Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. (a) Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), the Purchaser, the Company and their respective representatives, successors and permitted assigns (the “Purchaser Indemnitees”) shall be indemnified, defended and held harmless by the Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Purchaser Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Sellers or the Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Sellers or the Company to the Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Sellers or the Company contained in this Agreement; (iii) [intentionally omitted]; (iv) costs in excess of $120,000 incurred by the Company in payment of, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out of events occurring prior to the Closing Date. (b) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which a Purchaser Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such words.

Indemnification of the Purchaser. (a) Subject From and after the Closing, subject to the terms and conditions provisions of this Article VII (including without limitation the limitations set forth in Section 7.4)13, the PurchaserSeller agrees to defend, indemnify and hold harmless the Company Purchaser and its respective Affiliates and their respective representativesofficers, directors, agents, employees and representatives and the respective successors and permitted assigns of each of the foregoing (collectively, the “Purchaser Indemnitees”), against and in respect of any costs, damages (at law or in equity), fines, penalties, settlement awards, losses, expenses, claims, obligations or other liabilities (including reasonable legal, expert witness and other expenses incurred in investigating and defending or enforcing any claims or Actions) shall be indemnified(collectively, defended and held harmless “Losses”), incurred or suffered by the Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Purchaser Indemnitee by reason of, Indemnitees arising out of or resulting from: (ia) the inaccuracy or a breach of any representation or warranty of the Sellers representations or warranties made by the Company contained Seller in Section 4 of this Agreement or made in the certificate delivered pursuant to this Agreement, any Schedule or any certificate delivered by the Sellers or the Company to the Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the ClosingSection 7.4; (iib) the non-fulfillment or a breach of any covenant or agreement of the Sellers covenants or agreements made or to be performed by the Company contained in Seller or Guarantor pursuant to this Agreement; (iiic) [intentionally omitted]any Condition (including any Condition listed on Schedule 13.2(c)) on, in, under or migrating from the Owned Real Property or Leased Real Property existing prior to or as of the Closing Date for which there is an affirmative legal obligation of Seller or Purchaser under any Environmental Law to perform Remediation or to correct a violation of Environmental Law; (ivd) costs any violation of Environmental Law in excess respect of $120,000 incurred by the Company in payment ofoperation of the Packaged Gas Business occurring prior to, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out as of events occurring prior to the Closing Date.; (be) As used any failure to comply with the “bulk sales” laws applicable to the transactions contemplated by this Agreement or the Transaction Documents; or (f) the Excluded Liabilities. The obligations of the Seller hereunder shall bind the successors and assigns of the Seller, including any acquiror of all or substantially all of its assets.. For all purposes of this Section 13.2, a breach of the Seller’s representations and warranties, except with respect to the representations and warranties contained in this Article VIIthe first sentence of Section 4.10, shall be determined without regard to any limitation or qualification as to “materiality”, “material”, “materially” or “Business Material Adverse Effect” set forth in such representation or warranty. For the avoidance of doubt, the term “LossesMaterial” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs in the definition names of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which a Purchaser Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Business Material Adverse Effect”, “Material Contracts”, “Material Customers” and “Material Permits” shall not be disregarded (i.e., “Material Contracts” shall not be deemed made or given without such qualification and without giving effect to such words“Contracts”).

Indemnification of the Purchaser. (a) Subject From and after the Closing, subject to the provisions of this Section 13 and subject to the terms of any subsequent agreement entered into between the Guarantor and/or its Affiliates and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), the Purchaser, the Company Sellers agree to defend, indemnify and hold harmless the Purchaser and its respective Affiliates and their respective representativesofficers, directors, agents, employees and representatives and the respective successors and permitted assigns of each of the foregoing (collectively, the “Purchaser Indemnitees”), against and in respect of any costs, damages (at law or in equity), fines, penalties, settlement awards, losses, expenses, claims, obligations or other liabilities (including reasonable legal, expert witness and other expenses incurred in investigating and defending or enforcing any claims or Actions) shall be indemnified(collectively, defended and held harmless “Losses”), incurred or suffered by the Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Purchaser Indemnitee by reason of, Indemnitees arising out of or resulting from: (ia) the inaccuracy or a breach of any representation or warranty of the representations or warranties made by the Sellers in Section 4 of this Agreement or in the Company contained in or made certificate delivered pursuant to this Agreement, Section 7.4; (b) a breach of any Schedule of the covenants or any certificate delivered agreements made or to be performed by the Sellers or the Company to the Purchaser Guarantor pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Sellers or the Company contained in this Agreement; (iiic) [intentionally omitted]any Condition (including any Condition listed on Schedule 13.2(c)) on, in, under or migrating from the Owned Real Property or Leased Real Property existing prior to or as of the 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; (ivd) costs any violation of Environmental Law in excess respect of $120,000 incurred by the Company in payment ofoperation of the Bulk Gas Business occurring prior to, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out as of events occurring prior to the Closing Date.; (be) As used in this Article VII, any failure to comply with the term “Lossesbulk sales” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made laws applicable to the transactions contemplated by third parties or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which a Purchaser Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such wordsthe Transaction Documents; or (f) the Excluded Liabilities.

