Indemnification Obligations of Buyer. Buyer shall indemnify and hold harmless each of the Seller Indemnified Parties from, against and in respect of any and all Losses arising out of:
(a) any breach of any representation or warranty made by Buyer in Article V; and
(b) any breach of any covenant, agreement or undertaking made by Buyer in this Agreement. The Losses of the Seller Indemnified Parties described in this Section 9.3 and the Losses of the Seller Indemnified Parties described in Section 9.4 hereof as to which the Seller Indemnified Parties are entitled to indemnification are collectively referred to as “Seller Losses.”
Indemnification Obligations of Buyer. (a) From and after the Closing, subject to the terms of this Article IX, Buyer shall indemnify and hold harmless Seller and its Affiliates (other than the Partnership) and their respective directors, officers, employees, stockholders, partners, members, agents, attorneys, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against Losses incurred by any Seller Indemnified Party by reason of (i) any breach of any of the representations or warranties (in each case, when made) of Buyer in Article V and (ii) any breach in any material respect of any of the covenants or agreements of Buyer in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date.
(b) The obligation of Buyer to indemnify any Seller Indemnified Party for Losses is subject to the following limitations: (i) no Seller Indemnified Parties shall be entitled to make a claim against Buyer for indemnification under Section 9.3(a)(i) (“Seller Claim”) unless and until the aggregate amount of Losses incurred by the Seller Indemnified Parties with respect to an event or occurrence and all other events or occurrences caused by the same circumstances constitutes a Base Claim; (ii) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 9.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of Seller Claims constituting Base Claims exceeds the Basket, and then the Seller Indemnified Parties shall be entitled to indemnification for only the amount in excess of the Basket; and (iii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 9.3(a)(i) of this Agreement exceed the Ceiling.
Indemnification Obligations of Buyer. From and after the Closing, subject to the limitations set forth herein, the Buyer shall indemnify the Seller and its respective Affiliates, employees, agents, partners, representatives, successors and permitted assigns (“Company Indemnified Parties”) and hold them harmless from and against any Losses which the Company Indemnified Parties may suffer or become subject to as a result of, or which arise out of, relate to, or are caused by:
(i) any inaccuracy in or breach of any representation or warranty set forth in ARTICLE IV or in any certificate delivered by the Buyer pursuant to this Agreement; or
(ii) any breach of any covenant or agreement of the Buyer set forth in this Agreement.
Indemnification Obligations of Buyer. From and after the Closing and subject to the limitations set forth in this Article XI, Buyer shall indemnify and hold harmless Seller and its Affiliates and their respective directors, officers, managers, partners, employees, representatives and agents (each, a “Seller Indemnified Party”) at all times after the Closing Date against and in respect of all Losses suffered or incurred, without duplication, by any Seller Indemnified Party resulting from, arising out of or in connection with:
(a) any inaccuracy in or breach of any representation or warranty made by Buyer in Article VII hereof as of the date of this Agreement or as of the Closing as if such representation or warranty were made as of the Closing (except for such representations or warranties expressly made as of an earlier date, in which case, as of such earlier date);
(b) any breach, noncompliance or non-performance of any agreement, obligation or covenant made by (i) the Company, which by its terms contemplates performance at a time following the Closing, or (ii) Buyer in this Agreement;
(c) any Liabilities arising out of or related to the use or operation of any real property for the business of the Company at or after the Closing, the operation of the business of the Company at or after the Closing (including any accounts payable incurred at or after the Closing) or any of the Products manufactured at or after the Closing (excluding any Products sold to Seller or any of its Affiliates, subject to any other indemnification agreements entered into in connection therewith);
(d) any Liabilities of Buyer or its Affiliates to contribute to, make payments with respect to, provide benefits under, pay Taxes, penalties or other Liabilities to the extent related to or otherwise with respect to any Assumed Benefit Plan, in each case incurred or accruing at or after the Closing;
(e) any Liabilities relating to Transferred Employees arising at or after the Closing (other than any Seller’s Transaction Expense); and
(f) any Liabilities to the extent arising from (i) a Release of Hazardous Substances at, on, in, under or from the Owned Real Property, the Leased Real Property, or any real property owned, leased or operated by or for or relating to the Business after the Closing, occurring at or after the Closing, except for any such Release arising from the presence of Hazardous Substances in the air, soil, sediment, rock, ground surface, subsurface strata, water or groundwater at, on, in, under or from the ...
Indemnification Obligations of Buyer. After the Closing, Buyer shall indemnify each Seller and its Affiliates (other than the Company and its Subsidiaries) (collectively, “Seller Indemnified Parties”) and hold them harmless against any Losses which Seller Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
(i) any facts or circumstances which constitute a breach of any representation or warranty of Buyer under this Agreement or in any of the certificates or other instruments or documents furnished by Buyer pursuant to this Agreement; provided, that for purposes of this ARTICLE VII, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect; or
(ii) any nonfulfillment or breach of any covenant, agreement or other provision by Buyer under this Agreement. If and to the extent any provision of this Section 7.2 is unenforceable for any reason, Buyer hereby agrees to make the maximum contribution to the payment and satisfaction of the Loss for which indemnification is provided for in this Section 7.2 which is permissible under applicable Laws.
Indemnification Obligations of Buyer. From and after the Closing, the Buyer shall indemnify, defend and hold harmless the Company Seller Indemnified Parties from, against and in respect of any and all Losses based upon, asserted against, arising out of or relating to:
(i) any breach or inaccuracy of any representation or warranty of the Buyer contained in this Agreement or any Transaction Document;
(ii) any breach, non-performance or non-compliance of any post-Closing covenant or agreement of the Buyer and/or the Company contained in this Agreement or any Transaction Document; and
(iii) any Fraud by the Buyer.
Indemnification Obligations of Buyer. If the Closing shall occur, Buyer, subject to the limitations set forth in this Article VIII, will indemnify Parent and its Affiliates and their respective directors, officers and employees of the foregoing Persons (collectively, the “Seller Indemnitees”), on a Net After-Tax Basis, against and in respect of any and all Losses which may be incurred by Seller Indemnitees based upon, resulting from or arising out of:
(a) any inaccuracy or breach of any representation or warranty made by Buyer in Article III of this Agreement as if made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which shall be made for this purpose on and as of such date or time);
(b) any breach by Buyer of or failure by Buyer to perform any of its covenants or agreements contained in this Agreement; and
(c) any claims for the granting by RSGG of collateral under Section 303 of the AktG.
Indemnification Obligations of Buyer. From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (the “Seller Indemnified Parties”) from and against any and all Damages incurred by a Seller Indemnified Party arising out of, or resulting from (a) any breach of any covenant or agreement of Buyer herein, (b) the breach of any representation or warranty made by Buyer in this Agreement, (c) the failure of Buyer to assume, pay, perform and discharge any Assumed Liabilities and (d) the enforcement by the Seller Indemnified Parties of their rights under this Section 10.3.
Indemnification Obligations of Buyer. Buyer will indemnify and hold harmless Seller, its Affiliates and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages actually incurred by a Seller Indemnified Party following the Closing Date (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (the “Seller Losses”) arising out of or relating to:
(a) any breach or inaccuracy of any representations or warranties in Article V of this Agreement; or
(b) any breach of any covenant, agreement or undertaking made by Buyer in this Agreement.
Indemnification Obligations of Buyer. Subject to Section 15.4, Buyer shall indemnify and hold harmless Seller and its Affiliates and each of their respective Representatives from and against any claim, liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys' fees, charges and disbursements) made against such indemnified party by third parties arising out of, or resulting from or in any way related to the breach of or failure to perform or satisfy any of the representations, warranties or covenants made by Buyer in this Agreement or the Master Agreement.
