Common use of Indemnification Obligations of Seller Clause in Contracts

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 excess of those permitted under applicable Environmental, Health & Safety Laws at, on, in or under the Company Property, or any property formerly owned, leased or occupied by any Group Company, or any noncompliance with any Environmental, Health & Safety Law by any Group Company prior to the Closing; and (i) all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliate. The Losses of the Buyer Indemnified Parties described in this Section 9.2 as to which the Buyer Indemnified Parties are entitled to indemnification are collectively referred to as “Buyer Losses.”

Indemnification Obligations of Seller. Subject to the provisions of this Article IX, from and after the Closing, Seller shall indemnify defend, indemnify, save and hold harmless, keep harmless Purchaser and shall compensate its successors and reimburse, each of the Buyer Indemnified Parties from, permitted assigns against and in respect of any and from all Losses which are directly or indirectly suffered Damages sustained 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 them resulting from or as a result arising out of or by virtue of, or are directly or indirectly connected with: (a) any inaccuracy in or breach of any representation or warranty made by the Company or Seller in Article III this Agreement or Article IV (without giving effect in any closing document delivered to any materiality, Material Adverse Effect or similar qualifications limiting the scope of such representation or warranty, other than Purchaser in connection with respect to Section 3.6(a)(ii) and Section 3.8(b), in which case such language shall be given effect)this Agreement; (b) any breach by Seller of, or failure by Seller to comply with, any of any covenantits covenants or obligations under this Agreement (including, 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 without limitation, its obligations under this AgreementArticle X); (c) violations the failure to discharge when due any of the Plea Agreement Excluded Liabilities, or any judgments (including the Court Judgment) entered claim against Purchaser with respect to any Excluded Liability or amendments made thereto, occurring prior to the Closingalleged Excluded Liability; (d) any claim claims by parties other than Purchaser to the extent caused by acts 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 omissions of Seller on or against any other Person) involving a right prior to the Closing Date, including, without limitation, claims for Damages which arise or entitlement arose out of Seller's operation of the Business or an alleged right or entitlement to employment, indemnification, reimbursement by virtue of expenses or any other relief or remedy (under Seller's ownership of 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 Purchased Assets 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 FraudPlan or Welfare Plan 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 Multiemployer Plan, or any lien to enforce any Title IV liability or any liability for retiree benefits); (f) any Company Indebtedness or Seller Transaction Expenses in excess of the respective amounts, if any, paid on the Closing Date benefits accrued pursuant to Section 2.3 any Employee Benefit Plan, or otherwise set forth on the Final Working Capital Statementany action or failure to act, in whole or in part, with respect to any Employee Benefit Plan; (g) any failure of the Seller Litigationparties to comply with any applicable bulk transfer laws contained in the Uniform Commercial Code of the State of Connecticut in connection with the transaction contemplated by this Agreement, but only with respect to Losses incurred in respect thereof after the date hereofas contemplated by Section 6.3(a); (h) without being limited by the presence foregoing paragraphs (a) through (g), and without regard to whether any one or more of the items listed in this paragraph (h) may be disclosed in the Disclosure Schedule or otherwise known to Purchaser as of the date hereof or the Closing Date: (i) any violation of, or delinquency with respect to, any decree, order or arbitration award or law, statute, or regulation in effect on or prior to the Closing Date of any Hazardous Substances at concentrations in excess or agreement of those permitted under applicable Environmental, Health & Safety Laws at, on, in or under the Company PropertySeller with, or any property formerly ownedlicense, leased Permit or occupied by Environmental Permit granted to Seller from, any Group CompanyFederal, state or local governmental authority to which the properties, assets, personnel or business activities of the Business are subject (or to which the Seller is subject as it relates to the properties, assets, personnel or business activities of the Business), including, without limitation, laws, statutes and regulations relating to occupational health and safety, building codes, zoning, equal employment opportunities, fair employment practices and discrimination; (ii) any noncompliance with generation, transportation, storage, treatment or Release of any Environmental, Health & Safety Law by any Group Company Hazardous Materials occurring on or prior to the Closing; andClosing Date (including without limitation those that allegedly result in, or result in, any Release or treatment of Hazardous Materials after the Closing Date), regardless of when liability is asserted, at (A) any Facility, regardless of whether Seller owned, operated or leased such Facility at the time any such activity occurred, or (B) any Offsite Facility with regard to any Hazardous Materials with which Seller was involved in any way at any time; (iiii) all Liabilities relating any discharges to or at from storm, ground or surface waters or wetlands, and any time arising under air emissions or in connection with pollution, which result from or pursuant are caused by activities, events, conditions or occurrences on or prior to the Closing Date; (iv) the exposure of and resulting consequences to any Employee Benefit Plan or other planpersons, programincluding, arrangementwithout limitation, or agreement providing compensation or benefits employees of Seller, to any current Hazardous Materials created, generated, processed, handled or former director, officer, employee originating on or other service provider of prior to the Closing Date at a Facility or otherwise used by Seller or its Affiliatepredecessors in the conduct of its business or contained in or constituting a part of merchandise sold by Seller or its predecessors; or (v) any violation or alleged violation of, or obligation imposed by, any Environmental Law as a result of activities, events, conditions or occurrences prior to the Closing Date, regardless of when the violation or alleged violation or obligation arises or is asserted. The Losses obligations of Seller under this Section 10.2 shall extend for five (5) years following the Closing Date, except for their obligations with respect to the accuracy of the Buyer Indemnified Parties described representations and warranties contained in Sections 4.2(c), 4.2(d), 4.5 and 4.7 of this Section 9.2 as Agreement, which obligations shall extend until the applicable statute of limitations with respect to which Seller's liability for such matters shall have expired or, if no statute of limitations is applicable, for a period of six years following the Buyer Indemnified Parties are entitled to indemnification are collectively referred to as “Buyer LossesClosing Date.”

Indemnification Obligations of Seller. Subject to the provisions of this Article IX, from and after the Closinglimitations set forth in Section 7.4, Seller shall (the “Seller Indemnifying Person”), will defend, indemnify and hold harmlessharmless Parent, Buyer and shall compensate their respective Affiliates, officers, directors, agents, representatives, stockholders and reimburseemployees (collectively, the “Parent Indemnified Persons” and each of the Buyer individually, a “Parent Indemnified Parties from, Person”) from and against and in respect of any and all Losses which are Damages directly or indirectly suffered or incurred by them at any timeincurred, 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 resulting from or as a result arising out of, or are directly or indirectly connected with: (a) any inaccuracy, misrepresentation, or default in, or breach of, any of any representation the representations or warranty warranties given or made by the Company or Seller in Article III this Agreement, any of the Seller Ancillary Agreements or Article IV the Seller Disclosure Letter (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 effectincluding all Schedules thereto); (b) any breach of any covenant, agreement or undertaking made by of the Company (to the extent performed or to be performed by the Company prior to the Closing) or covenants of Seller in this AgreementAgreement or the Seller Ancillary Agreements; (c) violations any of the Plea Agreement Excluded Assets or any judgments (including of the Court Judgment) entered or amendments made thereto, occurring prior to the ClosingExcluded Liabilities; (d) any claim or right asserted or held the operation of the Business by any person who is or Seller at any time was an officer, director, employee or agent of any Group Company (against Seller, any Group Company times on 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 before the Closing Date; (e) any FraudLiability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby or any claims asserting that any transaction contemplated hereby constitutes a fraudulent conveyance, a preferential transfer or any claim of a similar nature; (f) any Company Indebtedness Taxes, assessments and other governmental charges of any kind or Seller Transaction Expenses in excess nature whatsoever, including any withholding, social security or unemployment levies, arising out of the respective amounts, if any, paid on Business through the Closing Date pursuant or payable with respect to Section 2.3 Seller or otherwise set forth on by Seller for the Final Working Capital Statement;transactions contemplated hereby; and (g) any demand, claim, debt, suit, cause of action, arbitration or other proceeding that is made or asserted against Seller (including a warranty claim, a product liability claim