Indemnification Obligations of Purchaser. Purchaser, Serologicals and Chemicon shall, jointly and severally, indemnify and hold harmless Seller Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
(a) the Assumed Liabilities;
(b) any breach or inaccuracy of any representation or warranty made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document;
(c) any breach of any covenant, agreement or undertaking made by Purchaser, Chemicon or Serologicals in this Agreement or in any Purchaser Ancillary Document; or
(d) any fraud, willful misconduct or bad faith of Purchaser, Chemicon or Serologicals in connection with this Agreement or Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Seller Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Seller Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Seller Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.2 as to which Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses".
Indemnification Obligations of Purchaser. Notwithstanding the Closing, Purchaser covenants and agrees to indemnify, defend and hold the Company and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Seller Indemnitees”) harmless from and against all Damages sustained or incurred by any Seller Indemnitee arising from or related to:
(a) any inaccuracy in or breach of any of Purchaser’s representations and warranties in this Agreement;
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement; or
(c) any Assumed Liability.
Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless Seller and its subsidiaries and affiliates, each of their respective officers, directors, employees, agents and representatives and each of 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 other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
(a) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Seller Indemnified Party that relate to Purchaser or the Business to the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of Purchaser or any affiliate, officer, director, employee, agent, representative or subcontractor of Purchaser;
(b) Any breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to Seller in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Purchaser Ancillary Documents"); or
(c) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Purchaser in this Agreement or the Purchaser Ancillary Documents.
Indemnification Obligations of Purchaser. Purchaser will indemnify and hold harmless the Sellers, and their respective heirs, successors and permitted assigns (collectively, the "Seller Indemnified Parties") from, against and in respect of any and all claims, liabilities (whether accrued, absolute or contingent, asserted or unasserted), obligations, losses (including diminution of value), costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
8.2.1 any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or any Purchaser Ancillary Document;
8.2.2 any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement, any Exhibit or any Purchaser Ancillary Document;
8.2.3 any fraud, willful misconduct or bad faith by Purchaser in connection with this Agreement or Exhibit hereto or any Purchaser Ancillary Document. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Seller Indemnified Parties described in this Section 8.2 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses" and, collectively with Purchaser Losses, the "Losses."
Indemnification Obligations of Purchaser. Purchaser shall ------------------------------------------- indemnify and hold harmless the Seller and their heirs, executors, successors and assigns (the "Seller Indemnified Parties") from, against and in respect of -------------------------- any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
(a) any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any document or agreement executed and delivered by Purchaser in connection with the transactions contemplated by this Agreement, whether such representation and warranty is made as of the date hereof or as of the Closing Date; or
(b) any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement or in any document or agreement executed and delivered by Purchaser in connection with the transactions contemplated by this Agreement; or
(c) any events or circumstances occurring or existing with respect to the ownership, operation and maintenance of CTSI, the CTSI Business and its assets on or after the Closing Date; or
(d) any incremental additional Taxes or Tax liability imposed on Seller arising as a direct result from the Section 338(h)(10) Election Purchaser will make pursuant to Section 6,03, as compared with the proforma Tax liability that would have been incurred by Seller if the Section 338(h)(10) Election were not made, provided that the Purchase Price is allocated according to Purchaser's allocation schedule in accordance with Section 6.03(d)(iii). The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Seller Indemnified Parties described in this Section 10.02 as to which the Seller Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses". --------------
Indemnification Obligations of Purchaser. In accordance with and subject to the provisions of this Article VIII, Purchaser shall indemnify Seller and each of its Affiliates and their respective Representatives against all Losses sustained or incurred, directly arising out of, relating to or in respect of any Third Party Claims in connection with (a) any breach of any of the representations or warranties of Purchaser contained in this Agreement or in any certificate delivered by Purchaser to Seller pursuant to the terms of this Agreement or (b) any breach of any of the covenants or obligations of Purchaser contained in this Agreement.
