Common use of Indemnification of Seller Clause in Contracts

Indemnification of Seller. (i) Notwithstanding anything to the contrary contained herein, Purchaser, to the maximum extent permitted by law, shall be solely responsible for, and shall indemnify, hold harmless and defend with counsel acceptable to Seller in its reasonable discretion, the Seller Indemnified Parties from and against any and all Losses arising out of, or resulting from or claimed to arise out of or result from, in whole or in part, but only to the extent of, any of the following (collectively, the "INDEMNIFIED ACTS"): (i) any violation of, noncompliance with, or enforcement of, any Hazardous Substances Laws with respect to the Property; or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages and the cost of any required or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Property, and the preparation and implementation of any closure, remedial, or other required plans in connection therewith. (ii) In the event that any suit or other proceeding is brought against any of the Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay all judgments, fines, penalties and other fees and expenses in connection therewith. (iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminate.

Indemnification of Seller. (i) Notwithstanding anything to the contrary contained herein, Purchaser, to the maximum extent permitted by law, Acquirer shall be solely responsible for, and shall indemnify, hold harmless indemnify and defend with counsel acceptable to Seller in its reasonable discretion, the each Seller Indemnified Parties Person (as such term is defined below) against and hold each harmless from and against any and all Losses suffered or incurred thereby to the extent arising out ofas a result of or in connection with or attributable to or relating to any of the following, or resulting from third party allegations of any of the following: (i) any breach of any representation or claimed to arise out warranty of Acquirer contained in this Agreement or any of the Ancillary Documents (provided that, for the purposes of determining whether such a breach or inaccuracy has occurred for the purposes of this Section 8.2(i), any materiality qualifier or materiality exception - including, but not limited to, “Acquirer Material Adverse Effect”, “all material respects”, “material adverse change”, “in all material respects”, “in any material respect”, “result fromin any material liability” or “material default or violation” -included in any such representation or warranty shall be disregarded and given no effect as if such qualifier or exception were not included in, and did not qualify or create an exception to, such representation or warranty), (ii) any breach of any covenant of Acquirer contained in whole or in partthis Agreement, (iii) the business and operations of the Company after the Closing but only to the extent of, any such business and operations are wholly independent of and not effected by the business and operations of the following (collectively, the "INDEMNIFIED ACTS"): (i) any violation of, noncompliance with, or enforcement of, any Hazardous Substances Laws with respect to the Property; or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages and the cost of any required or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Property, and the preparation and implementation of any closure, remedial, or other required plans in connection therewith. (ii) In the event that any suit or other proceeding is brought against any of the Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay all judgments, fines, penalties and other fees and expenses in connection therewith. (iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act Company prior to the Closing Date, then or (iv) the Guarantee and any payments made or performance thereunder. As used herein, “Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii)Indemnified Person” means any of Seller, and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to any Affiliate thereof, any successor of any of them, or any of their respective officers, directors, employees, stockholders, agents or representatives. Any indemnity payment under this Section 16(C)(iii8.2, except as otherwise provided in Section 6.11, shall be satisfied with Preferred Stock, at a valuation based upon the Preferred Stock Share Price, to the extent necessary to preserve the status of the transaction contemplated by this Agreement as a reorganization within the meaning of Section 368(a) shall terminateof the Code.

Indemnification of Seller. (ia) Notwithstanding anything From and after the Effective Date, Purchaser hereby agrees to the contrary contained hereinindemnify, Purchaser, to the maximum extent permitted by law, shall be solely responsible fordefend, and shall indemnify, hold harmless Seller and defend with counsel acceptable to its general partner and their respective equityholders, managers, officers, employees, advisors, affiliates, agents, representatives and assigns (the “Seller in its reasonable discretion, the Seller Indemnified Parties Indemnitees”) from and against any and all Losses liabilities, penalties, damages, losses, claims, costs, and expenses (including reasonable attorneys fees and expenses for the defense of any claim which, if proved, would give rise to an obligation of indemnity hereunder, notwithstanding that such claim may be settled prior to final judgment) BUT EXCLUDING INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES, AND/OR OTHER FORMS OF ECONOMIC LOSSES AS TO CLAIMS MADE BY SELLER BUT NOT BY THIRD PARTIES arising out of, or resulting from or claimed to arise out of or result from, in whole resulting directly or in part, but only to the extent of, any of the following (collectively, the "INDEMNIFIED ACTS"): indirectly from (i) any violation ofbreach, noncompliance withfalsity, or enforcement ofinaccuracy of any warranty, representation or covenant by Purchaser contained in this Agreement; (ii) nonperformance of any Hazardous Substances Laws with respect obligations or covenants on the part of Purchaser under this Agreement; or (iii) the conduct of Purchaser’s employees, agents or contractors, or of the Business, or any condition, event or activity relating to the Property; Business, on or after the Effective Date (each also hereafter a “Claim”). (b) Notwithstanding anything herein to the contrary, the maximum amount that the Purchaser, shall be obligated to pay in respect of any and all obligations of indemnity for a Claim under this Section 9.2 except for a breach or non-performance of a covenant contained in this Agreement or any instrument herein contemplated to be executed and delivered by the parties hereto, shall be equal to the remaining amounts due, both principal and interest, of the Deferred Payments. In addition, a Claim shall not be brought by Seller under or pursuant to this Section 9.2, unless either (i) the amount of that Claim exceeds $50,000, or (ii) the release, discharge, disposal, aggregate amount of all Claims (whether reimbursed or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages and the cost of any required or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Propertyunreimbursed, and the preparation including both those theretofore made and implementation of any closure, remedial, or other required plans in connection therewithClaims then being made) exceeds $75,000. (ii) In the event that any suit or other proceeding is brought against any of the Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay all judgments, fines, penalties and other fees and expenses in connection therewith. (iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminate.