Indemnification of the Purchaser. (a) Subject to Section 9.03 and Section 9.06, the terms Selling Parties severally shall indemnify and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), hold harmless the Purchaser, current and future Affiliates of the Company Purchaser (including, following the Closing, Medfusion and their respective representativesthe Subsidiaries) and persons serving as officers, successors and permitted assigns directors, stockholders, partners, members, agents, representatives or employees thereof (individually, a “Purchaser Indemnified Party” and, collectively, the “Purchaser IndemniteesIndemnified Parties”) shall be indemnified, defended and held harmless by the Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Purchaser Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Sellers or the Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Sellers or the Company to the Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Sellers or the Company contained in this Agreement; (iii) [intentionally omitted]; (iv) costs in excess of $120,000 incurred by the Company in payment of, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out of events occurring prior to the Closing Date. (b) As used in this Article VII, the term “Losses” shall include all lossesdamages, liabilities, damageslosses, judgments, awards, ordersfines, penalties, settlementsTaxes, costs and expenses (including, without limitation, interest, penalties, court costs and including reasonable legal fees and expensesexpenses of counsel) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments (whether or not made arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) (collectively, the “Losses”) that may be sustained or suffered by third parties any of them arising out of or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount in connection with (a) any breach of any Losses warranty or the inaccuracy of any representation of the Companies or any Selling Party under this Agreement or in any certificate delivered pursuant hereto, or by reason of any Action asserted or instituted arising out of any matter or thing constituting a breach of such representations or warranties; (b) any breach by the Companies, or any Selling Party of any of their respective covenants, or any failure of the Companies, any Selling Member or Selling Party Representative to perform any of its respective obligations thereunder; (c) any Transaction Expenses or Company Indebtedness that remain unsatisfied as of the Closing Date; (d) any breach by the Companies or any Selling Party of any of the Tax Covenants, or any failure of the Companies, any Selling Party or Selling Party Representative to perform any of its obligation under the Tax Covenants; (e) any Excluded Liability; and not (f) any matter referred to in Section 4.08 of the Disclosure Schedule or by reason of any Action asserted or instituted arising out of any such matter provided that indemnification under this subparagraph (f) shall terminate and expire on the date that is three (3) years after the Closing Date other than for determining any breach) for which a Purchaser Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms Claim (as defined below) made before such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such wordsdate.

Indemnification of the Purchaser. (a) Subject The Seller and each of the Members hereby agrees, jointly and severally (except as limited below with respect to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4Xxxx Xxxxxx), to indemnify and hold harmless the Purchaser, the Company and their its respective representativesofficers, successors directors, stockholders and permitted assigns (the “Purchaser Indemnitees”) shall be indemnified, defended affiliates against any and held harmless by the Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Purchaser Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Sellers or the Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Sellers or the Company to the Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Sellers or the Company contained in this Agreement; (iii) [intentionally omitted]; (iv) costs in excess of $120,000 incurred by the Company in payment of, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out of events occurring prior to the Closing Date. (b) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, judgmentsdemands, awardsclaims, orderssuits, penaltiesactions, settlementsjudgments or causes of action, assessments, costs and expenses (expenses, including, without limitation, interest, penalties, court costs attorneys' fees, any and reasonable legal fees all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and expensesany 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) including those as a result of or arising from any demandsinaccuracy in or breach or nonfulfillment of any of the representations, claimswarranties, suitscovenants, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not agreements made by third parties the Seller or whether 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 not ultimately determined the Disclosure Letter, any Purchaser Damages arising from the operation of the ITC Business prior to be valid. Solely for the purpose Time of determining Closing, or arising out of the amount 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 Losses 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." (and not for determining any breachb) for which a 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 Indemnitee may 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 indemnification offset as payment for such Purchaser Damages any portion or all of any Earnout Payment pursuant to Article VIISection 3.5 hereof, any representation or warranty contained in this Agreement provided that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” no offset shall be deemed made or given without such qualification from Earnout Payments due and without giving effect to such wordspayable after November 30, 2000.

Indemnification of the Purchaser. (a) Subject The Seller and each of the Members hereby agrees, jointly and severally to the terms indemnify and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), hold harmless the Purchaser, the Company and their its respective representativesofficers, successors directors, stockholders and permitted assigns (the “Purchaser Indemnitees”) shall be indemnified, defended affiliates against any and held harmless by the Sellers, but, except as otherwise provided for herein, only to the extent of the Indemnity Escrow Funds, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Purchaser Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of the Sellers or the Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Sellers or the Company to the Purchaser pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Sellers or the Company contained in this Agreement; (iii) [intentionally omitted]; (iv) costs in excess of $120,000 incurred by the Company in payment of, or reasonably reserved by the Company for the payment of, workers’ compensation claims arising out of events occurring prior to the Closing Date. (b) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, judgmentsdemands, awardsclaims, orderssuits, penaltiesactions, settlementsjudgments or causes of action, assessments, costs and expenses (expenses, including, without limitation, interest, penalties, court costs attorneys' fees, any and reasonable legal fees all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and expensesany 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) including those as a result of or arising from any demandsinaccuracy in or breach or nonfulfillment of any of the representations, claimswarranties, suitscovenants, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not agreements made by third parties the Seller or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which a Purchaser Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained Members in this Agreement that is qualified by a term or terms such Agreement; or (ii) except as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and 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 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 wordsPurchaser 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.