Indemnification Obligations of the Purchaser. The Purchaser 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) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to the following:
(a) any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement;
(b) (i) any breach of Section 6.22 to the extent the action or inaction constituting such breach impairs any of the Sellers’ rights under that certain Purchase and Sale Agreement (Chemical Business) among Texaco Inc., Texaco Limited, Texaco Overseas Holding Inc., Texaco Chemical Company and Huntsman Corporation dated March 23, 1994 (the “Texaco Agreement”) or otherwise gives Texaco Inc. and its Affiliates and successors (collectively, “Texaco”) an excuse not to perform its obligations under the Texaco Agreement (or if the Sellers’ rights and Texaco’s obligations under the Texaco Agreement were to terminate, would have impaired such rights or given Texaco an excuse not to perform such obligations were such rights and obligations to have remained in full force and effect), or (ii) any breach of any other covenant, agreement or undertaking made by the Purchaser in this Agreement;
(c) any fraud, willful misconduct or bad faith of the Purchaser in connection with this Agreement;
(d) the Purchaser’s failure to perform, discharge or satisfy the Assumed Liabilities;
(e) liabilities, known or unknown, to the extent arising from the use, ownership or operation of the Business, the Facilities or the other Assets from and after the Closing; or
(f) personal injuries to, or damage to the property of, third parties that occurs from and after the Closing to the extent caused by the physical condition of the Assets (which are being transferred as-is, where-is). The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Seller Indemnified Parties described in this Section 10.2 as to which the Seller Indemnified Parties are entitled to indemnification are collectively referred to as “Seller Losses.”
Indemnification Obligations of the Purchaser. The Purchaser shall indemnify and hold harmless the Company (the "Company 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) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement, whether such representation and warranty is made as of the date hereof or as of the Closing Date; or (ii) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement. The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Company Indemnified Parties described in this Section 8.2 as to which the Shareholder Indemnified Parties are entitled to indemnification are collectively referred to as “Company Losses”. In no event shall Company Losses include consequential, indirect, speculative or special losses or damages of any kind.
Indemnification Obligations of the Purchaser. Subject to the provisions of this Article IX, the Purchaser shall indemnify and hold harmless the Member 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) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) but excluding any punitive damages arising out of or relating to:
(a) any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement or in any Purchaser Ancillary Document; or
(b) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or in any Purchaser Ancillary Document.
(c) any WARN Act liability resulting from the Purchaser’s or the Company’s termination of employees post-Closing. The claims, Legal Proceedings, Liabilities, obligations, damages, Losses, costs, expenses, penalties, fines and judgments (at equity or at Law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) of the Member Indemnified Parties described in this Section 9.2 as to which the Member Indemnified Parties are entitled to indemnification are collectively referred to as “Member Losses.”
Indemnification Obligations of the Purchaser. The Purchaser shall indemnify and hold harmless the Seller Indemnified Parties from and against, and compensate, reimburse and pay the Seller Indemnified Parties for, any and all Losses arising out of or relating to:
(a) any inaccuracy in or breach of any representation or warranty of the Purchaser set forth in this Agreement or in any Purchaser Related Agreement; or
(b) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or in any Purchaser Related Agreement; provided, that to the extent such breach is a breach of a pre-Closing covenant and also constitutes an indemnifiable claim under Section 11.2(a), then Section 11.2(a) shall govern the indemnification rights of the Purchaser Indemnified Parties with respect to such claim. The Losses of the Seller Indemnified Parties described in this Section 11.2 as to which the Seller Indemnified Parties are entitled to indemnification are collectively referred to as “Seller Losses.”
Indemnification Obligations of the Purchaser. The Purchaser shall indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all Losses arising out of, relating to or resulting from:
(a) any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement or in any Purchaser Ancillary Document, whether such representation or warranty is made as of the date hereof or as of the Closing Date; and
(b) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or in any Purchaser Ancillary Document. The Losses of the Seller Indemnified Parties described in this Section 9.2 as to which the Seller Indemnified Parties are entitled to indemnification are collectively referred to as “Seller Losses.”
Indemnification Obligations of the Purchaser. The Purchaser shall indemnify and hold harmless the Seller 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 “Seller Indemnified Parties”) from, against and in respect of any and all Losses (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to:
(a) any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement or in any Ancillary Document to which it is a party;
(b) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or in any Ancillary Document to which it is a party; or
(c) any fraud, willful misconduct or bad faith of the Purchaser in connection with this Agreement or the Ancillary Documents to which it is a party. Notwithstanding any other provisions of this Agreement, the Purchaser shall indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all Losses (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to early termination after the Closing Date by the Seller of the following Contracts, which are not be assigned to the Purchaser: Fulcrum Publications; Gestion Communications Info Bar; R.I.B.A. Corp.; Serca Foodservice Inc.
Indemnification Obligations of the Purchaser. The Purchaser 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) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to:
(a) the Purchaser’s failure to perform, discharge or satisfy the Assumed Liabilities, provided, however, that the Seller Indemnified Parties shall not be indemnified with respect to Seller Losses arising with respect to any Non-Assignable Contract to the extent the Seller Losses result from (i) the Seller’s failure to take any lawful action under such Non-Assignable Contract in accordance with the Purchaser’s reasonable instructions or (ii) the Seller’s negligence or willful misconduct;
(b) any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement or in any Purchaser Ancillary Document, whether such representation or warranty is made as of the date hereof or as of the Closing Date; or
(c) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or in any Purchaser Ancillary Document. The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Seller Indemnified Parties described in this Section 11.2 as to which the Seller Indemnified Parties are entitled to indemnification are collectively referred to as “Seller Losses”.
Indemnification Obligations of the Purchaser. Subject to the other provisions of this Article 7, the Purchaser shall indemnify and hold harmless the Seller and its Affiliates and, to the extent named in any Third Party Action, any of the Seller's or its Affiliates' employees, officers or directors (collectively, the "SELLER INDEMNITEES"), from and against any Losses that any Seller Indemnitee may suffer, sustain or become subject to, as a result of: Execution Copy
Indemnification Obligations of the Purchaser. The Purchaser shall indemnify and hold harmless the Shareholder Indemnified Parties from, against and in respect of any and all Losses arising out of, relating to or resulting from:
(a) any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement or in any Purchaser Ancillary Document;
(b) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or in any Purchaser Ancillary Document; and
(c) any Third-Party Claim against a Shareholder to the extent arising solely out of or relating solely to the operation of the Company after the Closing in respect of obligations to be observed, paid, discharged or performed at any time on or after the Closing, and not to the extent arising out of or resulting from the actions or omissions of the Company or the Shareholder or the operation of the Company prior to the Closing. The Losses of the Shareholder Indemnified Parties described in this Section 10.2 as to which the Shareholder Indemnified Parties are entitled to indemnification are collectively referred to as “Shareholder Losses.”
Indemnification Obligations of the Purchaser. Subject to and in accordance with the provisions of this Article VII, the Purchaser shall indemnify the Seller from and against, and pay or reimburse the Seller for, all Losses suffered or incurred by the Seller or Group Companies arising or resulting from the failure of any representation or warranty made by the Purchaser pursuant to Article IV, to be true and accurate at the date on which such representations and warranties are made in accordance with the terms hereof.
