Indemnification of Buyer Indemnitees. From and after the Closing, Seller and Parent shall, jointly and severally, indemnify and defend Buyer, the Group Companies, and their successors and assigns and each of the foregoing’s respective shareholders, members, officers, directors, employees and agents (collectively, the “Buyer Indemnitees”) against, and hold the Buyer Indemnitees harmless from, any Losses based upon, related to, arising out of, or caused by (i) any inaccuracy in, or breach of, any representation or warranty made by Seller in Section 3.2 (Authority), Section 3.3 (Enforceability), Section 3.5 (Capitalization) or Section 3.23 (Brokers) (collectively, the “Fundamental Representations”), (ii) any breach of, or failure to comply with, any covenant or agreement made by Seller in this Agreement, which contemplates performance after the Closing or otherwise expressly by its terms survives the Closing, (iii) any Seller Benefit Plan (including any Losses related to a Seller Benefit Plan prior to such arrangement being transferred to Seller or an Affiliate and becoming a Seller Benefit Plan) or any other employee benefit plan, program, policy, practice or Contract that would be a Seller Benefit Plan if employees, officers or directors of a Group Company participated, and any Multiemployer Plan to the extent such Loss is directly attributable to the participation in such plan by, and the contribution history of, Seller or Affiliates of Seller (other than the Group Companies) (it being understood, a Loss will be deemed directly attributable to the participation by, and the contribution history of, Seller and its Affiliates if a Multiemployer Plan, in its assessment of withdrawal liability, allocates to the Group Companies any of the contribution history of Seller or its Affiliates (other than the Group Companies)), (iv) the matters set forth in Schedule 9.1(iv), subject to any limitations set forth therein and (v) any amounts required to pay any Indebtedness of the Group Companies as of the Closing Date that were not reflected on the Closing Statement.
Indemnification of Buyer Indemnitees. The Seller shall indemnify, save and keep the Buyer and its successors and permitted assigns, and their respective directors, officers, employees and agents, and the heirs, executors and personal representatives of each of the foregoing (each a "Buyer Indemnitee" and collectively the "Buyer Indemnitees"), harmless against and from all Damages sustained or incurred by any Buyer Indemnitee as a result of or arising out of:
(i) any inaccuracy in or breach of any representation and warranty made by the Seller to the Buyer herein or in any other document executed in connection with the Closing;
(ii) any breach by the Seller of, or failure of the Seller to comply with, any of the covenants or obligations under this Agreement to be performed by the Seller (including, without limitation, the obligations of the Seller under this Section 8);
(iii) any Control Group Liability of the Seller or any of its Affiliates arising out of events occurring or circumstances existing prior to the Closing Date which is not directly attributable to Holding Company or either of the Targets;
(iv) any judgment rendered in, or settlement approved by the Seller of, the Silage-Related Litigation;
(v) any Income Taxes of Holding Company or the Targets for which the Seller is responsible under Section 9(a); or
(vi) the Seller's failure to satisfy its obligations under any Seller Plan.
