Common use of Indemnification Obligations of Seller Clause in Contracts

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. From Seller and after the ClosingMGT Parent agree to indemnify, Seller shall indemnify defend and hold harmless the Purchaser Viggle, DDGG and its subsidiaries and affiliates (including Purchaser, each of their respective officers and shareholders, officers, directors, employeesmanagers, agents representatives, agents, employees and representatives and each of the heirs, executors, successors and assigns of any of the foregoing Affiliates (collectively, the "Purchaser Indemnified Parties"“DDGG Indemnitees”) fromfrom and against any claim, against and in respect suit, action, liability, loss, damage, deficiency, fee, cost or expense 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 nature whatsoever (including, without limitation, amounts paid in settlementany interest, costs penalties, investigation expenses and fees through trial and appeals, and disbursements of investigation counsel and reasonable attorneys' fees and expensesaccountants (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation or relating to: (a) Any Excluded Liability warranty of Seller or MGT Parent which is contained in this Agreement, any other Transaction Agreement or any and all other liabilities and obligations exhibits or schedules hereto or thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller of or MGT Parent contained in this Agreement, any nature whatsoever, including but not limited to other Transaction Agreement or any exhibit or schedule hereto or thereto; (iii) any claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, by Transferred Employees for compensation or legal, administrative, arbitration, governmental benefits 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 matters under an Employee Plan accrued prior to the Closing Date or which result from or arise out and any claims of any action nature whatsoever (whether accruing before or inaction prior after Closing) by any Employee who is not hired by the Purchaser; (iv) any failure to comply with any “bulk sales,” “bulk transfer” or similar laws of any State, if applicable; (v) any and all obligations and liabilities that do not form part of the Assumed Liabilities; and (vi) any and all costs and expenses (including reasonable legal and accounting fees) incident to the Closing Date enforcement of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor the indemnification rights of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in the DDGG Indemnitees under 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 DocumentsSection 8.2.

Indemnification Obligations of Seller. From and after the Closing, Seller shall each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, 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. From and after If the ClosingClosing shall occur, Seller Seller, subject to the limitations set forth in this Article, shall indemnify and hold harmless the Purchaser Buyer and its subsidiaries and affiliates Affiliates (including Purchaser, the Transferred Companies) and each of their respective officers and officers, directors, employees, agents and representatives and each of the heirsstockholders, executorsagents, representatives, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from“Buyer Indemnitees”), on a Net After-Tax Basis against and in respect of any and all claimsLosses, liabilitieswhich may be incurred by Buyer Indemnitees arising from, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity relating to or at law) and damages whenever arising or incurred (including, without limitation, amounts paid otherwise in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating torespect of: (a) Any Excluded Liability or any and all other liabilities and obligations of Seller failure of any nature whatsoever, including but not limited representation or warranty made by Seller in Article II of this Agreement to claims under Article 6 (Bulk Transfers) be true and correct as of the New York Uniform Commercial CodeClosing Date; (b) Any and all actions, suits, claims, any breach by Seller of or legal, administrative, arbitration, governmental failure by Seller to perform any of its covenants 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 Selleragreements contained in this Agreement; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement Liabilities arising from or in connection with any certificatebusiness or activities other than the Business, agreementincluding the Wafer Reclaim Business, exhibit, schedule the Pigments Business and Additives Business or other writing delivered by Seller any Liability (including with respect to Purchaser Taxes) arising from or in connection with the matters contemplated hereby or pursuant to the provisions hereof Restructurings (collectively, the "Seller Ancillary Documents"“Retained Liabilities”); or; (d) Any fraudany Third Party Claims asserted against the Transferred Companies, willful misconduct, bad faith or any intentional breach action required under any Environmental Requirements, in each case as a result of any representationEnvironmental Condition in existence on the Closing Date; (e) any Third Party Claims asserted against the Transferred Companies under Environmental Requirements, warrantyor any action required under any Environmental Requirements, covenantin each case based upon, agreement resulting from or undertaking made arising out of any storage, transportation or release into the Environment (in each case, at sites other than the Real Property) of any Hazardous Substance generated by the Seller Transferred Companies prior to the Closing; (f) any Third Party Claims asserted against the Transferred Companies, or any action required under any applicable Environmental Requirements attributable to or as a result of any Legacy Site Environmental Matter, which are asserted against or required of the Transferred Companies as a result of their past ownership or leasing of the relevant site; (g) any Proceeding (including settlements thereof) asserted against the Transferred Companies arising out of the operation of the Business of the Transferred Companies prior to the Closing (excluding those described in paragraph (d) of this Agreement Section 8.2); (h) all Company Transaction Expenses; and (i) the Rockwood UK Plan by virtue of section 75 and 75A of the Pensions Axx 0000, the Occupational Pensions Scheme (Deficiency on Winding-Up etc.) Regulations 1996 or any legislation amending or replacing the Seller Ancillary Documentssame, except to the extent that such liability is reduced or extinguished by the payment of the amounts referred to in Section 4.22.

Indemnification Obligations of Seller. From and after the ClosingSeller agrees to indemnify, Seller shall indemnify defend and hold harmless the Purchaser RO and its subsidiaries and affiliates (including Purchasershareholders, each of their respective officers and officers, directors, employeesmanagers, agents representatives, agents, employees and representatives and each of the heirs, executors, successors and assigns of any of the foregoing Affiliates (collectively, the "Purchaser Indemnified Parties"“RO Indemnitees”) fromfrom and against any claim, against and in respect suit, action, liability, loss, damage, deficiency, fee, cost or expense 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 nature whatsoever (including, without limitation, amounts paid in settlementany interest, costs penalties, investigation expenses and fees through trial and appeals, and disbursements of investigation counsel and reasonable attorneys' fees accountants, but excluding incidental, consequential, special, or punitive and expensestreble damages) (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation or relating to: (a) Any Excluded Liability warranty of Seller which is contained in this Agreement, any other Transaction Agreement or any and all other liabilities and obligations exhibits or schedules hereto or thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller of contained in this Agreement, any nature whatsoever, including but not limited to other Transaction Agreement or any exhibit or schedule hereto or thereto; (iii) any claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, by Transferred Employees for compensation or legal, administrative, arbitration, governmental benefits 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 matters under an Employee Plan accrued prior to the Closing Date or which result from or arise out and any claims of any action nature whatsoever (whether accruing before or inaction prior after Closing) by any Employee who is not hired by the Purchaser; (iv) any failure to comply with any “bulk sales,” “bulk transfer” or similar laws of any State, if applicable; (v) any and all obligations and liabilities that do not form part of the Assumed Liabilities; and (vi) any and all costs and expenses (including reasonable legal and accounting fees) incident to the Closing Date enforcement of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor the indemnification rights of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in the RO Indemnitees under 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 DocumentsSection 8.2.

Indemnification Obligations of Seller. From and after After the Closing, Parent and Seller shall indemnify Buyer, HOST and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and Affiliates, shareholders, partners, officers, directors, employees, agents and representatives and each of the heirsagents, executorsRepresentatives, successors and permitted assigns (other than Seller) (collectively, “Buyer Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse Buyer Indemnified Parties as and when incurred for any loss, liability, action, cause of action, cost, damage, Tax or expense (exclusive of any special, incidental, punitive or consequential damages), whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’, consultants’ and experts’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing and after deducting all insurance proceeds in connection with any of the foregoing) (collectively, the "Purchaser “Losses”, and each a “Loss”), which any Buyer Indemnified Parties") fromParty may suffer, against and sustain or become subject to, as a result of, in respect of any and all claimsconnection with, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity relating or at law) and damages whenever arising incidental to or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating toby virtue of: (aA) Any Excluded Liability any facts or any and all other liabilities and obligations of Seller circumstances which constitute a breach of any nature whatsoeverrepresentation or warranty of Parent or Seller under this Agreement, including but or in any certificate furnished by Parent or Seller pursuant to this Agreement; provided, that for purposes of this §8, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Codebe given effect; (bB) Any and all actionsany nonfulfillment or breach of any covenant, suits, claims, or legal, administrative, arbitration, governmental agreement or other proceedings or investigations against provision by Seller under this Agreement; (C) any Purchaser Indemnified Party that relate to Seller, Indebtedness of HOST as of the Assets or the Business Closing Date to the extent that such Indebtedness has not been taken into account in the principal event giving rise thereto occurred calculation of the Final Purchase Price pursuant to §2(g); (D) (i) any Pre-Closing Taxes, other than, to the extent necessary to avoid a double benefit to Buyer, accrued but unpaid non-income Taxes for the current period not yet due and payable in the amount taken into account in connection with the calculation of Final Net Working Capital, and (ii) for the avoidance doubt, any Taxes of Parent and its Subsidiaries (other than HOST and its Subsidiaries) for all taxable periods; (E) any Stockholder Suit; (F) the failure of HOST or its Subsidiaries to comply, on or prior to the Closing Date Date, with the Fair Labor Standards Act or which result from any similar applicable state or arise out local Law (“Wage Claims”); (G) the New York Leases; (H) the J. Host Employment Agreement and the Xxxxxx Employment Agreement; and (I) the business of any action or inaction Parent and its Subsidiaries (excluding HOST and its Subsidiaries) prior to the Closing Date Closing. If and to the extent any provision of this §8(b) is unenforceable for any reason, each of Parent and Seller hereby agrees to make the maximum contribution to the payment and satisfaction of the Loss for which indemnification is provided for in this §8(b) which is permissible under applicable Laws. Notwithstanding anything contained herein, in no event shall HOST be required to provide indemnification or contribution for any obligation of Seller under this §8(b); provided, that this sentence shall not apply as to any proceeds a director 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 officer would be entitled 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 Documentsand under HOST’s director and officers insurance.

