Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. (a) The Seller and each of the Members hereby agrees, jointly and severally (except as limited below with respect to ▇▇▇▇ ▇▇▇▇▇▇), to indemnify and hold harmless the Purchaser, and its respective officers, directors, stockholders and affiliates against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Purchaser Damages"), asserted against, resulting from, imposed upon, or incurred or suffered by the Purchaser, or its respective officers, directors, stockholders or affiliates directly or indirectly, (i) as a result of or arising from any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants, or agreements made by the Seller or the Members in this Agreement; or (ii) except as specifically set forth on Schedule 2.1, without ------------ giving effect to any of the disclosures set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter, any Purchaser Damages arising from the operation of the ITC Business prior to the Time of Closing, or arising out of the Seller's status as employer of current or former employees of Seller, or as a result of failure to comply with the requirements of the "bulk sales" laws of any jurisdiction applicable to the sale of the Assets to Purchaser. All of the claims described in Sections 8.2(a)(i) and 8.2(a)(ii) shall be referred to as "Purchaser Indemnifiable Claims." (b) Subject in all cases to the limitations upon survival of claims as set forth in Section 8.1(a), with respect to the payment of such Purchaser Damages owed by the Members to the Purchaser or its officers, directors or affiliates, the Members agree that the Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all of any Earnout Payment pursuant to Section 3.5 hereof, provided that no offset shall be made from Earnout Payments due and payable after November 30, 2000.

Indemnification of the Purchaser. (a) The Seller Subject to the limitations set out in Section 8.5 hereof, the Seller, Parent and each of the Members hereby agreesShareholders, jointly and severally (except as limited below with respect severally, agree to ▇▇▇▇ ▇▇▇▇▇▇)defend, to indemnify and hold harmless the Purchaser, its affiliates, and its the respective officers, directors, stockholders employees, agents and affiliates representatives (each a “Purchaser Indemnitee”) harmless from and against any and all lossesclaims, demands, suits, losses (including diminution in value), liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, judgments, costs and expenses (but in the case of internal costs and expenses, includingspecifically excluding overhead), without limitation, interest, penalties, including reasonable attorneys' fees, any and all expenses ’ fees (both those incurred in investigating, preparing, connection with the defense or defending against any litigation, commenced or threatened, or any prosecution of the indemnifiable claim whatsoever, and any and all amounts paid those incurred in settlement connection with the enforcement of any claim or litigation this provision) (collectively, "Purchaser Damages"“Losses”), asserted againstcaused by, resulting from, imposed upon, from or incurred or suffered by the Purchaser, or its respective officers, directors, stockholders or affiliates directly or indirectly,arising out of: (ia) as a result of or arising from any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants, warranties or agreements covenants made by the Seller in or pursuant to this Agreement or any Transaction Document, or the Members in this Agreement; orfailure of such representations and warranties to be true and correct; (iib) except as specifically set forth on Schedule 2.1, without ------------ giving effect to any of the disclosures set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter, any Purchaser Damages arising from the operation of the ITC Business prior to the Time of Closing, or Liability arising out of the Seller's status as employer of current ownership or former employees of Seller, or as a result of failure to comply with the requirements of the "bulk sales" laws of any jurisdiction applicable to the sale operation of the Assets prior to Purchaser. All of the claims described in Sections 8.2(a)(i) and 8.2(a)(ii) shall be referred to as "Purchaser Indemnifiable Claims."Effective Time other than the Assumed Liabilities; (bc) Subject in all cases any Retained Liability; (d) the assertion by any taxing authority against the Assets or the Business of any liability for taxes, assessments, fees, charges, additions to tax, interest or penalties, federal, state, local, foreign or other relating to a period or event prior to and through the limitations upon survival Effective Time, or the imposition of claims as set forth in Section 8.1(a)any Encumbrance (other than a Permitted Encumbrance) arising therefrom against the Assets or the Business or which attach thereto; and (e) any past, present or future claim with respect to the payment of such Purchaser Damages owed to, and any obligation or Liability or loss relating to: (i) any activity or transaction by the Members Seller that is or was, or is or was alleged to the Purchaser be, prohibited by or its officers, directors or affiliates, the Members agree that the Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all violation of any Earnout Payment pursuant U.S. Export Control or Import Law, including the failure to register or renew any registration required by the International Traffic in Arms Regulations and (ii) the matters identified on Schedule 3.6 or required by Section 3.5 hereof3.6 to be identified thereon, provided that no offset shall be made from Earnout Payments due and payable after November 30, 2000all current or future matters reasonably related thereto or an extension thereof.

