Indemnification Obligation of Buyer. From and after the Closing and subject to the other provisions of this Article VII, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, agents and employees (each a "Seller Indemnitee" and collectively the "Seller Indemnitees") from and against all Losses incurred or suffered by any Seller Indemnitee relating to, resulting from or arising out of (a) any inaccuracy in any of the representations or warranties made by Buyer in Section 4.2 of this Agreement, (b) a breach by Buyer of any covenant of Buyer contained in this Agreement, which covenant requires performance by Buyer at or after the Closing, (c) any of the Assumed Liabilities, (d) items payable under Section 10.9 of this Agreement and (e) infringement or misappropriation of Third Party Intellectual Property.
Indemnification Obligation of Buyer. Except to the extent the Seller has agreed to be liable to a Buyer Indemnified Party, the Buyer will indemnify and hold harmless the Seller, and its officers, directors, and shareholders, (each such person is referred to herein as a “Buyer Indemnified Party”) against and in respect of:
(a) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations, against any Buyer Indemnified Party that relate to the Buyer, the Mine or the Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring after the Closing Date;
(b) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any Buyer Indemnified Party because of or that result from, relate to or arise out of the material untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of the Buyer contained in this Agreement or (ii) contained in any certificate, schedule, statement, document or instrument furnished to the Buyer Indemnified Party by or on behalf of the Buyer at the Closing; and
(c) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 10.2 to the extent the Buyer Indemnified Party prevails in such action. The Buyer Indemnified Party shall promptly notify the Buyer of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give the Buyer reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by the Buyer Indemnified Party; provided that the Buyer Indemnified Party shall also at all times have the right fully to participate in such defense at its own expense. If the Buyer shall fail, within a reasonable time after such notice, to defend such claim or litigation, the Buyer Indemnified Party, or any successor to the business and assets of the Buyer, shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation.
Indemnification Obligation of Buyer. Buyer hereby agrees to defend, indemnify and hold harmless Seller from, against and in respect of any Loss as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby.
Indemnification Obligation of Buyer. Buyer hereby agrees to defend, indemnify and hold harmless Seller from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Seller (a "Loss"):
(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or
(b) as a result of, arising from or in connection with the Assumed Obligations.
Indemnification Obligation of Buyer. Buyer will indemnify Sellers and their respective affiliates, stockholders, officers, managers, directors, employees, agents, representatives and successors and assigns (collectively, the "Seller Indemnitees") in respect of, and save and hold each Seller Indemnitee harmless against any Losses which such Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
(a) any facts or circumstances which constitute a misrepresentation or breach of by Buyer set forth in this Agreement or any certificate delivered by Buyer pursuant to this Agreement (provided that Buyer is given written notice of such Loss during the applicable survival period specified in Section 10.1 above); or
(b) any nonfulfillment or breach of any covenant or agreement of the Buyer set forth in this Agreement.
Indemnification Obligation of Buyer. Subject to the provisions of this Article 12 (including Section 12.2), from and after the Closing Date, Buyer agrees to indemnify and hold harmless Seller and its officers, directors, employees, partners, members, agents, representatives and contractors (collectively, “Seller Group”) from and against any and all Losses (other than the Excluded Assets and Excluded Liabilities which are retained by Seller) incurred by Seller Group which result from, relate to or arise out of the following:
(i) any material breach or inaccuracy of any representation or warranty (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) of Buyer contained in Article 5 of this Purchase Agreement;
(ii) any material breach by Buyer of any covenant or other obligation of Buyer contained in this Purchase Agreement; or
(iii) the Assumed Obligations.
Indemnification Obligation of Buyer. Subject to the provisions of this ARTICLE VIII (including Section 8.2), from and after the Closing Date, Buyer agrees to indemnify and hold harmless Seller and its Affiliates (excluding the Buyer Group) and its and their respective officers, directors (or equivalents), employees, contractors, agents and Representatives (collectively, the “Seller Group”), from and against any and all Losses incurred by the Seller Group which result from, relate to or arise out of the following:
(i) any inaccuracy in any representation or warranty of Buyer contained in ARTICLE V;
(ii) any material breach by Buyer of any covenant or other obligation of Buyer contained in this Agreement; or
(iii) any of the liabilities or other obligations of Buyer that result from, relate to or arise out of or under the Purchase Agreements or the R&W Policy with respect to the Tri-States Purchase Agreement and the Destin Purchase Agreement, except to the extent resulting from actions of Buyer under the Purchase Agreements (other than any such actions taken at the request or with the consent of Seller).
Indemnification Obligation of Buyer. Subject to the provisions of this Article 11 (including Section 11.2), from and after the Effective Time, Buyer agrees to indemnify, defend and hold harmless Sellers and the other members of the Seller Parties and its and their officers, directors (or equivalents), employees, contractors, agents and any other Representatives (collectively, “Seller Group”) from and against any and all Losses (including Environmental Losses) incurred by Seller Group which result from, relate to or arise out of the following:
(i) any inaccuracy of any representation or warranty of Buyer contained in Article 5 of this Purchase Agreement (A) when made as of the Signing Date or (B) as of the Closing Date as though such representation or warranty were made as of the Closing Date;
(ii) any breach by Buyer of any covenant or other obligation of Buyer contained in this Purchase Agreement (including any Taxes for which Buyer is liable under Article 7); or
Indemnification Obligation of Buyer. Buyer shall indemnify and hold harmless Elite, the Company and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (the “Elite Indemnitees”) against and in respect of any and all Losses incurred or sustained by the Elite Indemnitees as a result of any breach or inaccuracy of any of the representations, warranties or covenants of Buyer contained in this Agreement. The maximum aggregate liability of the Buyer to the Elite Indemnitees with respect to Losses pursuant to this Section 10.3 shall not exceed $1,000,000; provided, however, the Elite Indemnitees shall not be entitled to indemnification pursuant to this Section 10.3 unless and until the aggregate amount of Losses to the Elite Indemnitees equals at least the Basket, at which time, subject to the aggregate liability noted above and Section 10.4, the Elite Indemnitees shall be entitled to indemnification for the total amount of such Losses without regard to the Basket.
Indemnification Obligation of Buyer. 49 Section 10.4
