Indemnification Obligations of the Buyer. From and after the Closing, and except with respect to Taxes, the Buyer will indemnify, defend and hold harmless the Seller and any parent, Subsidiary, associate, Affiliate, trustee, shareholder or Representative of any of the foregoing Persons, and their respective representatives, successors and permitted assigns (all referred to individually as a “Seller Indemnified Party” and collectively as the “Seller Indemnified Parties”) from and against and pay on behalf of or reimburse such party in respect of, all Losses that any Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, or relating to or by virtue of:
(a) any inaccuracy in or breach of any representation or warranty made by the Buyer under this Agreement or in any certificate delivered by the Buyer pursuant to this Agreement;
(b) any breach or non-fulfillment of any covenant or agreement on the part of the Buyer under this Agreement or in any certificate delivered by the Buyer pursuant to this Agreement;
(c) any Assumed Liability; and
(d) any fees, expenses or other payments incurred or owed by the Buyer or any of its respective Affiliates to any agent, broker, investment banker or other firm or Person retained or employed in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, (i) the Seller Indemnified Parties are intended third party beneficiaries under this Agreement and will be entitled to directly enforce any indemnification rights to which they may be entitled under this Agreement, and (ii) the Buyer has no responsibility or liability respecting the Lenexa Purchase Agreement.
Indemnification Obligations of the Buyer. The Buyer shall indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) (including amounts paid in settlement and reasonable attorneys’ fees and expenses) arising out of or relating to:
(a) any breach of any representation or warranty made by the Buyer in this Agreement as of the date hereof or as of the Closing as if made on and as of the Closing (except if such representations and warranties are made as of an earlier date, in which case, as of such earlier date) (for purposes of determining a breach or inaccuracy and/or the amount of Seller Losses resulting from such breach pursuant to this Section 8.2Section 8.1(a), such representations and warranties shall be read without reference to materiality, Material Adverse Effect or similar monetary and non-monetary qualifications);
(b) any breach of any covenant, agreement or undertaking made by the Buyer in this Agreement;
(c) any claim or losses arising out of the Buyer’s conduct of the Business following the Closing, except to the extent indemnified or otherwise borne by the Seller hereunder; and
(d) any Taxes for which the Buyer is responsible pursuant to Section 5.12(a) and Section 5.12(e). The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Seller Indemnified Parties described in this Section 8.2 as to which the Seller Indemnified Parties are entitled to indemnification are collectively referred to as “Seller Losses” and, together with the Buyer Losses, “Losses”.
Indemnification Obligations of the Buyer. Subject to the other terms and conditions of this Article 11, the Buyer shall indemnify and defend each Seller and his or its Affiliates (each, a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any Seller Indemnified Party based upon, arising out of, with respect to, or by reason of:
(i) any inaccuracy in or breach of any of the representations or warranties of the Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(ii) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Buyer pursuant to this Agreement.
Indemnification Obligations of the Buyer. The Buyer shall indemnify and hold harmless each Seller Party and their Affiliates (and the officers, directors, managers, equity holders, employees and agents of each of them) (collectively, the “Seller Indemnitees”) for, and shall pay to such Persons, any and all Damages, without duplication, arising, directly or indirectly, from or in connection with:
(a) Any breach of any representation or warranty of the Buyer contained in this Agreement or in any agreement or instrument executed and delivered pursuant to this Agreement;
(b) Any claims for personal injury, death or property damage arising out of the Buyer’s operation of the Purchased Assets for the period of six years after the Initial Closing; and
(c) Any breach of any covenant or agreement of the Buyer contained in this Agreement or in any agreement or instrument executed and delivered pursuant to this Agreement. For the avoidance of doubt, the indemnification provided pursuant to Section 9.3(b) relates to the physical operation of the Purchased Assets, and does not extend to the sale of fittings or other aspects of the Business.