Indemnification of Seller. (i) Notwithstanding anything to the contrary contained herein, Purchaser, to the maximum extent permitted by law, shall be solely responsible for, and shall indemnify, hold harmless and defend with counsel acceptable to Seller in its reasonable discretion, the Seller Indemnified Parties from and against any and all Losses arising out of, or resulting from or claimed to arise out of or result from, in whole or in part, but only to the extent of, any of the following (collectively, the "INDEMNIFIED ACTS"): (i) any violation of, noncompliance with, or enforcement of, any Hazardous Substances Laws with respect to the Property; or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages and the cost of any required or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Property, and the preparation and implementation of any closure, remedial, or other required plans in connection therewith. . (ii) In the event that any suit or other proceeding is brought against any of the Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay all judgments, fines, penalties and other fees and expenses in connection therewith. . 11 <PAGE> (iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminate. D. Survival of Indemnity and Release. The obligations of Purchaser pursuant to Section 16(B) and Section 16(C) shall survive the Closing. 17.

Indemnification of Seller. (i) Notwithstanding anything to As among the contrary contained hereinParties, Purchaser, to the maximum extent permitted by law, Seller shall be solely responsible for, relieved of all responsibility for the liabilities of the Company and the Company and the Buyer shall indemnify, defend, protect, and hold harmless and defend with counsel acceptable to the Seller in its reasonable discretionfrom such liabilities as of the Effective Date. As among the Parties, the Seller Indemnified Parties from and against shall be relieved of all responsibility for any and all Losses arising out offuture claims, demands, liens, causes of action, suits, obligations, controversies, debts, costs, expenses, damages, judgments, and orders of whatever kind or nature, in law, equity, or resulting from otherwise, whether known or claimed to arise out of unknown, suspected or result fromunsuspected, in whole and whether or in partnot concealed or hidden, but excluding only those owing to the extent offraud, any bad faith, willful misconduct, or gross negligence of the following (collectivelySeller, which accrue on and after the "INDEMNIFIED ACTS"): (i) any violation of, noncompliance with, or enforcement of, any Hazardous Substances Laws Effective Date with respect to the Property; or Company (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property“Contingent Liabilities”). The Losses referred to herein Company and the Buyer shall includeindemnify, defend, protect, and hold harmless the Seller from the Contingent Liabilities, including any related costs of defense. In addition, Buyer will indemnify, defend, and hold Seller harmless from and pay any and all losses, costs, damages, claims, obligations, liabilities and expenses (including, without limitation, all foreseeable consequential damages reasonable attorneys’ fees and the cost of any required costs), whether known or necessary repairunknown, cleanupcontingent or vested, matured or detoxification of the Property or any property in the vicinity of the Propertyunmatured, and the preparation and implementation whether or not resulting from third-party claims, directly or indirectly resulting from, relating to, arising out of any closure, remedial, or other required plans in connection therewith. (ii) In the event that any suit or other proceeding is brought against attributable to any of the Seller Indemnified Parties at following: (a) any time on account breach of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller representation or the Seller Indemnified Parties, as applicable, warranty Buyer has made in their reasonable discretionthis Agreement; and (iiib) pay all judgmentsany breach, finesviolation or default by Buyer of any covenant, penalties and other fees and expenses agreement or obligation of Buyer in connection therewiththis Agreement. (iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminate.

