Indemnification Obligations of Seller. Subject to the limitations set forth in this Article IX, Seller shall defend and hold harmless Buyer and its 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 "Buyer 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) 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: (i) the Indemnified Claims (as hereinafter defined); (ii) the Orlando North VOH Plume (as hereinafter defined); (iii) the Environmental Claims (excluding the Orlando North VOH Plume) and any other claim or enforcement action of any governmental authority or any third party (other than the Orlando North VOH Plume) and any remediation activities of Buyer, in each case to the extent arising out of the generation, discharge, release, treatment, transportation, storage or disposal by the Company of any Hazardous Materials at any time prior to the Closing (collectively, "Environmental Liabilities") to the extent not constituting a Prior Operations Liability (as defined below), (iv) any Environmental Liability arising with respect to real property that was previously owned or leased by the Company but is no longer owned or leased by the Company as of the Closing Date (a "Prior Operations Liability"); and (v) any accounts receivable of the Company reflected in the Closing Date Working Capital that Buyer is unable to collect within 90 days following the Closing Date; provided, (A) Buyer has used its reasonable best efforts to collect such receivable, (B) in the event Buyer seeks indemnity under this Section 9.1(iv), Buyer shall assign such receivable and all proceeds thereof to Seller and (C) the indemnification to which Buyer is entitled will be limited to the face amount of any uncollected receivables. For purposes of this Agreement, the "Indemnified Claims" shall mean those Litigation Claims marked with an asterisk on Schedule 3.12 and any claim of the type described below brought against the Company (or Buyer as the successor to the Company) after the date hereof to the extent based on an occurrence in connection with the Company's operations prior to the Closing Date: workers' compen...
Indemnification Obligations of Seller. Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns 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 Seller in this Agreement or in any closing document delivered to Purchaser in connection with this Agreement;
(b) any breach by Seller of, or failure by Seller to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article VIII);
(c) the failure to discharge when due (whether before or after Closing) any liability or obligation of Seller other than the Assumed Liabilities, or any claim against Purchaser or the Purchased Assets with respect to any such liability or obligation or alleged liability or obligation;
(d) any claims by parties other than Purchaser to the extent caused by acts or omissions of Seller on or prior to the Closing Date, including, without limitation, claims for Damages which arise or arose out of Seller's operation of the Business or by virtue of Seller's ownership of the Purchased Assets on or prior to the Closing Date;
(e) any employee pension benefit plan (as defined by Section 3(2) of ERISA) or any employee welfare benefit plan (as defined in Section 3(1) of ERISA) which Seller or an ERISA Affiliate has at any time maintained or administered or to which Seller or any ERISA Affiliate has at any time contributed (including, without limitation, any liability for health continuation requirements under Code Section 4980B or Part 6 of Subtitle B of Title I of ERISA and any liability arising pursuant to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any multi-employer plan, or any lien to enforce any Title IV liability);
(f) any benefits accrued pursuant to any employee retirement plan, employee welfare plan or employee benefit plan at or prior to the Closing Date other than benefits payable under insurance policies constituting Purchased Assets;
(g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or
(h) failure to deliver to Purchaser the quality of title required under this Agreement.
Indemnification Obligations of Seller. From and after the Closing, Seller shall indemnify and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser 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 Excluded Liability or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code;
(b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller;
(c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); or
(d) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement or the Seller Ancillary Documents.
Indemnification Obligations of Seller. Subject to the provisions of this Article IX, from and after the Closing, Seller shall indemnify and hold harmless, and shall compensate and reimburse, each of the Buyer Indemnified Parties from, against and in respect of any and all Losses which are directly or indirectly suffered or incurred by them at any time, or to which any of the Buyer Indemnified Parties may otherwise directly or indirectly become subject at any time (regardless of whether or not such Losses relate to any third party claim) and which arise directly or indirectly from or as a result of, or are directly or indirectly connected with:
(a) any breach of any representation or warranty made by the Company or Seller in Article III or Article IV (without giving effect to any materiality, Material Adverse Effect or similar qualifications limiting the scope of such representation or warranty, other than with respect to Section 3.6(a)(ii) and Section 3.8(b), in which case such language shall be given effect);
(b) any breach of any covenant, agreement or undertaking made by the Company (to the extent performed or to be performed by the Company prior to the Closing) or Seller in this Agreement;
(c) violations of the Plea Agreement or any judgments (including the Court Judgment) entered or amendments made thereto, occurring prior to the Closing;
(d) any claim or right asserted or held by any person who is or at any time was an officer, director, employee or agent of any Group Company (against Seller, any Group Company or any Affiliate of Seller or against any other Person) involving a right or entitlement or an alleged right or entitlement to employment, indemnification, reimbursement of expenses or any other relief or remedy (under the Certificate of Incorporation (or other similar governing document) of any Group Company, under any indemnification agreement or similar Contract, under any Law or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing Date;
(e) any Fraud;
(f) any Company Indebtedness or Seller Transaction Expenses in excess of the respective amounts, if any, paid on the Closing Date pursuant to Section 2.3 or otherwise set forth on the Final Working Capital Statement;
(g) the Seller Litigation, but only with respect to Losses incurred in respect thereof after the date hereof;
(h) the presence prior to the Closing Date of any Hazardous Substances at concentrations in exc...