Indemnification Obligations of the Buyer. The Buyer will indemnify and hold harmless the Company 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 of any kind or nature whenever arising or incurred (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
(a) the Buyer's failure to perform, discharge or satisfy the Assumed Liabilities;
(b) any breach or inaccuracy of any representation or warranty made by the Buyer in this Agreement or in any of the Ancillary Documents;
(c) any breach of any covenant, agreement or undertaking made by the Buyer or any of its Affiliates in this Agreement or in any of the Ancillary Documents;
(d) any fraud, willful misconduct or bad faith of the Buyer or any of its Affiliates in connection with this Agreement or in any of the Ancillary Documents; or
(e) any liability or obligation of the Buyer or any of its Affiliates of any nature whatsoever arising subsequent to the Closing which is not expressly covered by an indemnification obligation of the Company or Caterpillar to the Buyer pursuant to Section 10.1, which shall include, without limitation, for purposes of this Section 10.2(e), all product liabilities referred to in Section 10.1(b) as to which a claim for indemnification under Section 10.3 is not made prior to the expiration of the Claims Period specified in Section 10.4(b).
Indemnification Obligations of the Buyer. (a) The Buyer will indemnify and hold harmless the Seller and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Seller 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 of any kind or nature whenever (hereinafter "
Indemnification Obligations of the Buyer. Subject to the limitations set forth in this Article VII (including Section 7.3), from and after the Closing, the Buyer shall indemnify the Seller and its Affiliates, and each of its Affiliates, officers, directors, equityholders, employees, agents, representatives, heirs, successors or permitted assigns (collectively, the “Seller
Indemnification Obligations of the Buyer. The Buyer will indemnify and hold harmless the Company 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, including statutory and common) 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) the Buyer's failure to perform, discharge or satisfy any Assumed Liability;
(b) any breach or inaccuracy of any representation or warranty made by the Buyer in this Agreement or in any of the Buyer Ancillary Documents;
(c) any breach of any covenant, agreement or undertaking made by the Buyer in this Agreement or in any of the Buyer Ancillary Documents;
(d) any fraud, willful misconduct or bad faith of the Buyer in connection with this Agreement or the Buyer Ancillary Documents; or
(e) any liability or obligation related to the Business or the Assets occurring or arising after the Closing Date (other than Excluded Liabilities).
Indemnification Obligations of the Buyer. Conversely, a payment of Indemnification from the Buyer to the Seller will be due with respect to any and all Losses arising directly out of, or resulting from (“Buyer Indemnification Event”):
Indemnification Obligations of the Buyer. The Buyer shall indemnify Seller and Liberty and their Affiliates (which shall not include the Company or any of its Subsidiaries) (collectively, the “Seller Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Seller Indemnified Parties as and when incurred for any Losses which any Seller Indemnified Party may suffer, incur, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
(i) any facts or circumstances which constitute a breach of any representation or warranty regarding the Buyer under this Agreement or in any certificates or other writing delivered by or on behalf of Buyer in connection with the Closing;
(ii) any breach of any covenant, agreement or other provision by the Buyer under this Agreement or in any certificate delivered by or on behalf of Buyer in connection with the Closing;
(iii) any claims or causes of action asserted against any Seller Indemnified Party after the Closing in connection with the operation of the Company’s and its Subsidiaries’ businesses following the Closing Date, but not including any claims or causes of action disclosed by Seller pursuant to this Agreement or any Losses which arise out of, or relate to, any matters with respect to which Seller is obligated to indemnify the Buyer Indemnified Parties pursuant to Section 11.2(a) hereof; or
(iv) any (v) Tax of the Company or any Subsidiary other than any Buyer Tax Loss for which Seller is obligated to indemnify the Buyer Indemnified Parties pursuant to Section 11.2(a)(iii), (w) Tax resulting from transactions or actions taken by Buyer or any of its Affiliates (including for this purpose the Company and each of its Subsidiaries) that occur on the Closing Date but after the Closing and that are not in the Ordinary Course of Business, (x) Tax resulting from an actual or deemed election by Buyer under Code Section 338 (or any similar provision of state law or the law of any other taxing jurisdiction) with respect to the Company or any Subsidiary in connection with any of the transactions contemplated by this Agreement, (y) Tax that is the obligation of Buyer pursuant to Section 9.7, and (z) Liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’, accountants’ and other experts’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assertion or assessment of any Ta...