Indemnification of Seller. (i) Notwithstanding anything Subject to the contrary contained hereinSection 11.C and upon Seller's written request, Purchaser, to the maximum extent permitted by law, shall be solely responsible for, and shall indemnify, hold harmless and defend with counsel acceptable to Dealer shall: 1. Defend Seller in its reasonable discretion, the Seller Indemnified Parties from and against any and all Losses arising out ofclaims that during the term of this Agreement may arise, commence or resulting from be asserted against Seller in any action concerning or claimed alleging: (a) Dealer's failure to arise out of or result fromcomply, in whole or in part, but only with any obligation of Dealer under this Agreement; (b) Any negligence, error, omission or act of Dealer in connection with the preparation, repair or service (including warranty service, goodwill adjustments, and campaign inspections and corrections) by Dealer of Nissan Products; (c) Any modification or alteration made by or on behalf of Dealer to a Nissan Product, except those made pursuant to the extent ofexpress written instruction or with the express written approval of Seller; (d) Dealer's breach of any agreement between Dealer and Dealer's customer or other third party; (e) Misleading, any of the following (collectivelylibelous or tortuous statements, the "INDEMNIFIED ACTS"): (i) any violation ofmisrepresentations or deceptive or unfair practices by Dealer, noncompliance withdirectly or indirectly, to Seller, a customer or enforcement of, any Hazardous Substances Laws with respect to the Property; or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall includeother third party including, without limitation, all foreseeable consequential damages and the cost Dealer's failure to comply with Section 6.B of this Agreement; (f) Dealer's breach of any required contract or necessary repair, cleanup, warranty other than a contract with or detoxification warranty of Seller or the Property or any property manufacturer of a Nissan Product; or (g) Any change in the vicinity employment status or in the terms of the Propertyemployment of any officer, employee or agent of Dealer or of any Principal including but not limited to, claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and the preparation similar claims; and 2. Indemnify and implementation of hold Seller harmless from any closureand all settlements made and final judgments rendered with respect to any claims described in Section 11.B.1; provided, remedialhowever, that Dealer shall have no obligation to indemnify or other required plans in connection therewith. (ii) In the event that any suit or other proceeding is brought against any of the hold Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Partiesharmless unless Seller: (i) assume promptly notifies Dealer of the defense assertion of Seller such claim and the Seller Indemnified Parties, as the case may becommencement of such action against Seller; (ii) defend Seller cooperates fully in the defense of such action in such manner and to such extent as Dealer may reasonably require; (iii) consents to the Seller Indemnified Partiesemployment of attorneys selected by Dealer and agrees to waive any conflict of interest then existent or which may later arise, at Purchaserthereby enabling Dealer's own expense with counsel acceptable selected attorneys to Seller or represent Dealer throughout the Seller Indemnified Parties, as applicable, in their reasonable discretiondefense of the claim; and (iiiiv) withdraws any actions (including cross-claims) filed against Dealer arising out of the circumstances for which Seller seeks indemnity. Seller shall pay all judgments, fines, penalties costs of its own defense incurred prior to Dealer's assumption of Seller's defense and other fees and expenses in connection therewith. (iii) In thereafter to the event that: (i) a final adjudication determines extent that Seller took one of the Indemnified Acts prior employs attorneys in addition to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid those selected by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminateDealer.

Indemnification of Seller. (ia) Notwithstanding anything From and after the Closing Date, Purchaser hereby agrees to the contrary contained hereinindemnify, Purchaser, to the maximum extent permitted by law, shall be solely responsible fordefend, and shall indemnify, hold harmless Seller and defend with counsel acceptable to it’s respective equity holders, managers, officers, employees, advisors, affiliates, agents, representatives and assigns (the “Seller in its reasonable discretion, the Seller Indemnified Parties Indemnitees”) from and against any and all Losses liabilities, penalties, damages, losses, demands, suits, causes of action, claims, assessments, judgments, costs, and expenses (including reasonable attorney’s fees and expenses both for the defense of any claim which, if proved, would give rise to an obligation of indemnity hereunder, notwithstanding that such claim may be settled prior to final judgment. and those incurred in connection with the enforcement of this provision), whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not involving a third party claim by reason of or resulting from (directly or indirectly) , arising out of, based upon or resulting from or claimed to arise out otherwise in respect of or result from, in whole or in part, but only to the extent of, any of the following (collectively, the "INDEMNIFIED ACTS"): (i) breach, falsity, or inaccuracy of any warranty, representation or covenant by Purchaser contained in this Agreement; (ii) nonperformance of any obligations or covenants on the part of Purchaser under this Agreement; or (iii) the conduct of Purchaser’s employees, agents or contractors, or of the Business, or any condition, event or activity relating to the Business, on or after the Closing Date, including, without limitation, any violation ofof laws occurring or alleged to have occurred after to the Closing Date or arising from, noncompliance withrelated to, or enforcement ofconnected with the Business after the Closing Date; (each hereafter a “Seller Claim” and together with Purchaser Claim, each a “Claim”). (b) Notwithstanding anything herein to the contrary, the sole remedy for Seller under this indemnity for any Hazardous Substances Laws Seller Claim, or for a breach or non-performance of a covenant contained in this Agreement or any instrument herein contemplated to be executed and delivered by the parties hereto and as provided in Section 9.5, and the maximum amount that the Purchaser shall be obligated to pay with respect to any and all obligations of indemnity under this Section 9.1 shall be equal to One Million Five Hundred Thousand and No/100 Dollars ($1,500,000). In the Property; second year after the Closing Date, Purchaser’s indemnity obligation shall drop to the lesser of (i) Seven Hundred Fifty Thousand ($750,000) or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages difference between One Million Five Hundred Thousand and No/100 Dollars ($1,500,000) and the cost indemnity obligations paid in Year 1. Purchaser shall have no indemnity obligations after the second anniversary of any required or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Property, and the preparation and implementation of any closure, remedial, or other required plans in connection therewith. (ii) In the event that any suit or other proceeding is brought against any of the Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay all judgments, fines, penalties and other fees and expenses in connection therewith. (iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then . A Seller Claim shall reimburse Purchaser for all amounts previously paid not be brought by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act under or pursuant to this Section 16(C)(iii) shall terminate9.2, unless the amount of that claim exceeds One Hundred Thousand and No/100 Dollars ($100,000).

