Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard to any "materiality" or "Material Adverse Effect" exception contained therein), or in the event of a breach of any covenants of the Seller contained herein, or in the event the Equity Deficiency determined from the Pre-Closing Balance Sheet is determined to have been understated, then the Seller agrees to indemnify, defend and hold harmless the Buyer, together with the Surviving Corporation, and their respective officers, directors, employees, successors and assigns (collectively, the" Buyer Indemnified Parties") from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) (collectively, "Adverse Consequences") any of the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by such failure of such representation and warranty to be true and correct or by such breach or understatement.

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard a) Subject to any "materiality" or "Material Adverse Effect" exception contained therein)Section 6.1, or in the event of a breach of any covenants of the Seller contained herein, or in the event the Equity Deficiency determined from Seller or the Pre-Closing Balance Sheet Stockholders breaches any of its respective representations, warranties, and covenants contained in this Agreement, and, if there is determined an applicable survival period pursuant to have been understatedSection 6.1 above, provided that the Buyer makes a written claim for indemnification against the Seller and the Stockholders pursuant to Section 8.6 below within such survival period, which written claim shall, to the extent possible, specifically identify the basis for indemnification and any relevant facts forming the basis for such claim, then the Seller agrees and the Stockholders agree to indemnify, defend indemnify the Buyer and hold harmless any affiliate of the Buyer, together with the Surviving Corporation, and their respective officers, directors, employees, successors and assigns (collectively, the" Buyer Indemnified Parties") from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses Adverse Consequences (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counselas defined below) (collectively, "Adverse Consequences") any the Buyer or such affiliate of the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such affiliate of the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such failure the breach. For purposes of such representation this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and warranty to be true fees, including court costs and correct or by such breach or understatementattorneys' fees and expenses.

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard a) Subject to any "materiality" or "Material Adverse Effect" exception contained therein)Section 6.1, or in the event of a breach of any covenants of the Seller contained herein, or in the event the Equity Deficiency determined from Seller or the Pre-Closing Balance Sheet Stockholder breaches any of its or his respective representations, warranties, and covenants contained in this Agreement, and, if there is determined an applicable survival period pursuant to have been understatedSection 6.1 above, provided that the Buyer makes a written claim for indemnification against the Seller and the Stockholder pursuant to Section 8.6 below within such survival period, which written claim shall, to the extent possible, specifically identify the basis for indemnification and any relevant facts forming the basis for such claim, then the Seller agrees and the Stockholder agree to indemnify, defend and hold harmless indemnify the Buyer, together with the Surviving Corporation, and their respective officers, directors, employees, successors and assigns (collectively, the" Buyer Indemnified Parties") from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses Adverse Consequences (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counselas defined below) (collectively, "Adverse Consequences") any of the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such affiliate of the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such failure the breach. For purposes of such representation this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and warranty to be true fees, including court costs and correct or by such breach or understatementattorneys’ fees and expenses.

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard a) Subject to any "materiality" or "Material Adverse Effect" exception contained therein)Section 6.1, or in the event of a breach of any covenants of the Seller contained herein, or in the event the Equity Deficiency determined from Seller or Xxxxx Xxxxxxx breaches any of its or her respective representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 6.1 above, provided that the Pre-Closing Balance Sheet is determined Buyer makes a written claim for indemnification against the Seller and the Members pursuant to have been understatedSection 8.6 below within such survival period, which written claim shall, to the extent possible, specifically identify the basis for indemnification and any relevant facts forming the basis for such claim, then the Seller agrees and the Members agree to indemnify, defend and hold harmless indemnify the Buyer, together with the Surviving Corporation, and their respective officers, directors, employees, successors and assigns (collectively, the" Buyer Indemnified Parties") from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses Adverse Consequences (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counselas defined below) (collectively, "Adverse Consequences") any of the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such affiliate of the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such failure the breach. For purposes of such representation this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and warranty to be true fees, including court costs and correct or by such breach or understatementattorneys’ fees and expenses.

