Common use of Indemnification Provisions for Benefit of Seller Clause in Contracts

Indemnification Provisions for Benefit of Seller. (a) Buyer and the Partnership shall jointly and severally indemnify and hold Seller Indemnitees harmless from and against all Adverse Consequences whatsoever arising out of or resulting from: (i) Any breach of a warranty or representation by Buyer or the Partnership contained herein (other than the Fundamental Buyer Representations) or in any other Transaction Document to the extent that and only to the extent that (A) there is an applicable survival period pursuant to Section 7.1 with respect to such warranty or representation; and (B) Seller makes a written claim for indemnification against Buyer pursuant to Section 9.6 within such survival period; (ii) Any breach of a Fundamental Buyer Representation by Buyer or the Partnership or the nonperformance by Buyer or the Partnership of any covenant or obligation to be performed by Buyer or the Partnership hereunder, other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or in any other Transaction Documents; and (iii) Any liability arising out of the ownership, conduct or operation of the Assets from and after the Closing other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or in any other Transaction Documents.

Indemnification Provisions for Benefit of Seller. (a) Buyer Purchaser agrees to indemnify Seller and the Partnership shall jointly and severally indemnify and hold its Affiliates against any Damages Seller Indemnitees harmless from and against all Adverse Consequences whatsoever suffers arising out of or resulting from: from (iw) Any breach of any Liability incurred by Seller for a warranty or representation by Buyer or the Partnership contained herein (other than the Fundamental Buyer Representations) or in severance payment to any other Transaction Document Transferred Business Employee to the extent that and only such Liability results from the failure of Purchaser to offer a benefit package that is comparable to the extent that (A) there is an applicable survival period pursuant to Section 7.1 benefit package maintained by Seller with respect to such warranty employee, (x) the Assumed Liabilities, (y) any other obligation or representation; liability of the Business of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising with respect to periods on or after the Closing, including, without limitation, with respect to employee benefit plans, practices and arrangements of the Purchaser and with respect to all compensation accruing on and after the Closing Date with respect to Transferred Business Employees (Bother than Excluded Liabilities) or (z) Purchaser's breach of any of its representations, warranties or covenants contained in this Agreement or any certificate delivered by Purchaser pursuant to this Agreement and provided that, as to any claim for breach of representations or warranties, Seller makes a written claim for indemnification against Buyer pursuant to Section 9.6 Purchaser within such the applicable survival period; (ii) Any breach of a Fundamental Buyer Representation by Buyer or the Partnership or the nonperformance by Buyer or the Partnership of any covenant or obligation to . Nothing in this Section 13.3 shall be performed by Buyer or the Partnership hereunder, other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or construed in any other Transaction Documents; and (iii) Any liability arising out way to limit or diminish the representations and warranties of the ownership, conduct or operation of the Assets from and after the Closing other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or in any other Transaction DocumentsArticle IV hereof.

Indemnification Provisions for Benefit of Seller. (a) Buyer Purchaser agrees to indemnify Seller and the Partnership shall jointly and severally indemnify and hold its Affiliates against any Damages Seller Indemnitees harmless from and against all Adverse Consequences whatsoever suffers arising out of or resulting from: from (iw) Any breach of any Liability incurred by Seller for a warranty or representation by Buyer or the Partnership contained herein (other than the Fundamental Buyer Representations) or in severance payment to any other Transaction Document Transferred Business Employee to the extent that and only such Liability results from the failure of Purchaser to offer a benefit package that is comparable to the extent that (A) there is an applicable survival period pursuant to Section 7.1 benefit package maintained by Seller with respect to such warranty employee, (x) the Assumed Liabilities, (y) any other obligation or representation; liability of the Business of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising with respect to periods on or after the Closing, including, without limitation, with respect to employee benefit plans, practices and arrangements of the Purchaser and with respect to all compensation accruing on and after the Closing Date with respect to Transferred Business Employees (Bother than Excluded Liabilities) or (z) Purchaser's breach of any of its representations, warranties or covenants contained in this Agreement or any certificate delivered by Purchaser pursuant to this Agreement and provided that, as to any claim for breach of representations or warranties, Seller makes a written claim for indemnification against Buyer pursuant to Section 9.6 Purchaser within such the applicable survival period; (ii) Any breach of a Fundamental Buyer Representation by Buyer or the Partnership or the nonperformance by Buyer or the Partnership of any covenant or obligation to . Nothing in this SECTION 13.3 shall be performed by Buyer or the Partnership hereunder, other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or construed in any other Transaction Documents; and (iii) Any liability arising out way to limit or diminish the representations and warranties of the ownership, conduct or operation of the Assets from and after the Closing other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or in any other Transaction DocumentsARTICLE IV hereof.

Indemnification Provisions for Benefit of Seller. (a) The Buyer and the Partnership Parties shall jointly and severally indemnify and hold Seller Indemnitees harmless from and against all Adverse Consequences whatsoever arising out of or resulting from: (i) Any breach of a warranty or representation by any Buyer or the Partnership Party contained herein (other than the Fundamental Buyer Representations) or in any other Transaction Document to the extent that and only to the extent that (A) there is an applicable survival period pursuant to Section 7.1 6.1 with respect to such warranty or representation; and (B) Seller makes a written claim for indemnification against the Buyer Parties pursuant to Section 9.6 8.6 within such survival period; (ii) Any breach of a Fundamental Buyer Representation by any Buyer or the Partnership Party or the nonperformance by any Buyer or the Partnership Party of any covenant or obligation to be performed by such Buyer or the Partnership Party hereunder, other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or in any other Transaction Documents; and (iii) Any liability arising out of the ownership, conduct or operation of the Assets from and after the Closing other than with respect to Adverse Consequences arising as a result of a breach by Seller of any warranty, representation, covenant or obligation contained herein or in any other Transaction Documents.