Indemnification of Seller. (i) Notwithstanding anything to the contrary contained herein, Purchaser, to the maximum extent permitted by law, shall be solely responsible for, and shall indemnify, hold harmless and defend with counsel acceptable to Seller in its reasonable discretion, the Seller Indemnified Parties from and against any and all Losses arising out of, or resulting from or claimed to arise out of or result from, in whole or in part, but only to the extent of, any of the following (collectively, the "INDEMNIFIED ACTS"): (i) any violation of, noncompliance with, or enforcement of, any Hazardous Substances Laws with respect to the Property; or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages and the cost of any required or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Property, and the preparation and implementation of any closure, remedial, or other required plans in connection therewith. (ii) In the event that any suit or other proceeding is brought against any of the Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay all judgments, fines, penalties and other fees and expenses in connection therewith. (iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii15(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii15(C)(iii) shall terminate.

Indemnification of Seller. (i) Notwithstanding anything Subject to the contrary contained hereinterms and conditions of this Article VI, Purchaser, the Purchasers agree to the maximum extent permitted by law, shall be solely responsible for, jointly and shall severally indemnify, defend and hold harmless Seller, his affiliates, respective present and defend with counsel acceptable to Seller in its reasonable discretionformer employees and agents and his heirs, executors, administrators, successors and assigns (the “Seller Indemnified Parties Persons”), from and against any and all Losses claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of, or resulting from or claimed to arise out of or result resulting from, directly or indirectly: (a) the inaccuracy of any representation or breach of any warranty of Purchasers contained in whole or made pursuant to this Agreement; (b) the breach of any covenant or agreement of Purchasers contained in partthis Agreement; (c) any claim to fees or costs for alleged services by a broker, but only agent, finder or other person claiming to act in a similar capacity at the extent of, any request of Purchasers in connection with this Agreement; or (d) the conduct of the following (collectivelybusiness of the Company after the date of Closing; provided, the "INDEMNIFIED ACTS"): (i) however, that Purchasers shall not be liable for any violation of, noncompliance with, or enforcement of, any Hazardous Substances Laws with respect to the Property; or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages and the cost portion of any required claims, liabilities or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Property, and the preparation and implementation of any closure, remedial, or other required plans in connection therewith. (ii) In the event that any suit or other proceeding is brought against any of the losses resulting from a material breach by Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the his obligations under this Agreement or from any Seller Indemnified Parties: (i) assume Party’s gross negligence, fraud or willful misconduct. Purchasers shall conduct the defense of such claims. Seller agrees to immediately notify Purchasers of any claims and to cooperate with Purchasers’ defense of the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Partiesclaims, at Purchaser's own expense with counsel acceptable Purchasers’ expense. Seller further agrees to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay retain all judgments, fines, penalties and other fees and expenses in connection therewith. (iii) In the event that: (i) a final adjudication determines that Seller took one records of the Indemnified Acts prior to corporation, effective before the Closing Date so that directly and proximately caused the Losses, and (ii) records may be available to Purchasers in conduct of the defense against any such claims. The above requirement shall not affect in any way or limit in any way the Company’s requirement to indemnify the Seller failed to inform Purchaser of such Indemnified Act prior to the fullest extent permitted by Nevada law as a result of Seller’s service to the Company as an officer and Director as set forth in greater detail in the Company’s Articles of Incorporation and Bylaws, which obligation and right to indemnification shall survive the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminatepurposes.