Common use of Indemnification of Sellers Clause in Contracts

Indemnification of Sellers. Buyers shall indemnify and hold harmless Sellers and their Affiliates, directors, officers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Seller Indemnified Parties") from and with respect to any and all Losses incurred by the Seller Indemnified Parties in connection with or arising out of (i) Buyers' or their Affiliates', or Buyers' or their Affiliates' employees', acts or omissions relating to the Leased Employees; (ii) the employment, the failure to employ or the termination of employment of any Leased Employee with respect to the Lease Period or in relation to Section 1.4 above taken by Buyers or their Affiliates or Buyers' or their Affiliates' employees, including, but not limited to, constructive termination, claims arising under any employment agreement, collective bargaining agreement, employment law or regulation, including without limitation Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Internal Revenue Code of 1986, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment Retraining and Notification Act; or claims arising under any other federal, state, or local civil rights, employee benefit, labor, contract, tort, or common law; (iii) acts or omissions of Leased Employees taken at the direction of Buyers' or their Affiliates' employees; or (iv) the negligent acts or omissions or willful misconduct of the Leased Employees taken at the direction of Buyers' or their Affiliates' employees. Buyers' indemnification obligations under this Section 4.1 shall not extend to any Losses incurred by any of the Seller Indemnified Parties as a result of the acts or omissions of the Seller Indemnified Parties relating to the Leased Employees.

Indemnification of Sellers. Buyers shall indemnify and hold harmless Sellers and their Affiliates, directors, officers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Seller Indemnified Parties") from and with respect to any and all Losses incurred by the Seller Indemnified Parties in connection with or arising out of (i) Buyers' or their Affiliates', or Buyers' or their Affiliates' employees', acts or omissions relating to the Leased Employees; (ii) the employment, the failure to employ or the termination of employment of any Leased Employee with respect to the Lease Period or in relation to Section 1.4 above taken by Buyers or their Affiliates or Buyers' or their Affiliates' employees, including, but not limited to, constructive termination, claims arising under any employment agreement, collective bargaining agreement, employment law or regulation, including without limitation Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Internal Revenue Code of 1986, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment Retraining and Notification Act; or claims arising under any other federal, state, or local civil rights, employee benefit, labor, contract, tort, or common law; (iii) acts or omissions of Leased Employees taken at the direction of Buyers' or their Affiliates' employees; or (iv) the negligent acts or omissions or willful misconduct of the Leased Employees taken at the direction of Buyers' or their Affiliates' employees. Buyers' indemnification obligations -4- <PAGE> under this Section 4.1 shall not extend to any Losses incurred by any of the Seller Indemnified Parties as a result of the acts or omissions of the Seller Indemnified Parties relating to the Leased Employees.

Indemnification of Sellers. Buyers The Buyer Parties shall indemnify jointly and severally indemnify, defend and hold harmless Sellers and their Affiliatesrespective directors, directorsshareholders, officers, employees, controlling personsagents, agents and representatives and their Affiliates, successors and assigns (collectively, the "Seller Indemnified Parties") harmless from and with respect to against any and all Losses incurred arising out of, resulting from or relating to (a) any breach or non-fulfilment of any covenant or agreement made by Buyers under this Agreement, (b) any inaccuracy in, misrepresentation of, or breach of the Seller Indemnified representations and warranties of the Buyer Parties contained in Article V, (c) the Assumed Liabilities, or (d) actions taken by Buyers in connection with the Purchased Assets or arising out the operation of the Business (i) Buyers' including any “Employment-related Claims” for employment-related actions, including retaliation claims made by Employees, any claims made by Employees or their Affiliates', or Buyers' or their Affiliates' employees', acts or omissions relating to the Leased Employees; (ii) the employmentformer employees concerning COBRA, the WARN Act, unemployment claim liability, any discrimination, harassment, retaliation, wrongful discharge or termination claims made by Employees or failure to employ hire claims made by Employees or the termination of employment of any Leased Employee with respect to the Lease Period or in relation to Section 1.4 above taken by Buyers or their Affiliates or Buyers' or their Affiliates' employees, including, but not limited to, constructive termination, claims arising individuals under any employment agreement, collective bargaining agreement, employment law or regulation, including without limitation Title VII of the Civil Rights Act of 1964, as amended; , the Civil Rights Act of 1991, as amended, the Family and Medical Leave Act, the Americans with Disabilities Act, as amended, the Americans with Disabilities Act Amendments, the Xxxx Xxxxxxxxx Fair Pay Act, the Fair Labor Standards Act, as amended, the Equal Pay Act, the Age Discrimination in Employment Act of 1967Act, as amended; the Internal Revenue Code of 1986Older Workers Benefit Protection Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment Retraining and Notification Act; or claims arising under , the Employee Retirement Income Security Act, the National Labor Relations Act, the Genetic Information Nondiscrimination Act, the Uniform Services Employment and Reemployment Act, any other federal anti-discrimination statutes, any applicable state statute or local law or ordinance pertaining to anti-discrimination, minimum wage, wage payment, retaliation, workers’ compensation, unlawful employment policies and/or practices, violation of federal, statestate and/or local whistleblower laws, tort actions or breach of contract claims, statutes or at common law, or local civil rights, employee benefit, labor, contract, tort, or common law; (iii) acts or omissions of Leased Employees taken at the direction of Buyers' or their Affiliates' employees; or (iv) the negligent acts or omissions or willful misconduct of the Leased Employees taken at the direction of Buyers' or their Affiliates' employees. Buyers' indemnification obligations under this Section 4.1 shall not extend to any Losses incurred by any of the Seller Indemnified Parties similar matters as a result of the acts termination of employment with KNAC INC and employment or omissions termination thereof by the US Buyer), in each case, following the Effective Time; provided, however, that the Buyer Parties shall not be so obligated to so indemnify, defend and hold harmless pursuant to this clause (d) to the extent such Losses arose out of, resulted from, or related to, (i) any breach or non-fulfilment of any covenant or agreement made by Sellers under this Agreement, or (ii) any inaccuracy in, misrepresentation of, or breach of the Seller Indemnified Parties relating to the Leased Employeesrepresentations and warranties of Sellers contained in Article IV, regardless of survival period.

