Indemnification Obligations of the Sellers. Subject to Sections 10.4, 10.5 and Section 10.7, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, 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) associated with, arising out of or relating to the following (except to the extent that, in each case, any action or inaction of the Purchaser impairs any of the Sellers’ rights under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification or otherwise gives Texaco an excuse not to perform its obligations under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification):
(a) any breach or inaccuracy of any representation or warranty made by either Seller in this Agreement or in any conveyance document to be executed by one or both of the Sellers in connection herewith, other than any representation or warranty contained in the second sentence of Section 4.4(a), the second sentence of Section 4.4(d) and the third sentence of Section 4.5(a);
(b) any breach of any covenant, agreement or undertaking made by either Seller in this Agreement;
(c) any fraud, willful misconduct or bad faith of either Seller in connection with this Agreement;
(d) any Retained Liability;
(e) any matter disclosed on any of Schedules 2.5(m), 4.10 or 4.11, in each case to the extent attributable to periods of time before the Closing Date;
(f) any Excluded Assets; provided, however, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Sellers shall have no obligation with respect to such asset under this Article X for matters attributable to operations and transactions during the period after the Closing, it being understood that any rights of the Purchaser with respect to such matters will be governed solely by the relevant Commercial Agreement; or
(g) any Seller Benefit Plan, any ERISA Affiliate Plan or the employment of any employee or former employee by either Seller at any time. The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and j...
Indemnification Obligations of the Sellers. From and after the Closing Date, the Sellers, jointly and severally, shall indemnify the Buyer and its partners, Affiliates and controlling Persons (the "Buyer Indemnified Parties"), as the case may be, and hold such Persons harmless from and against and in respect of any and all Losses arising out of, based upon or resulting from:
(a) the breach of any representation or warranty of the Sellers and US Propane contained in or made pursuant to Article 3 of this Agreement.
(b) the breach by any of the Sellers or US Propane or failure of any of the Sellers or US Propane or any of their Affiliates to observe or perform in any material respect, any of their covenants or agreements contained in this Agreement; and
(c) any Taxes of any of HHI to the extent payable by Sellers as specified in Section 6.7; Notwithstanding the foregoing, none of the Sellers or US Propane will have any obligation to indemnify any of the Buyer Indemnified Parties for Losses under Section 9.2(a) unless and until the aggregate amount of all such Losses under Section 9.2(a) exceeds $100,000 (regardless of whether, in the case of third party actions, suits or proceedings with respect to any of the foregoing, any of the Sellers or US Propane may have a meritorious defense), at and after which time the Sellers shall be liable, jointly and severally, for all Losses in excess of $100,000. The immediately preceding sentence shall not apply to any obligation of the Sellers or US Propane under Section 6.7. The rights and remedies of the Buyer Indemnified Parties, based upon, arising out of or otherwise in respect of any clause of this Section 9.2 or any representation, warranty or covenant in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any such claim is based may also be the subject matter of any representation, warranty or covenant in this Agreement that would not give rise to any rights or remedies of the Buyer Indemnified Parties.
Indemnification Obligations of the Sellers. The Sellers, jointly and severally, will indemnify, defend and hold harmless the Purchaser, the Company and the Purchaser's 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 "Purchaser 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:
(a) any breach or inaccuracy of any representation or warranty made by the Company and the Sellers in this Agreement or in any of the Company Ancillary Documents;
(b) any breach of any covenant, agreement or undertaking made by the Company and the Sellers in this Agreement or in any of the Company Ancillary Documents; or
(c) any fraud, willful misconduct or bad faith of the Company or any of the Sellers in connection with this Agreement or the Company Ancillary Documents The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as the "Purchaser Losses."