or any other claim), including any such action that is made or asserted against Seller by any stockholder of Seller, whether arising before or after the Seller LitigationClosing, but only unless such demand, claim, debt, suit, cause of action, arbitration or other proceeding arises from any Assumed Liability or action taken by Parent or Buyer with respect to Losses incurred in respect thereof the Purchased Assets or the Business after the date hereof; (h) the presence prior to the Closing Date of any Hazardous Substances at concentrations in excess of those permitted under applicable Environmental, Health & Safety Laws at, on, in or under the Company Property, or any property formerly owned, leased or occupied by any Group Company, or any noncompliance with any Environmental, Health & Safety Law by any Group Company prior to the Closing; and (i) all Liabilities relating to or at any time arising under or in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider of Seller or its Affiliate. The Losses of the Buyer Indemnified Parties described in this Section 9.2 as to which the Buyer Indemnified Parties are entitled to indemnification are collectively referred to as “Buyer Losses.”

Indemnification Obligations of Seller. Subject If the Closing shall take place and subject to the provisions of limitations set forth in this Article IX, from Seller and after the ClosingVION, Seller at their own expense shall jointly and severally defend, indemnify and hold harmlessharmless Buyer and its Affiliates (including the Banner Companies), and shall compensate their respective directors, officers, managers, partners, employees, representatives and reimburseagents (each, each of the a “Buyer Indemnified Parties fromParty”), at all times after the Closing Date 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 Party resulting from, arising out of 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 in connection with: (a) any inaccuracy in or breach of any representation or warranty made by the Company Seller or Seller VION in Article III IV hereof or Article IV (without giving effect to any materiality, Material Adverse Effect certificate provided by Seller or similar qualifications limiting VION in connection herewith as of the scope date of this Agreement or as of the Closing as if such representation or warranty, other than with respect to Section 3.6(a)(ii) and Section 3.8(b)warranty were made as of the Closing Date (except for such representations or warranties expressly made as of an earlier date, in which case case, as of such language shall be earlier date), provided that notice of such breach has been given effect)by Buyer to Seller on or prior to the applicable date specified in Section 9.4; (b) any breach the breach, noncompliance or non-performance of any covenantagreement, agreement obligation or undertaking covenant made by the Company (to the extent performed Seller or to be performed by the Company prior to the Closing) or Seller VION in this Agreement; (c) violations of any Loss (whether relating to the Plea Agreement or any judgments (including the Court Judgment) entered or amendments made thereto, occurring period prior to or following the Closing) of any Banner Company arising from or related to the Retention Incentive Plan; (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) Loss with respect to any act or omission Funded Indebtedness of the Banner Companies 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 FraudPre-Closing Taxes; (f) any Company Indebtedness or Seller Transaction Expenses which are not reflected 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 StatementBalance Sheet; (g) any inaccuracy in or breach of any representation or warranty, or breach, noncompliance or non-performance of any agreement, obligation or covenant, made by VION Financial under the Seller Litigation, but only with respect to Losses incurred in respect thereof after the date hereofAssignment and Assumption Agreement; (h) the presence prior any Loss arising from or related to the Closing Date of any Hazardous Substances at concentrations in excess of those permitted under applicable Environmental, Health & Safety Laws at, on, in or under the Company Property, Banner LTIPs or any property formerly owned, leased amendment or occupied by any Group Company, or any noncompliance with any Environmental, Health & Safety Law by any Group Company prior to the Closing; andtermination thereof; (i) all Liabilities relating any Loss in excess of $62,500 arising from or related to or at any time arising under or the product recall identified in connection with or pursuant to any Employee Benefit Plan or other plan, program, arrangement, or agreement providing compensation or benefits to any current or former director, officer, employee or other service provider item 8 of Seller or its Affiliate. The Losses Section 4.12 of the Buyer Indemnified Parties described Disclosure Letter; (j) any Loss arising from or related to the product recalls identified in this items 1-6 of subsection C of Section 9.2 as to which 4.14(e) of the Buyer Indemnified Parties are entitled to indemnification are collectively referred to as “Buyer LossesDisclosure Letter.”