Indemnification of the Purchaser. (a) The Seller Except with respect to liabilities assumed by the Purchaser pursuant to Section 3.1 hereof and each of subject to Sections 8.4.3, 8.16 and 11.8 hereof, the Members hereby agreesSellers, Clare, TUG NY and the Selling Shareholders shall jointly and severally (except as limited below with respect to ▇▇▇▇ ▇▇▇▇▇▇), to indemnify the Purchaser for and hold it harmless the Purchaser, and its respective officers, directors, stockholders and affiliates against any and all lossescosts, liabilitiesexpenses, claims, damages, demandslawsuits, claimsattorneys', suitsaccountants' and other professional fees, losses, deficiencies, assessments, administrative orders, fines, penalties, actions, judgments proceedings, judgments, liabilities and obligations of any kind or causes description (a "Claim") asserted against, incurred, or required to be paid by the Purchaser (regardless of actionwhen asserted or by whom), assessmentsassociated with or arising, costs and expenses, including, without limitation, interest, penalties, attorneys' fees, from (i) any and all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, Excluded Liabilities and any and all amounts paid in settlement liabilities, obligations and commitments of the Sellers, Clare, TUG NY and/or the Selling Shareholders not expressly assumed by or disclosed to the Purchaser hereunder, (ii) any breach by the Sellers, Clare, TUG NY or the Selling Shareholders of any claim representation, warranty or litigation covenant contained in this Agreement, (collectivelyiii) the failure of the Sellers, Clare, TUG NY and/or the Selling Shareholders to perform any other obligation imposed on such entity or person by this Agreement, and (iv) any employee benefit plan or policy maintained by or on behalf of the Sellers, Clare, TUG NY and/or the Selling Shareholders, including any obligation under Section 8.3, at any time prior to the Closing Date, regardless of whether such Claim is asserted before or after the Closing Date and regardless of when the Claim arose. (b) In the event any director, officer, employee, agent or representative of the Purchaser ("Purchaser DamagesRepresentative")) is subject to a Claim which, if asserted againstagainst the Purchaser, resulting fromwould entitle the Purchaser to indemnification in accordance with Section 8.4.1(a) hereof, imposed uponsuch Purchaser Representative or, to the extent that such Purchaser Representative's liabilities, obligations or incurred or suffered costs in connection with such Claim have been borne by the Purchaser, or its respective officers, directors, stockholders or affiliates directly or indirectly, (i) as a result of or arising from any inaccuracy in or breach or nonfulfillment of any of then the representations, warranties, covenants, or agreements made Purchaser shall be indemnified by the Seller or the Members Sellers in this Agreement; or (iiaccordance with Section 8.4.1(a) except as specifically set forth on Schedule 2.1, without ------------ giving effect to any of the disclosures set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter, any Purchaser Damages arising from the operation of the ITC Business prior to the Time of Closing, or arising out of the Seller's status as employer of current or former employees of Seller, or as a result of failure to comply with the requirements of the "bulk sales" laws of any jurisdiction applicable to the sale of the Assets to Purchaser. All of the claims described in Sections 8.2(a)(i) and 8.2(a)(ii) shall be referred to as "Purchaser Indemnifiable Claims." (b) Subject in all cases to the limitations upon survival of claims as set forth in Section 8.1(a), with respect to the payment of such Purchaser Damages owed by the Members to the Purchaser or its officers, directors or affiliates, the Members agree that the Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all of any Earnout Payment pursuant to Section 3.5 hereof, provided that no offset a final determination has been made that such Purchaser Representative has not intentionally violated law or acted outside the scope of his/her authority in connection with such Purchaser Representative's duties, in which event neither the Purchaser nor such Purchaser Representative, as the case may be, shall be made from Earnout Payments due indemnified pursuant to this Section 8.4.1(b). (c) Purchaser shall not be entitled to indemnification under this Section 8.4.1, unless and payable after November 30until the aggregate amount of all Purchaser's Claims exceeds an aggregate amount equal to $100,000 (the "Sellers' Basket Amount"). If Purchaser's Claims exceed the Sellers' Basket Amount, 2000then the Purchaser shall be entitled to recover the full amount of such Purchaser's Claims without regard to the Sellers' Basket Amount. (d) Subject to the insurer's maintaining its right of recourse or contribution against a person who has caused an injury or damage, the amount of any Claims for which indemnification is provided under this Section 8.4.1 shall be net of any amounts recovered or recoverable by the Purchaser under insurance policies with respect to such Claim.

