided for Losses pursuant to any supplemental indemnity pursuant to Section 8.2(c) 6.3 of the Pension Plan and Employee Benefit Plan this Agreement, any of the Indemnified Liabilities.

Indemnification by the Seller. From and after the Closing and subject to the terms and limitations of this Article 8, the The Seller shall indemnify, defend indemnify and hold harmless the Purchaser and his Affiliates, employees and agents and the successors and assigns of all of them (the "Purchaser Indemnified Parties from and againstParties"), and shall reimburse the Purchaser Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and all Damages incurred or suffered by the Purchaser Indemnified Parties defense and attorneys' fees) (whether involving a Third Party Claim or a claim solely among the parties) collectively, "Damages"), arising out of, resulting from, from or in connection with: with (a) any material inaccuracy or breach ofof any of the representations and warranties, or inaccuracy in, any representation or warranty of the Seller contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument document delivered pursuant hereto; (b) any breach of, or failure to timely perform, any covenant or agreement of by the Seller contained in or made pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with in any material respect any such representation or warranty, (b) any failure by the Restructuring AgreementsSeller to perform or comply with, the Pension Plan and Employee Benefit Plan Agreementin any material respect, the License any agreement, covenant or obligation in this Agreement or in any certificate or other instrument document delivered by the Seller pursuant hereto to this Agreement to be performed by or theretocomplied with by the Seller, as applicable; or (c) subject to Section 8.2(c) any claim made by a third Person against the Purchaser based upon an act or omission of the Pension Plan and Employee Benefit Plan AgreementSeller or its Affiliates subsequent to the Closing Date or (d) any obligation, any of the Indemnified Liabilitiesdebt, claim or liability which is not an Assumed Liability.

Indemnification by the Seller. From Subject to the limitations set forth in Section 9.3, from and after the Closing and subject to the terms and limitations of this Article 8Closing, the Seller shall indemnify, defend and hold harmless Buyer, the Purchaser Indemnified Parties Company, each of their Affiliates and their respective officers, directors, Representatives, successors and permitted assigns (all such foregoing Persons, collectively, the “Buyer Indemnitees”) from and againstagainst any Losses the Buyer Indemnitees may suffer, and reimburse the Purchaser Indemnified Parties forincur, any and all Damages incurred sustain or suffered by the Purchaser Indemnified Parties become subject to (whether involving a Third Party Claim or a claim solely among the partiescollectively, “Buyer Indemnifiable Losses”) arising out of, resulting from, or in connection with, relating to or resulting from: (ai) any breach of, or inaccuracy in, of any representation or warranty of made by the Company under Article IV or by the Seller contained in or made pursuant to under Article 3 V of this Agreement or in any other agreement, certificate or other instrument executed and delivered pursuant hereto; (b) any breach ofby the Seller, the Company or failure to timely perform, any covenant or agreement of the Seller contained in or made Trustee pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or; (cii) subject any nonfulfillment or breach of any covenant, agreement or obligation to Section 8.2(cbe performed by the Company (prior to Closing) of or the Pension Plan and Employee Benefit Plan Seller pursuant to this Agreement, ; (iii) any amount required to pay any of the Indemnified LiabilitiesSeller Transaction Costs or Debt not taken into account in the Final Purchase Price; and (iv) the pre-Closing Tax indemnity set forth in Section 7.7(g).

Indemnification by the Seller. From and after the Closing and subject to the terms and limitations of this Article 8, the The Seller shall indemnifysave, defend defend, indemnify and hold harmless the Purchaser Indemnified Parties Buyer and its Affiliates (including the Specified Entities) and the respective Representatives, successors and assigns of each of the foregoing from and against, and shall compensate and reimburse each of the Purchaser Indemnified Parties foregoing for, any and all Damages losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, Taxes, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any of the Purchaser Indemnified Parties (whether involving foregoing as a Third Party Claim or a claim solely among the parties) result of, arising out of, resulting from, of or in connection withrelating to: (a) any breach of, or inaccuracy in, of any representation or warranty made by any of the Seller Entities contained in or made pursuant to Article 3 of this Agreement or in any schedule, certificate or other instrument document delivered pursuant heretohereto or in connection with the transactions contemplated hereby (without giving effect to any limitations or qualifications thereto, including materiality or Material Adverse Effect); (b) any breach of, or failure to timely perform, of any covenant or agreement by any of the Seller Entities contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any schedule, certificate or other instrument document delivered pursuant hereto or thereto, as applicablein connection with the transactions contemplated hereby; orand (c) subject to Section 8.2(c) of the Pension Plan and Employee Benefit Plan Agreement, any of the Indemnified LiabilitiesExcluded Asset or Excluded Liability.

Indemnification by the Seller. From and after After the Closing and subject to the terms and limitations of this Article 8Closing, the Seller shall indemnify, defend hereby agrees to indemnify and hold harmless the Purchaser Indemnified Parties from and against, and to reimburse the Purchaser Indemnified Parties for, any and all Damages incurred losses, liabilities, and damages (including punitive and exemplary damages and fines or suffered by the Purchaser Indemnified Parties penalties and any interest thereon), costs and expenses (whether involving a Third Party Claim or a claim solely among the parties) arising out ofincluding reasonable fees and disbursements of counsel and expenses of investigation and defense), resulting fromclaims, or in connection withother obligations of any nature (collectively, "Losses") that result from: (a) Any inaccuracy in or breach of any representation and warranty, or any breach of, or inaccuracy in, any representation or warranty nonfulfillment of the Seller contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto; (b) any breach of, or failure to timely perform, any covenant or agreement of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate certificate, document, or other instrument delivered pursuant hereto or thereto, as applicable; orto the Purchaser under this Agreement; (b) Any failure to comply with applicable bulk sales laws; (c) subject to Section 8.2(c) The operation or ownership of the Pension Plan Western Blot Operations and Employee Benefit Plan Agreementthe Acquired Assets prior to the Closing including any liabilities arising under the Licenses or the Assumed Contracts that relate to events occurring prior the Closing Date, except to the extent any of the Indemnified foregoing constitute Assumed Liabilities; and (d) Any claim relating to or arising in connection with any employee benefit plan established or maintained by the Seller, or otherwise or relating to employment by the Seller prior to the Closing.