Indemnification Obligations of Seller. Subject to the provisions of this Article IX, from From and after the Closing, Seller shall hold harmless and indemnify each of the Purchaser Indemnified Parties from and hold harmlessagainst, and shall compensate and reimburse, reimburse each of the Buyer Purchaser Indemnified Parties fromfor, against and in respect of any and all Losses Damages which are directly or indirectly suffered or incurred by them at any time, of the Purchaser Indemnified Parties or to which any of the Buyer Purchaser Indemnified Parties may otherwise directly or indirectly become subject at any time (regardless of whether or not such Losses Damages relate to any third party third‑party claim) and which arise directly or indirectly from or as a result of, or are directly or indirectly connected with: (a) any inaccuracy in or breach of any representation or warranty made by of Seller as of the Company or Seller in Article III or Article IV date of this Agreement (without giving effect to any materiality, “Material Adverse Effect Effect” or other materiality qualification or any similar qualifications limiting the scope of qualification contained or incorporated directly or indirectly in 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 inaccuracy in or breach of any covenantrepresentation or warranty of Seller 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, agreement which need only be accurate as of such time) (without giving effect to any “Material Adverse Effect” or undertaking made by the Company (to the extent performed other materiality qualification or to be performed by the Company prior to the Closing) any similar qualification contained or Seller incorporated directly or indirectly in this Agreementsuch representation or warranty); (c) violations any breach of the Plea Agreement any covenant or any judgments (including the Court Judgment) entered or amendments made thereto, occurring prior to the Closingobligation of Seller set forth in this Agreement; (d) any claim instituted 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 the Landlord or any Affiliate successor thereto arising out of, related to or in connection with the operation or ownership of Seller the Business 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 Purchased Assets prior to the Closing Date; Closing, including any claim arising out of, related to or in connection with (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; (gi) the Seller Litigationuse, but only with respect to Losses incurred in respect thereof after the date hereof; (h) the presence prior to the Closing Date generation or disposal of any Hazardous Substances at concentrations in excess of those permitted under applicable Environmental, Health & Safety Laws at, on, in or under the Company Property, or any property formerly owned, leased or occupied by any Group Company, or any noncompliance with any Environmental, Health & Safety Law by any Group Company prior to the Closing; and (i) all Liabilities relating , whether related to a violation of Applicable Law, under the Lease or at otherwise, including any time arising under obligations in respect of the clean up or in connection with or pursuant to remediation of any Employee Benefit Plan or other plan, program, arrangementHazardous Substances, or agreement providing compensation (ii) any obligation to restore the Premises from any condition or benefits to remove any current or former directorAlterations (as defined in the Lease), officerin each case, employee or other service provider of Seller or its Affiliate. The Losses existing as of the Buyer Indemnified Parties Closing, whether under Paragraph 11(a) or 13(h) of the Lease or otherwise, including (A) the Alterations and restoration work described in this Section 9.2 as to which 2 of Exhibit A of the Buyer Indemnified Parties are entitled to indemnification are collectively referred to as “Buyer LossesAssumption of Lease, but excluding (B) (x) the Alterations and restoration work described in Section 1 of Exhibit A of the Assumption of Lease and (y) any conditions or Alterations created or made by Purchaser or any of its Affiliates following the Closing; and (e) the Excluded Liabilities.”