Indemnification of the Purchaser. (a) The Seller Debtor shall indemnify the Purchaser and each of its Subsidiaries and its Affiliates, successors and assigns (collectively, the Members hereby agrees, jointly and severally (except as limited below with respect to ▇▇▇▇ ▇▇▇▇▇▇), to indemnify "Indemnified Parties") and hold each of the Indemnified Parties harmless the Purchaser, from and its respective officers, directors, stockholders and affiliates defend them each against any and all actions, suits, proceedings, demands, judgments, losses, costs, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs damages and expenses, including, without limitationbut not limited to, interest, penalties, reasonable out-of-pocket attorneys' fees, any and all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, accountants' fees and any and all amounts paid in settlement of any claim or litigation disbursements (collectively, "Purchaser Damages"), asserted against, resulting from, imposed upon, from or incurred or suffered by the Purchaser, or its respective officers, directors, stockholders or affiliates directly or indirectly, arising out of (i) as a result of or arising from any inaccuracy in or material breach or nonfulfillment inaccuracy of any of the representations, warranties, covenants, covenants or agreements made by of the Seller or the Members Debtor set forth in this Agreement; or Agreement or in any exhibit, schedule or other document delivered pursuant hereto, (ii) except as specifically set forth the performance of any service or the sale of any product prior to the Closing by the Debtor, (iii) the Debtor's ownership and operation of the Business, the Purchased Assets or the Business Real Estate on Schedule 2.1or prior to the Closing Date, without ------------ giving effect (iv) any liability to any third Person under any Environmental Law arising out of any act or occurrence prior to the Closing Date relating to any of the disclosures set forth Purchased Assets, the Business or the Business Real Estate, (v) the non-compliance with ERISA in any respect by the Debtor or any Affiliate of the Debtor, (vi) any liability of the Debtor to any taxing authority or unemployment commission or agency, (vii) any claim made against the Purchaser in respect of any failure to comply with any "bulk sales" law applicable to the transactions contemplated by this Agreement, any accompanying scheduleincluding, exhibitbut not limited to, certificate or the Disclosure Letter, any Purchaser Damages arising from the operation Section 22(c) of the ITC Business prior to the Time of Closing, or arising out New Jersey State Sales and Use Tax Act and Section 15 of the Seller's status as employer of current or former employees of SellerNew Jersey Business Personal Property Tax Act, or (viii) any liability under the WARN Act as a result of failure to comply with the requirements transactions contemplated hereby and by the Employee Leasing Agreement, (ix) the Purchaser's claim or defense of any claim, in each case resolved in favor of the "bulk sales" laws Purchaser, regarding the amounts held in the escrow account established pursuant to the Employee Leasing Agreement, which dispute arises prior to or after the filing of any jurisdiction applicable to voluntary or involuntary bankruptcy by the sale Debtor; and (x) any liability of the Assets Debtor not expressly assumed by the Purchaser pursuant to Purchaser. All this Agreement; provided, however, that the Debtor shall have no obligation to indemnify any of the claims described Indemnified Parties for any Damages related to any decrease in Sections 8.2(a)(i) and 8.2(a)(ii) shall be referred to as "Purchaser Indemnifiable Claimsthe value of the Purchased Assets after the Closing Date." (b) Subject in all cases to the limitations upon survival of claims as set forth in Section 8.1(a), with respect to the payment of such Purchaser Damages owed by the Members to the Purchaser or its officers, directors or affiliates, the Members agree that the Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all of any Earnout Payment pursuant to Section 3.5 hereof, provided that no offset shall be made from Earnout Payments due and payable after November 30, 2000.