Indemnification of Buyer Indemnitees. 8.2.1. Subject to the limitations contained in this Section 8.2, Buyer, the Company (from and after the Effective Time) and each of their respective directors, officers, employees, agents, representatives, stockholders, successors, assigns and Affiliates (collectively, the “Buyer Indemnitees”) shall be indemnified and held harmless by, prior to the Effective Time, the Company, and from and after the Effective Time, the Sellers, severally and not jointly, from and against any and all Losses incurred by them in connection with, caused by or resulting or arising out of (a) any breach or inaccuracy of any representation or warranty of the Company or the Holder Representative contained in this Agreement (other than the Fundamental Representations of the Company and the representations and warranties in Section 3.10 (tax matters)) or any representation or warranty set forth in the certificate provided pursuant to Section 6.2.7 with respect to such representations and warranties or any representation or warranty set forth in the Unaudited 2015 Financials Certificate or Audited 2015 Financials Certificate, whichever is in effect as of the Closing, (b) any breach or inaccuracy of any Fundamental Representation of the Company or any representation or warranty set forth in the certificate provided pursuant to Section 6.2.7 with respect to any Fundamental Representation, (c) any failure of (i) the Company or any Company Subsidiary prior to the Closing to perform any covenant, obligation or other agreement of the Company contained in this Agreement required to be performed prior to the Closing or (ii) the Holder Representative to perform any covenant, obligation or other agreement of the Holder Representative contained in this Agreement and any inaccuracy in the certificate provided pursuant to Section 6.2.7 with respect to such covenants, obligations or other agreements set forth in the foregoing clauses (i) and (ii), (d) any (i) breach or inaccuracy of any representation and warranty in Section 3.10 (tax matters) or (ii) Tax of the Company or any Company Subsidiary for any Pre-Closing Tax Period (as determined in accordance with Section 5.10.6, if applicable), (e) any violation of any escheat or other Law with respect to unclaimed property occurring prior to the Closing (solely to the extent not included as a liability in Account No. 210330 (A/P Outstanding Checks) in the Final Working Capital), (f) any claim by any Seller that the Initial Merger Consideration, Final...
Indemnification of Buyer Indemnitees. Subject to the terms of Section 0 below, Seller hereby agrees to indemnify and hold the Buyer Indemnitees harmless from and against:
(a) any and all Adverse Consequences resulting from any misrepresentation, breach of representation or warranty or nonfulfillment of any covenant or agreement on the part of Seller under the terms of this Agreement;
(b) any and all Adverse Consequences related to or arising from the Excluded Liabilities and the Excluded Assets;
(c) any and all Adverse Consequences arising as a result of the ownership of the Business, the Acquired Assets or the use and operation of the Business and the Acquired Assets on or before the Closing Date, including, but not limited to, with respect to any employee benefits or other employee-related matters but excluding Assumed Liabilities; and
(d) any Taxes imposed for any taxable period ending on or before the Closing Date with respect to the Business or the Acquired Assets.
(e) any amount by which the Gross Margin in the audited financial statements for the period ended December 31, 2005, as required by Section 4.4, shall be less than the Gross Margin in the Income Statement attached as Schedule 2.8.
Indemnification of Buyer Indemnitees. From and after the Closing (but subject to Section 9.01, the Seller Group Members shall hold harmless, indemnify and defend each of the Buyer Indemnitees from and against, and shall compensate and reimburse each of the Buyer Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of:
(i) any inaccuracy in or breach of any representation or warranty made by any Seller Group Member in this Agreement;
(ii) any (A) Company Transaction Expenses, (B) Indebtedness, (C) Holo S.A. Liabilities or (D) Reorganization Liabilities; and
(iii) any breach of any covenant or obligation of any Seller Group Member in this Agreement.
Indemnification of Buyer Indemnitees. From and after the Closing (but subject to Section 6.01 and Section 6.03), the Sellers shall hold harmless, indemnify and defend each of the Buyer Indemnitees from and against, and shall compensate and reimburse each of the Buyer Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of or are directly or indirectly connected with:
(i) any inaccuracy in or breach of any representation or warranty made by any Seller in this Agreement;
(ii) any breach of, or failure to perform or comply with, any covenant, agreement or obligation of any Seller in this Agreement; or
(iii) any (A) Closing Date Debt or (B) Closing Debt Transaction Expenses to the extent not included in the calculation of the Cash Consideration as determined in accordance with Article II (without regard to the disclosure of any matter in the Disclosure Schedules or in any documents included or referred to therein).
Indemnification of Buyer Indemnitees. Each Seller, jointly and severally with Parent hereby agrees to indemnify and hold Buyer and its respective officers, directors, stockholders, agents, employees, and attorneys (the "BUYER INDEMNITEES") harmless from and against any and all liabilities, obligations, damages, deficiencies, losses and expenses:
(a) resulting from any misrepresentation or breach of warranty of the surviving Representations and Warranties as set forth on SCHEDULE 12.03 or nonfulfillment of any covenant or agreement on the part of any Seller, Parent or Hess under the terms of this Agreement;
(b) comprising or resulting from any Excluded Liabilities;
(c) arising as a result of the ownership of the Vessels and/or Other Assets and/or the use and operation of the Vessels and Other Assets and the conduct by Sellers and the employees of any Affiliate Employer of the Vessel Business before the Closing Date;
(d) resulting from any Liens existing on the Closing Date which arose out of the action (or failure to act) of any Seller, Parent or Hess; and
(e) resulting from all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to the foregoing.