Indemnification Obligations of the Sellers. Each Seller will indemnify, defend and hold harmless Purchaser and its shareholders, directors, officers, employees, affiliates, agents, representatives and advisors, 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 (whether accrued, absolute or contingent, asserted or unasserted), obligations, losses (including diminution of value), costs, expenses, penalties, fines and other judgments (at equity or at law) 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:
8.1.1 any breach or inaccuracy of any representation or warranty made by the Sellers or the Company in this Agreement, any Schedule to the Sellers' Disclosure Letter or Exhibit hereto or any Seller Ancillary Document or Company Ancillary Document;
8.1.2 any breach of any covenant, agreement or undertaking made by the Sellers or the Company in this Agreement, any Schedule to the Sellers' Disclosure Letter or Exhibit hereto or any Seller Ancillary Document or Company Ancillary Document; and/or
8.1.3 any fraud, willful misconduct or bad faith by the Sellers or the Company in connection with this Agreement, any Schedule to the Sellers' Disclosure Letter or Exhibit hereto or any Seller Ancillary Document or Company Ancillary Document. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of Purchaser Indemnified Parties described in this Section 8.1 as to which Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Purchaser Losses."
Indemnification Obligations of the Sellers. From and after the Closing, subject to Section 6.2(c) below and the other limitations set forth herein, the Sellers shall, severally and jointly, indemnify the Purchaser and its Affiliates (including the Company) and their respective shareholders, partners, officers, directors, employees, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Purchaser Indemnified Parties as and when incurred for any loss, Liability, Action, cause of action, cost, damage or expense, Tax or diminution in value, 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) (collectively, “Losses”), which any such Purchaser Indemnified Party may suffer as a result of:
(i) any breach of any representation or warranty of the Company, any Seller or the Seller Representative under this Agreement;
(ii) any breach of any covenant or agreement of the Company (to the extent such covenant or agreement is to be performed prior to the Closing), any Seller or the Seller Representative under this Agreement; and/or
(iii) any Excluded Liability.
Indemnification Obligations of the Sellers. Subject to the other provisions of this Article VII, from and after the Closing, the Sellers shall jointly and severally indemnify, defend and hold harmless the Buyer and its Affiliates (including, after the Closing Date, the Company) and their respective directors, officers, employees, stockholders, equityholders, agents, attorneys, representatives, successors and permitted assigns (in all cases other than the Sellers) (collectively, the “Buyer Indemnified Parties”) from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Losses that any of them suffer, incur, pay or sustain, in each case that arise out of, are attributable to, are caused by or result from: (a) any inaccuracy in or breach of any representation or warranty made by the Sellers in this Agreement; (b) any breach or nonperformance of any of the covenants or other agreements made and to be performed by the Sellers that are set forth in this Agreement; (c) any Pre-Closing Taxes; (d) any Indebtedness of the Company as of the Closing Date that is in excess of the amount thereof that was included for purposes of determining the amount payable to the Sellers pursuant to the terms hereof (for clarity, giving effect to any adjustments made pursuant to Section 2.6 hereof); or (e) any claims by any Person to the effect that such Person is entitled to any interest or security or any payment in connection with the transactions contemplated hereby other than as specifically provided for in this Agreement; provided, however, that with respect to clauses (a) and (b) immediately above as such clauses relate to the representations and warranties set forth in Article IV hereof or the covenants set forth in Sections 6.1, 6.2, 6.3, 6.4 and 6.5 hereof, notwithstanding the joint and several language above, only a Seller that has breached any such representation, warranty, covenant agreement shall have indemnification obligations hereunder with respect to such Seller’s breach (and the other Seller shall have no obligation or liability in respect thereof).