Indemnification of the Purchaser. (a) The Seller and each of the Members hereby agrees, Sellers will jointly and severally (except as limited below with respect to ▇▇▇▇ ▇▇▇▇▇▇), to indemnify and hold harmless the Purchaser, Purchaser and its respective representatives, stockholders, employees, officers, directors, stockholders controlling persons, and affiliates against (collectively, the "Purchaser Indemnified Persons") for, and will pay and reimburse to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and all lossesdefense and reasonable attorneys' expenses and fees) or diminution of value, liabilitieswhether or not involving a third-party claim (collectively, damages"Damages"), demandsarising, claimsdirectly or indirectly, suitsfrom or in connection with: (a) any breach of any representation or warranty made by the Sellers in this Agreement, actionsthe Schedules, judgments any supplements to the Schedules, or causes any other certificate or document delivered by the Sellers pursuant to this Agreement; (b) any breach by the Sellers of actionany covenant or obligation of the Sellers in this Agreement, assessmentsthe Schedules, costs and expensesany supplements to the Schedules, or any other certificate or document delivered by the Sellers pursuant to this Agreement; (c) the claims of any broker, finder, or similar person engaged by the Sellers in connection with any of the transactions contemplated hereby; or (d) without in any manner limiting the foregoing, Damages which arise from the operation of the Subsidiary's business, or from the ownership or condition of the Assets by Parent or the Subsidiary during any period or periods on or prior to the Closing Date or which arise otherwise out of or in relation to the Assets on or prior to the Closing Date, including, without limitation, interestproduct liability or warranty. Notwithstanding anything to the contrary herein, penaltiesthe Sellers, attorneys' feesjointly and severally, any will indemnify and all expenses incurred in investigating, preparing, or defending hold harmless the Purchaser Indemnified Persons from and against any litigationDamages arising, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Purchaser Damages"), asserted against, resulting from, imposed upon, or incurred or suffered by the Purchaser, or its respective officers, directors, stockholders or affiliates directly or indirectly, , from or in connection with the failure of the Sellers to make any tax filing in any jurisdiction or the failure of the Sellers to pay any employment tax or transfer tax, including any sales, use and other taxes, mandatory payments and charges (i) as a result if such failure to file or pay relates to any period on or prior to May 31, 2002, or is attributable to the failure of Sellers to pay the taxes provided for in Section 8.11). Such indemnification obligation shall not be limited in time. The remedies provided in this Section 7.2 will not be exclusive of or arising from limit any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants, or agreements made by the Seller or the Members in this Agreement; or (ii) except as specifically set forth on Schedule 2.1, without ------------ giving effect to any of the disclosures set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter, any Purchaser Damages arising from the operation of the ITC Business prior to the Time of Closing, or arising out of the Seller's status as employer of current or former employees of Seller, or as a result of failure to comply with the requirements of the "bulk sales" laws of any jurisdiction applicable to the sale of the Assets to Purchaser. All of the claims described in Sections 8.2(a)(i) and 8.2(a)(ii) shall other remedies that may be referred to as "Purchaser Indemnifiable Claims." (b) Subject in all cases to the limitations upon survival of claims as set forth in Section 8.1(a), with respect to the payment of such Purchaser Damages owed by the Members available to the Purchaser or its officers, directors or affiliates, the Members agree that the other Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all of any Earnout Payment pursuant to Section 3.5 hereof, provided that no offset shall be made from Earnout Payments due and payable after November 30, 2000Indemnified Persons.