Indemnification Obligations of Seller. From Subject to the limitations set ------------------------------------- forth in Sections 10.4 and 10.5 below, from and after the Closing, Seller shall indemnify and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaseraffiliates, each of their respective officers and officers, 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 (collectively, the "Purchaser 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 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 except the New York Uniform Commercial CodeAssumed Obligations; (bB) 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 Purchaser Indemnified Party that relate to Seller, the Assets Seller 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;; or (cC) Any fraud, willful misconduct, bad faith or any breach (intentional or otherwise) of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificateAgreement, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with including 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 Documentsschedules hereto.

Indemnification Obligations of Seller. From and after Subject to the Closingprovisions of this Article 7, Seller shall and the Seller Shareholders shall, jointly and severally, indemnify and hold harmless the Purchaser Indemnified Parties from and its subsidiaries against, and affiliates (including Purchasercompensate, each of their respective officers reimburse and directors, employees, agents and representatives and each of pay the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") fromParties for, 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) Losses arising out of or relating to: (a) Any Excluded Liability any inaccuracy in or breach of any representation or warranty of Seller set forth in this Agreement, the Seller Compliance Certificate 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 CodeRelated Agreement; (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 certificateSeller Related Agreement; (c) any liability or obligation of Seller of any nature whatsoever, agreementincluding, exhibitwithout limitation those liabilities set forth on the Closing Date Liabilities Statement, schedule except the Assumed Liabilities; (d) any events or other writing delivered by Seller circumstances occurring or existing with respect to Purchaser the ownership, operation and maintenance of Seller’s business and the Assets prior to the Closing, except the Assumed Liabilities; (e) any events or circumstances (or claims) in connection with the matters contemplated hereby or pursuant relating to the provisions hereof Seller’s and/or its Affiliates’ relationship with Reliance Industries and/or any of its Affiliates, including, without limitation, any purported licensing or similar transaction; (collectivelyf) any events or circumstances (or claims) in connection with or relating to IMAX and/or Three Dimensional Media Group, the "Seller Ancillary Documents")Ltd. and/or any of their respective Affiliates; or (dg) Any fraudnotwithstanding the provisions of Section 8.17, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made non-compliance by the Seller parties with any applicable bulk sales Law. The Losses of Purchaser Indemnified Parties described in this Agreement or the Seller Ancillary DocumentsSection 7.1 as to which Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses.”

