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 Shareholder Indemnified Parties") 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, including statutory and common) and damages whenever arising or incurred (of the Shareholder Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation and investigation, reasonable attorneys' ’ fees and expensesexpenses and (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Shareholder 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 Shareholder Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding described in this Section 10.2 as to which Shareholder Indemnified Parties are entitled (the “Shareholder Losses”), other than De Minimis Losses: (a) arising out of or relating to: (a) Any and all actions, suits, claims, to any breach 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 inaccuracy of any action representation or inaction after the Closing Date of warranty made by Purchaser in this Agreement or in any affiliate, officer, director, employee, agent, representative or subcontractor of PurchaserPurchaser Ancillary Document; (b) Any arising out of or relating to 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; (c) Any arising out of or relating to any fraud, willful misconduct, misconduct or bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Purchaser in connection with this Agreement or the Purchaser Ancillary Documents; or (d) arising and resulting solely from any action, inaction, or event related to the operation of the Companies by the Purchaser and first occurring after the Closing Date, including without limitation any discontinuation of any products, product lines or services provided by the Companies prior to the Closing Date or reductions in employee levels first occurring after the Closing Date.

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 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."