Common use of Indemnification Obligations of Purchaser Clause in Contracts

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. 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 of 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 PurchaserAssumed Liabilities; (b) Any any breach or inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any Purchaser Ancillary Documents; (c) 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"); orDocument; (cd) Any any fraud, willful misconduct, misconduct or bad faith of Purchaser in connection with, or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Purchaser Purchaser, in this Agreement or the Purchaser Ancillary Documents; or (e) Purchaser's operation of Seller's business or use of the Assets from and after the Closing Date, except to the extent any Seller Loss arising therefrom (i) is an Excluded Liability or (ii) results from facts or circumstances for which the Purchaser Indemnified Parties are entitled to indemnification from Seller under Section 9.1.

Indemnification Obligations of Purchaser. From and after the Closingdate hereof, Purchaser shall indemnify and hold harmless Seller and its subsidiaries and affiliatessubsidiaries, each of their respective Affiliates, 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 PurchaserThe Assumed Liabilities; (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, or in the "Purchaser Ancillary Documents")performance of its obligations hereunder; 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 in the performance of its obligations hereunder. Notwithstanding the foregoing, the maximum liability of Purchaser Ancillary Documentsin respect of which the Seller Indemnified Parties shall be entitled to indemnification pursuant to this Section 6.2 shall not exceed the Purchase Price. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Seller Indemnified Parties described in this Section 6.2 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses."

Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless Seller the Sellers and its subsidiaries and affiliates, each of their respective officers, directors, partners, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Norfolk 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 the Assumed Obligations; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings Proceedings or investigations against any Seller Norfolk Indemnified Party that relate to the Purchaser or the Port 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 the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; ; (bc) Any 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 the Sellers in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Purchaser Ancillary Documents"); or or (cd) Any 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. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Norfolk Indemnified Parties described in this Section 8.2 as to which the Norfolk Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Norfolk Losses."

Indemnification Obligations of Purchaser. From Subject to the limitations ---------------------------------------- set forth in Sections 10.4 and 10.5 below, 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 (collectively, the "Seller Losses") 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: (aA) Any Assumed Obligation or any and all other liabilities of Purchaser of any nature whatsoever, except for Excluded Liabilities; (B) Any and all actions, suits, claims, or legal, administrative, arbitrationarbitration (other than arbitrations pursuant to Section 11.16 of this Agreement), 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 subsequent to the Closing Date or which result from or arise out of any action or inaction after subsequent to the Closing Date of Purchaser or any affiliate, officer, director, employee, agent, representative or subcontractor of Purchaser;; or (bC) Any fraud, willful misconduct, bad faith or any breach (intentional or otherwise) 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 DocumentsAgreement.

Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless the 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 the Assumed Obligations; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings Proceedings or investigations against any Seller Indemnified Party that relate to the 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 the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; ; (bc) Any 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 the Seller in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Purchaser Ancillary Documents"); or or (cd) Any 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. 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."