Indemnification Obligations of the Sellers. Subject to the limitations contained in Sections 8.4, 8.5 and 8.6, from and after the Closing Date, the Sellers will, jointly and severally, indemnify, defend and hold harmless ESI, each of the Companies and each of their respective Affiliates, officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "ESI 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) by them and arising out of or relating to:
(a) any breach or inaccuracy of any representation or warranty made by the Sellers in this Agreement;
(b) any breach of any covenant, agreement or undertaking made by the Sellers in this Agreement to be performed prior to the Closing, including without limitation any covenant in Section 4.1.3 to be performed prior to the Closing;
(c) any breach of: (i) the Sellers' covenants, agreements and undertakings set forth in Article I and (ii) the Sellers' covenants, agreements and undertakings set forth in the following Sections of this Agreement to be performed on or after the Closing: Section 4.1.1(f) (Names), Section 4.1.3 (Tax Matters), Section 4.1.5 (Section 1031 Exchange), Section 4.2.9 (Shareholder Releases), Sections 4.2.10 (Brokerage Fees), Section 4.2.11 (Confidentiality), Section 4.2.12 (Sellers' Non-Solicitation), Section 9.3 (Assignments), Section 9.6 (Consent to Jurisdiction), Section 9.7 (Waiver of Jury Trial), Section 9.8 (Specific Performance), Section 9.14 (Cooperation) and Section 9.15 (Transaction Costs);
(d) any liability relating to, resulting from or arising out of (i) any act or omission occurring prior to the Closing in connection with the Companies' Vision and Dental Businesses or (ii) any Action by a Newco Employee against the Companies with respect to such Newco Employee's employment prior to the Closing;
(e) any liability relating to, resulting from or arising out of (x) the failure of NPA to qualify as a foreign corporation in the State of Wisconsin or (y) a dispute between the Shareholders and the Shareholders' Agent in respect of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby; or
(f) any and all liability ...
Indemnification Obligations of the Sellers. (a) From and after the Closing, the Sellers shall, severally and not jointly in accordance with each such Seller’s Pro Rata Seller Share, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (each a “Loss”) incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to:
(i) any breach of any Company Fundamental Representation (for purposes of this Section 9.1(a)(i), such representations and warranties shall be read without reference to materiality, Company Material Adverse Effect or similar monetary and non-monetary qualifications);
(ii) any willful and intentional breach of any covenant, agreement or undertaking made by the Company in this Agreement; or
(iii) any Closing Indebtedness or Outstanding Company Expenses solely to the extent not paid on or prior to the Closing Date or included in the calculation of Final Aggregate Cash Consideration.
(b) From and after the Closing, each of the Sellers shall defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to:
(i) any breach by such Seller of any Seller Fundamental Representation (for purposes of this Section 9.1(b)(i), such representations and warranties shall be read without reference to materiality, Company Material Adverse Effect or similar monetary and non-monetary qualifications); or
(ii) any willful and intentional breach of any covenant, agreement or undertaking made by such Seller in this Agreement. The Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to matters described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses.”
Indemnification Obligations of the Sellers. Subject to the other terms and conditions of this Article 11, the Sellers, jointly and severally, shall indemnify and defend each of the Buyer and its Affiliates (including the Company) (each, a “Buyer Indemnified Party” and, collectively, the “Buyer 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 Buyer 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 Company or the Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or any Seller pursuant to this Agreement (other than in respect of Section 3.11, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Section 7.1 or 7.2), 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, in which case 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 Company or any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking, or obligation in Section 7.1 or 7.2, it being understood that the sole remedy for any such breach, violation, or failure shall be pursuant to Section 7.1).
Indemnification Obligations of the Sellers. Subject to the provisions of Section 6.4 below, the Sellers shall severally, and not jointly, indemnify and hold harmless the Purchaser and its Affiliates, stockholders, officers, directors, employees and agents (collectively, the “Purchaser Indemnitees”) from and after the Closing, in respect of any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
(a) the breach by the Sellers (or the Company with respect to the period prior to the Closing Date) of any of the covenants made by the Sellers (or the Company with respect to the period prior to the Closing Date) in any of the Transaction Documents, and
(b) the breach of any of the representations and warranties contained in Sections 3 and 4 of this Agreement (provided however, that the Sellers are given an Indemnification Claim Notice (as defined below) during the applicable survival period specified in Section 6.1 above);
(c) the failure of any Seller to act in accordance with Section 1.6 (Appointment of Sellers’ Representative); and
(d) any unpaid Income Taxes imposed on, relating to or asserted against the Company for any Pre-Closing Tax Period.