Indemnification Obligations of Seller. Subject to the provisions of Section 6.4, from and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, Buyer’s Affiliates, the Company, each of their respective Representatives and each of the successors and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Damages incurred by Buyer Indemnified Parties arising directly or indirectly out of or relating to any of the following, regardless of whether the claim arises under contract, breach of warranty, tort or other legal theory:
(a) any breach or inaccuracy of any representation or warranty made by Seller contained in this Agreement or in any other Transaction Document as of the Closing;
(b) any breach of any covenant, agreement or undertaking made by Seller in this Agreement or in any other Transaction Document;
(c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments that remain unpaid after the Closing and which are based upon any agreement or understanding alleged to have been made by such Person (or any Person acting on its behalf) with the Company or Seller in connection with the Contemplated Transactions;
(d) any claim by a Person (other than a stockholder listed on Schedule 3.9) that such Person owns or has any rights in or to any Equity Interest in the Company; and
(e) any Taxes of the Company allocable to any period occurring on or before the Closing Date.
Indemnification Obligations of Seller. Notwithstanding anything contained herein to the contrary, at and after such time that GEC or an Affiliate thereof has sold Seller to a third party, whether by stock purchase, merger, sale of substantially all of its assets or similar business combination transaction, Seller shall not have any indemnification obligation hereunder to the Purchaser Indemnified Parties (except in the event of any breach by Seller or its Affiliates or Subsidiaries of Section 6.13 or Section 6.14, in which case Seller will have indemnification obligations to the Purchaser Indemnified Parties in accordance with the terms set forth herein with respect to such breaches)
Indemnification Obligations of Seller. Seller shall indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by Purchaser resulting from or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Seller in this Agreement; and
(b) any breach by Seller of, or failure by Seller to comply with, any of its respective covenants or obligations under this Agreement (including, without limitation, its respective obligations under this Article VI).
Indemnification Obligations of Seller. Each Seller shall jointly and severally defend, indemnify and hold harmless Purchaser 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 “Purchaser Indemnitees”) against and from all liabilities, demands, claims, regulatory, legislative or judicial proceedings or investigations, assessments, taxes, levies, losses, fines, penalties, damages, costs, interest, deficiencies and expenses, including, without limitation, reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses, sustained or incurred in connection with the defense, investigation, adjudication, settlement or other resolution of any claim (“Damages”) sustained or incurred by any of the Purchaser Indemnitees resulting from or arising out of or by virtue of: (a) any inaccuracy in or breach of any representation and warranty made by such Seller in this Agreement; and (b) any breach by such Seller or failure by such Seller to comply with any of the covenants or obligations of such Seller under this Agreement.
Indemnification Obligations of Seller. Subject to the provisions of Sections 10.4 and 10.8, Seller shall indemnify, save and keep harmless Purchaser, its Affiliates, directors, officers, employees, agents, and its successors and permitted assigns and National Century Financial Enterprises, Inc. ("NCFE") or its Affiliates ("Purchaser 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 Seller in this Agreement or in any closing document delivered to Purchaser in connection with this Agreement;
(b) any breach by Seller of, or failure by Seller to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article X); and
(c) the failure to discharge when due any liability or obligation (including without limitation any Excluded Liability) of Seller other than the Assumed Liabilities.
Indemnification Obligations of Seller. (a) In accordance with and subject to the provisions of this Article VIII, Seller shall indemnify Purchaser 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 claims made or asserted by a third party (each, a “Third Party Claim”) in connection with (i) any breach of any of the representations or warranties of Seller contained in this Agreement or in any certificate delivered by Seller to Purchaser pursuant to the terms of this Agreement, or (ii) any breach of any of the covenants or obligations of Seller contained in this Agreement. For the avoidance of doubt, with respect to a “Third Party Claim,” the Parties and their respective Affiliates shall not be deemed to be third parties.
(b) Seller shall have no contribution, indemnity or similar right against the Company with respect to any claim by Purchaser for indemnification pursuant to this Article VIII.