Indemnification of Sellers. Subject to Sections 7.3 and 7.6 and except as to Losses with respect to which Sellers indemnify Buyer Indemnified Parties pursuant to Section 7.1 (meaning that in the event of an apparent overlap or inconsistency between the provision of Section 7.1 and Section 7.2, the provision of Section 7.1 shall prevail), Buyers shall jointly and severally indemnify and hold harmless defend Sellers and their Affiliates, Affiliates (including KNWTLLC if the Closing does not occur) and their directors, officers, employees, controlling personscontractors, agents and other representatives ("SELLER INDEMNIFIED PARTIES") against, and their successors and assigns (collectively, the "hold each Seller Indemnified Parties") Party harmless from and with respect to any and all Losses incurred by the Loss that such Seller Indemnified Parties in connection with or Party incurs, to the extent arising out of or resulting from any of the following and in each case whether known or unknown: (ia) the failure of any of the representations and warranties of either of Buyers contained in this Agreement to be true and correct as of the date made (including the Closing Date for those representations and warranties that are also made as of the Closing Date); (b) the failure of either of Buyers to perform in any material respect any covenant of such Buyer herein, in the Operating Services Agreements or in any other document executed in connection herewith; (c) any act or omission of Buyers' or , their Affiliates', representatives or Buyers' or their Affiliates' employees', acts or omissions relating to Environmental Consultants during the Leased Employees; (ii) the employment, the failure to employ or the termination of employment of any Leased Employee with respect to the Lease Period or in relation to Section 1.4 above taken by Buyers or their Affiliates or Buyers' or their Affiliates' employees, including, but not limited to, constructive termination, claims arising under any employment agreement, collective bargaining agreement, employment law or regulation, including without limitation Title VII performance of the Civil Rights Act of 1964, as amended; the Age Discrimination Environmental Assessment; (d) any act or omission reasonably taken in Employment Act of 1967, as amended; the Internal Revenue Code of 1986, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment Retraining and Notification Act; good faith by Sellers or claims arising under any other federal, state, or local civil rights, employee benefit, labor, contract, tort, or common law; (iii) acts or omissions of Leased Employees taken at the direction of Buyers' or their Affiliates' employeesBuyers pursuant to the terms of Section 2.8; or 57 (ive) the negligent acts ownership, operation or omissions or willful misconduct use of the Leased Employees taken at Gathering Assets or Transmission Assets (other than any Environmental Matter) prior to the direction of Buyers' Operations Transfer Date, to the extent a Claim is asserted with respect thereto for the first time on or their Affiliates' employees. Buyers' indemnification obligations under this Section 4.1 shall after, but not extend to any Losses incurred by any before, January 1, 2002; (f) the ownership, operation or use of the Seller Indemnified Parties Gathering Assets or Transmission Assets after the Operations Transfer Date including any Environmental Matter arising solely as a result of any event or condition occurring after, and not before, the acts or omissions Operations Transfer Date; (g) any Environmental Matter occurring with respect to operations prior to the Operations Transfer Date and that is not described in Part I of Section 3.1.6 of the Seller Indemnified Parties relating Disclosure Statement and does not constitute a Defective Environmental Condition, to the Leased Employees.extent the Claim is asserted for the first time on or after, and not before, the date for submitting an Environmental Defect Notice under Section 5.3.10(g); (h) any Environmental Matter described in Part I of Section 3.1.6 of the Disclosure Schedule after such Environmental Matter is corrected in accordance with Section 5.3.10(m), and any Third Party Property Claim arising out of any such Environmental Matter and not subject to a Claim Notice delivered to Sellers prior to two (2) years after such Environmental Matter is so corrected; (i) each Defective Environmental Condition for which Buyers assume responsibility pursuant to the second or third sentence of Section 5.3.10(j), and any Third Party Property Claim arising out of any such Defective Environmental Condition and not subject to a Claim Notice delivered to Sellers prior to January 1, 2004;