Indemnification Obligations of Seller. From and after If the ClosingClosing shall occur, Seller Seller, subject to the limitations set forth in this Article, shall indemnify and hold harmless the Purchaser Buyer and its subsidiaries and affiliates Affiliates (including Purchaser, the Transferred Companies) and each of their respective officers and officers, directors, employees, agents and representatives and each of the heirsstockholders, executorsagents, representatives, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from“Buyer Indemnitees”), on a Net After-Tax Basis against and in respect of any and all claimsLosses, liabilitieswhich may be incurred by Buyer Indemnitees arising from, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity relating to or at law) and damages whenever arising or incurred (including, without limitation, amounts paid otherwise in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating torespect of: (a) Any Excluded Liability or any and all other liabilities and obligations of Seller failure of any nature whatsoever, including but not limited representation or warranty made by Seller in Article II of this Agreement to claims under Article 6 (Bulk Transfers) be true and correct as of the New York Uniform Commercial CodeClosing Date; (b) Any and all actions, suits, claims, any breach by Seller of or legal, administrative, arbitration, governmental failure by Seller to perform any of its covenants 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 Selleragreements contained in this Agreement; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement Liabilities arising from or in connection with any certificatebusiness or activities other than the Business, agreementincluding the Wafer Reclaim Business, exhibit, schedule the Pigments Business and Additives Business or other writing delivered by Seller any Liability (including with respect to Purchaser Taxes) arising from or in connection with the matters contemplated hereby or pursuant to the provisions hereof Restructurings (collectively, the "Seller Ancillary Documents"“Retained Liabilities”); or; (d) Any fraudany Third Party Claims asserted against the Transferred Companies, willful misconduct, bad faith or any intentional breach action required under any Environmental Requirements, in each case as a result of any representationEnvironmental Condition in existence on the Closing Date; (e) any Third Party Claims asserted against the Transferred Companies under Environmental Requirements, warrantyor any action required under any Environmental Requirements, covenantin each case based upon, agreement resulting from or undertaking made arising out of any storage, transportation or release into the Environment (in each case, at sites other than the Real Property) of any Hazardous Substance generated by the Seller Transferred Companies prior to the Closing; (f) any Third Party Claims asserted against the Transferred Companies, or any action required under any applicable Environmental Requirements attributable to or as a result of any Legacy Site Environmental Matter, which are asserted against or required of the Transferred Companies as a result of their past ownership or leasing of the relevant site; (g) any Proceeding (including settlements thereof) asserted against the Transferred Companies arising out of the operation of the Business of the Transferred Companies prior to the Closing (excluding those described in paragraph (d) of this Agreement Section 8.2); (h) all Company Transaction Expenses; and (i) the Rockwood UK Plan by virtue of section 75 and 75A of the Pensions Xxx 0000, the Occupational Pensions Scheme (Deficiency on Winding-Up etc.) Regulations 1996 or any legislation amending or replacing the Seller Ancillary Documentssame, except to the extent that such liability is reduced or extinguished by the payment of the amounts referred to in Section 4.22.

Indemnification Obligations of Seller. From and after the ClosingSeller agrees to indemnify, Seller shall indemnify defend and hold harmless the Purchaser MGT and its subsidiaries and affiliates (including Purchasershareholders, each of their respective officers and officers, directors, employeesmanagers, agents representatives, agents, employees and representatives and each of the heirs, executors, successors and assigns of any of the foregoing Affiliates (collectively, the "Purchaser Indemnified Parties"“MGT Indemnitees”) fromfrom and against any claim, against and in respect suit, action, liability, loss, damage, deficiency, fee, cost or expense 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 nature whatsoever (including, without limitation, amounts paid in settlementany interest, costs penalties, investigation expenses and fees through trial and appeals, and disbursements of investigation counsel and reasonable attorneys' fees accountants, but excluding incidental, consequential, special, or punitive and expensestreble damages) (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation or relating to: (a) Any Excluded Liability warranty of Seller which is contained in this Agreement, any other Transaction Agreement or any and all other liabilities and obligations exhibits or schedules hereto or thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller of contained in this Agreement, any nature whatsoever, including but not limited to other Transaction Agreement or any exhibit or schedule hereto or thereto; (iii) any claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, by Transferred Employees for compensation or legal, administrative, arbitration, governmental benefits 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 matters under an Employee Plan accrued prior to the Closing Date or which result from or arise out and any claims of any action nature whatsoever (whether accruing before or inaction prior after Closing) by any Employee who is not hired by the Purchaser; (iv) any failure to comply with any “bulk sales,” “bulk transfer” or similar laws of any State, if applicable; and (v) any and all costs and expenses (including reasonable legal and accounting fees) incident to the Closing Date enforcement of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor the indemnification rights of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in the MGT Indemnitees under 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 DocumentsSection 8.2.