Indemnification Obligations of Purchaser. Purchaser shall defend, indemnify, save and keep harmless each Seller and its affiliates (including the Company) and their respective officers, directors, shareholders, successors and permitted assigns (all such Persons are collectively referred to herein as the “Seller Indemnitees”) against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of: (a) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement; (b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement; and (c) any actions or omission taken by the Purchaser after the First Closing not in the control of the Sellers, including, without limitation, related to the issuance of additional units of the Company or Rhino GP or to indebtedness of the Company that is not repaid at or prior to the Second Closing (including, without limitation resulting from any default under the Credit Agreement resulting from consummation of the transactions contemplated by this Agreement).
Indemnification Obligations of Purchaser. Purchaser will indemnify and hold harmless Seller Indemnified Parties from, against and in respect of any and all Damages to the extent arising out of or relating to:
11.2.1 any breach of the representations and warranties made by Purchaser in Section 5.1 (Organization), Section 5.2 (Authorization) and Section 5.4 (Legal Proceedings);
11.2.2 any breach of any covenant, agreement or undertaking made by Purchaser in this Agreement or in any Purchaser Ancillary Documents, if Purchaser fails to cure the breach within a reasonable period of time (not to exceed thirty (30) days) following receipt of written notice of the breach from Seller;
11.2.3 any fraud or willful misconduct of Purchaser in connection with this Agreement or any Purchaser Ancillary Documents;
11.2.4 any Transferred Assets (but excluding any Excluded Liabilities relating thereto) or Assumed Liabilities;
11.2.5 the operation of the Business by Purchaser after the Closing Date; or
11.2.6 any of Purchaser’s obligations under any of the Seller Subcontracting Agreements.
Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall hold harmless and indemnify each of the Seller Indemnified Parties from and against, and shall compensate and reimburse each of the Seller Indemnified Parties for, any Damages which are suffered or incurred by any of the Seller Indemnified Parties or to which any of the Seller Indemnified Parties may otherwise become subject (regardless of whether or not such Damages relate to any third‑party claim) and which arise from or as a result of, or are connected with:
(a) any inaccuracy in or breach of any representation or warranty of Purchaser as of the date of this Agreement (without giving effect to any materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty);
(b) any inaccuracy in or breach of any representation or warranty of Purchaser as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time) (without giving effect to any materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty);
(c) any breach of any covenant or obligation of Purchaser in this Agreement;
(d) any claim instituted or asserted by the Landlord or any successor thereto arising out of, related to or in connection with the operation or ownership of the Business or the Purchased Assets by Purchaser or any of its Affiliates at the Premises following the Closing, including any claim arising out of, related to or in connection with (i) the use, generation or disposal of any Hazardous Substances by Purchaser or any of its Affiliates following the Closing, whether related to a violation of Applicable Law, under the Lease or otherwise, including any obligations in respect of the clean up or remediation of any Hazardous Substances used, generated or disposed by Purchaser or any of its Affiliates at the Premises following the Closing, or (ii) any obligation to restore the Premises from any condition or to remove any Alterations (as defined in the Lease), in each case, created or made by Purchaser or any of its Affiliates following the Closing, whether under Paragraph 11(a) or 13(h) of the Lease or otherwise, including the Alterations and restoration work described in Section 1 of Exhibit A of the Assumption of Lease; and
(e) the Assum...
Indemnification Obligations of Purchaser. Purchaser shall indemnify and hold harmless the Seller Indemnitees from, against, for and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by a Seller Indemnitee by reason of, resulting from, based upon or arising out of any of the following:
(a) the breach or inaccuracy of any representation or warranty of Purchaser contained in or made pursuant to this Agreement;
(b) the breach or nonperformance of any covenant or agreement of Purchaser contained in this Agreement;
(c) Fraud by Purchaser or any of its Affiliates in connection with this Agreement and the Transaction; and
(d) all claims, actions, suits, Proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing.
