Indemnification Coverage. (a) From and after the Closing, the Selling Parties shall indemnify and defend, save and hold Buyer and ENP GP and their Affiliates (other than the Partnership Entities) and each of their respective officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”) harmless if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys’, consultants’ and experts’ fees), claim or cause of action (each, a “Loss,” and collectively, “Losses”) arising out of, relating to or resulting from:
(i) any breach or inaccuracy in any representation or warranty by the Selling Parties contained in this Agreement or any certificates or other documents delivered by any Selling Party pursuant to this Agreement at the Closing; provided, that in determining whether any such representation or warranty has been breached or is inaccurate, such representation or warranty shall be construed as if Material Adverse Effect or materiality is not a qualification thereto and provided, further, that a Selling Parties Unknown Matter Breach of Sections 3.15, 3.16 or 3.18 will not result in any Buyer Indemnified Party suffering Losses for which it is entitled to indemnification, defense or being saved and held harmless pursuant to this Article IX;
(ii) any failure by the Selling Parties to perform or observe any term, provision, covenant, or agreement on the part of the Selling Parties to be performed or observed under this Agreement;
(iii) Selling Parties’ Taxes;
(iv) any broker or other Person claiming to be entitled to an investment banker’s, financial advisor’s, broker’s, finder’s or similar fee or commission in respect of the execution of this Agreement or the consummation of the transactions contemplated hereby, by reason of the claiming Person acting at the request of the Selling Parties or any of their Affiliates; and
(v) any Plan or Plan Liability.
(b) From and after the Closing, Buyer shall indemnify and defend, save and hold the Selling Parties and their Affiliates and their respective officers, directors, employees and agents (collectively, the “Seller Indemnified Parties”) harmless if any such Seller Indemnified Party shall suffer any Loss arising out of, relating to or resulting from:
(i) any breach or inaccuracy in any representation or warranty by Buyer contained in this Agreement or any certificates or other documents delivered by Buyer pursua...
Indemnification Coverage. To the fullest extent permitted by applicable law, Executive shall be entitled to indemnification following the Separation Date on the same terms as indemnification is provided by the Company to other employees, officers, and directors through the Company’s Directors and Officers insurance coverage and/or bylaws. Such indemnification shall remain effective after the Separation Date with respect to the actions or omissions of Executive on or before the Separation Date.
Indemnification Coverage. From and after the Closing, subject to the provisions set forth in this Article 16 and in Article 15 hereof, Purchaser and Sellers shall be indemnified as follows:
Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company and each of their officers, directors, employees, agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified Parties") harmless for any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following:
(i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing;
(ii) any failure by the Seller to perform or observe any term, provision, covenant, or agreement on the part of the Seller to be performed or observed under this Agreement; or
Indemnification Coverage. 34 Section 8.3 Procedures..................................................................36 Section 8.4 Remedy......................................................................37
Indemnification Coverage. For purposes of this Agreement, the right to indemnification shall extend to the parties hereto and their partners, venturers and affiliates, and each of their owners, directors, officers, employees, representa tives, contractors and agents. All indemnity obligations and liabilities assumed by the parties under the terms of this Agreement, including, without limitation, this Section 6, shall be without monetary limit, and without regard to the cause or causes thereof (including pre-existing conditions or defects), the negligence of any party or parties (whether the negligence be sole, joint or concurrent, active or passive), and the fault or responsibility of any party or parties under any other contract or any statute, rule or theory of law (including, but not limited to, strict liability).
Indemnification Coverage. For purposes of the indemnification ------------------------ obligations of Buyer and Seller hereunder, an indemnification of Buyer or Seller shall include each parties directors, officers, employees, agents, trustees, Affiliates, partners, successors and assigns.
Indemnification Coverage. (a) From and after the Closing, Seller shall indemnify and defend, save and hold Buyer, the Company, the LLC and their Affiliates and each of their officers, directors, employees and agents (collectively, the "BUYER INDEMNIFIED PARTIES") harmless if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "LOSS") arising out of, relating to or resulting from:
(i) any breach or inaccuracy in any representation by Seller or the breach of any warranty by Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; and
(ii) any failure by Seller to perform or observe any term, provision, covenant, or agreement on the part of Seller to be performed or observed under this Agreement.
Indemnification Coverage. 43 SECTION 8.3. Procedures............................................................................... 45 SECTION 8.4. Waiver of Consequential, Etc. Damages.................................................... 47 SECTION 8.5. Compliance with Express Negligence Rule.................................................. 47 SECTION 8.6. Liquidated Damages....................................................................... 47 SECTION 8.7. Remedy................................................................................... 47 SECTION 8.8. Tax Treatment of Indemnity Payments...................................................... 48 SECTION 8.9.
Indemnification Coverage. (a) From and after the Closing, Seller shall indemnify and defend, save and hold Buyer, the Company and their Affiliates and each of their officers, directors, employees and agents (collectively, the "BUYER INDEMNIFIED PARTIES") harmless if any such Buyer Indemnified Party shall suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "LOSS") arising out of, relating to or resulting from:
(i) any breach or inaccuracy in any representation by Seller or the breach of any warranty by Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing;
(ii) any failure by Seller to perform or observe any term, provision, covenant, or agreement on the part of Seller to be performed or observed under this Agreement;
(iii) any Loss for which the Company has joint and several liability with Parent or any Affiliate of Parent under Title IV of ERISA or the Code or to the PBGC with respect to termination of any employee pension benefit plan that is or was maintained or sponsored by Seller or any of its Affiliates (other than the Company)), and is subject to Title IV of ERISA but excluding any such liability covered under Section 4.10 hereof;
(iv) any claim arising out of a Person's exposure to asbestos containing material that originated from or that was used in any buildings or other facilities owned or leased by the Company on or prior to the Closing Date but only to the extent such exposure occurred on or prior to the Closing Date;
(v) actions, investigations, suits or proceedings set forth on Schedule 8.2(v);
(vi) matters or claims arising out of the operations of or the participation by the Company in the Retained Entities or the Company's ownership interest therein;
(vii) claims made under the contracts described in Schedule 8.2(vii); and
(viii) the enforcement of the provisions of this Section 8.2(a). For purposes of determining the amount of any Loss incurred under subsection (i) above (but not for purposes of determining whether or not a breach has occurred), each representation and warranty shall be read without giving effect to any materiality or Material Adverse Effect or similar exception or qualifier set forth therein.
(b) From and after the Closing, Buyer and the Company shall indemnify and defend, save and hold Seller and its Affiliates and its and their of...