Indemnification of the Purchaser. (a) The Seller From and each after the Closing, subject to the provisions of this Section 13 and subject to the Members hereby agreesterms of any subsequent agreement entered into between the Guarantor and/or its Affiliates and the Purchaser, jointly and severally (except as limited below with respect the Sellers agree to ▇▇▇▇ ▇▇▇▇▇▇)defend, to indemnify and hold harmless the Purchaser, Purchaser and its respective Affiliates and their respective officers, directors, stockholders agents, employees and affiliates representatives and the respective successors and permitted assigns of each of the foregoing (collectively, the “Purchaser Indemnitees”), against and in respect of any and all costs, damages (at law or in equity), fines, penalties, settlement awards, losses, liabilities, damages, demandsexpenses, claims, suitsobligations or other liabilities (including reasonable legal, actions, judgments or causes of action, assessments, costs expert witness and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all other expenses incurred in investigating, preparing, investigating and defending or defending against enforcing any litigation, commenced claims or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation Actions) (collectively, "Purchaser Damages"“Losses”), asserted against, resulting from, imposed upon, or incurred or suffered by the Purchaser, Purchaser Indemnitees arising out of or its respective officers, directors, stockholders or affiliates directly or indirectly,resulting from: (ia) as a result of or arising from any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants, representations or warranties made by the Sellers in Section 4 of this Agreement or in the certificate delivered pursuant to Section 7.4; (b) a breach of any of the covenants or agreements made or to be performed by the Seller Sellers or the Members in Guarantor pursuant to this Agreement; or; (iic) except as specifically set forth any Condition (including any Condition listed on Schedule 2.113.2(c)) on, without ------------ giving effect in, under or migrating from the Owned Real Property or Leased Real Property existing prior to any or as of the disclosures set forth Closing Date for which there is an affirmative legal obligation of Sellers or Purchaser under any Environmental Law to perform Remediation or to correct a violation of Environmental Law; (d) any violation of Environmental Law in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter, any Purchaser Damages arising from respect of the operation of the ITC Bulk Gas Business occurring prior to the Time of Closing, or arising out of the Seller's status as employer of current or former employees of Sellerto, or as a result of the Closing Date; (e) any failure to comply with the requirements of the "“bulk sales" ” laws of any jurisdiction applicable to the sale of transactions contemplated by this Agreement or the Assets to Purchaser. All of the claims described in Sections 8.2(a)(i) and 8.2(a)(ii) shall be referred to as "Purchaser Indemnifiable Claims."Transaction Documents; or (bf) Subject in all cases to the limitations upon survival of claims as set forth in Section 8.1(a), with respect to the payment of such Purchaser Damages owed by the Members to the Purchaser or its officers, directors or affiliates, the Members agree that the Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all of any Earnout Payment pursuant to Section 3.5 hereof, provided that no offset shall be made from Earnout Payments due and payable after November 30, 2000Excluded Liabilities.

Indemnification of the Purchaser. (a) The Seller and each of the Members hereby agrees, jointly and severally (except as limited below with respect to ▇▇▇▇ ▇▇▇▇▇▇), to indemnify and hold harmless the Purchaser, and its respective officers, directors, stockholders and affiliates against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Purchaser Damages"), asserted against, resulting from, imposed upon, or incurred or suffered by the Purchaser, or its respective officers, directors, stockholders or affiliates directly or indirectly, (i) as a result of or arising from any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants, or agreements made by the Seller or the Members in this Agreement; or (ii) except as specifically set forth on Schedule 2.1, without ------------ giving effect to any of the disclosures set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter, any Purchaser Damages arising from the operation of the ITC Huntington Business prior to the Time of Closing, or arising out of the Seller's status as employer of current or former employees of Seller, or as a result of failure to comply with the requirements of the "bulk sales" laws of any jurisdiction applicable to the sale of the Assets to Purchaser. All of the claims described in Sections 8.2(a)(i) and 8.2(a)(ii) shall be referred to as "Purchaser Indemnifiable Claims." (b) Subject in all cases to the limitations upon survival of claims as set forth in Section 8.1(a), with respect to the payment of such Purchaser Damages owed by the Members to the Purchaser or its officers, directors or affiliates, the Members agree that the Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Purchaser Damages any portion or all of any Earnout Payment pursuant to Section 3.5 hereof, provided that no offset shall be made from Earnout Payments due and payable after November 30, 2000.