Indemnification of Buyer Indemnitees. Subject to Section 8.1, this Section 8.2 and Sections 8.5 and 8.7, from and after the Closing Date, the Seller will indemnify and hold harmless the Buyer and its successors and permitted assigns, and the officers, employees, directors and stockholders of the Buyer and their respective heirs and personal representatives (collectively, the "Buyer Indemnitees"), solely out of the Indemnification Escrow Amount and subject to the terms of the Escrow Agreement, for the amount of any and all out-of-pocket losses, costs, damages, claims, fines, penalties, expenses (including reasonable fees and expenses of outside attorneys), reasonable costs of investigation (including reasonable fees and expenses of outside accountants, consultants and experts reasonably engaged), amounts paid in settlement, court costs, and other expenses of litigation but excluding any and all internal costs and expenses incurred by any party entitled to indemnification under this Article VIII (collectively, "Damages") actually incurred by a Buyer Indemnitee arising out of (i) any breach of any representation or warranty of the Seller contained in Article III of this Agreement or (ii) any breach by the Seller of any of its covenants or agreements contained in this Agreement that survive the Closing Date.
Indemnification of Buyer Indemnitees. Seller shall indemnify and hold harmless the Buyer Indemnitees, and any Person claiming by or through any of them, from and against all Liabilities by, on behalf of or to any Person arising from or attributable to:
(a) the breach of any representation or warranty of Seller made in this Agreement;
(b) any failure by Seller to perform in all respects any of its covenants, agreements or obligations in this Agreement;
(c) any negligent act or omission, including without limitation violation of applicable Environmental or other applicable Law, of Seller or its Representatives in the performance of the Conversion Work;
(d) the environmental and other condition of the Plant on and after the Effective Date, including without limitation any air, soil or groundwater contamination or any other violations of Environmental Laws or other Laws applicable to the Plant or the Facility; and
(e) any generation, handling, storage, disposal or transportation of Hazardous Materials, whether occurring before or after the Effective Date, in, on or from the Plant or the Facility, including without limitation any Release of Hazardous Materials in, on or from the Plant or the Facility. The foregoing shall not be applicable to any Liability to the extent the proximate cause of which results from a negligent act or omission of Buyer or its Representatives; including, without limitation, with respect to the Process Design if Seller has made an indemnification Claim against Buyer prior to three (3) years from expiration or termination of the Agreement. The indemnities set forth in this Section shall survive the expiration or earlier termination of this Agreement. Seller’s indemnity obligations under this Section are guaranteed by Terra Industries Inc. pursuant to that certain Continuing Guaranty of Terra Industries Inc. of even date herewith.
Indemnification of Buyer Indemnitees. Subject to the limitations set forth in Article 7 and this Article 8, Seller hereby agrees to indemnify and hold the Buyer Indemnitees harmless from and against all Adverse Consequences arising out of, based upon or resulting from:
(a) any breach of representation or warranty of Seller contained in Article 2 of this Agreement or in any Officer’s Certificate delivered pursuant to Article 5;
(b) any breach or non-fulfillment of any covenant or agreement on the part of Seller under the terms of this Agreement;
(c) any Taxes payable by Seller arising from, based upon or relating to the sale of the Assets pursuant to this Agreement (except as provided in Sections 1.6 and 1.7);
(d) the Excluded Liabilities and the Excluded Assets;
(e) any breach or default by Seller under the Assumed Contracts prior to the Closing Date (other than with respect to the Payment Defaults); and
(f) the ownership of the Seller’s business and/or the use and operation of the Seller’s business on or before the Closing Date (other than with respect to the Payment Defaults).