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard a) Subject to any "materiality" or "Material Adverse Effect" exception contained therein)Section 6.1, or in the event of a breach of any covenants of the Seller contained hereinSection 6.4 and Section 6.7, or in the event the Equity Deficiency determined from Seller or the Pre-Closing Balance Sheet Stockholders breaches any of its or their respective representations, warranties, and covenants contained in this Agreement, and, if there is determined an applicable survival period pursuant to have been understatedSection 6.1 above, provided that the Buyer makes a written claim for indemnification against the Seller and the Stockholders pursuant to Section 8.6 below within such survival period, which written claim shall specifically identify the basis for indemnification and any relevant facts forming the basis for such claim, then the Seller agrees and the Stockholders agree to indemnifyseverally and not jointly defend, defend indemnify and hold harmless the Buyer, together with the Surviving Corporation, Buyer and its affiliates and their respective officersmembers, managers, directors, employeesofficers, successors and assigns employees (collectively, the" the “Buyer Indemnified Parties"Indemnitees”) from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses Adverse Consequences (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counselas defined below) (collectively, "Adverse Consequences") any of the Buyer Indemnified Parties Indemnitees may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnities may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such failure the breach of such representation representation, warranty or covenant contained herein. For purposes of this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and warranty to be true fees, including court costs and correct or by such breach or understatementattorneys’ fees and expenses.

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing Sellers breach (without regard to any "materiality" or "Material Adverse Effect" exception contained therein), or in the event of a breach of any covenants third party alleges facts that, if true, would mean any of the Seller Sellers has breached) any representations, warranties or covenants contained hereinin this Agreement, or in and if there is an applicable survival period pursuant to Section 6.1 (provided that the event Buyer makes a written claim for indemnification against any of the Equity Deficiency determined from Sellers within the Pre-Closing Balance Sheet is determined to have been understatedsurvival period), then each of the Seller Sellers agrees to indemnify, defend indemnify the Buyer and hold harmless the Buyer, together with the Surviving Corporation, and their respective its officers, directors, employees, successors agents and assigns affiliates (collectively, the" the “Buyer Indemnified Parties"”) from and against the entirety of any judgments, actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, taxes, liens, losses, liabilitiesexpenses and fees, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable attorney fees and disbursements of counsel) expenses (collectively, "“Adverse Consequences"”) any of the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such failure breach (or alleged breach), including any Liability of such representation the Sellers that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under environmental, health and warranty safety requirements, or otherwise by operation of law). Sellers’ indemnification obligations for breach of the Standard Representations shall be limited to the amount to be true and correct outstanding(including interest) under the Promissory Note in accordance with its terms at the time a claim is made, whether or by such breach not scheduled payments or understatementprepayments have been made.

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard a) Subject to any "materiality" or "Material Adverse Effect" exception contained therein)Section 5.1, or in the event Sellers or the Shareholder breaches any of their or his respective representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 5.1 above, provided that the Buyer makes a breach of written claim for indemnification against Sellers and/or the Shareholder pursuant to Section 5.6 below within such survival period, which written claim shall, to the extent possible, specifically identify the basis for indemnification and any covenants of relevant facts forming the Seller contained herein, or in the event the Equity Deficiency determined from the Pre-Closing Balance Sheet is determined to have been understatedbasis for such claim, then Sellers and the Seller agrees Shareholder, jointly and severally, agree to indemnify, defend and hold harmless indemnify the Buyer, together with the Surviving Corporation, and their respective officers, directors, employees, successors and assigns (collectively, the" Buyer Indemnified Parties") from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses Adverse Consequences (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counselas defined below) (collectively, "Adverse Consequences") any of the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such affiliate of the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such failure the breach. For purposes of such representation this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and warranty to be true fees, including court costs and correct or by such breach or understatementattorneys' fees and expenses.

Indemnification Provisions for Benefit of the Buyer. In (i) Subject to the event that limitations contained in this Section 8, after Closing the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, including court costs and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the representations Buyer or warranties the Company, and caused by, resulting from, or based upon or arising out of the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained herein shall be untrue or incorrect at the Closing in this Agreement, (without regard to B) any "materiality" or "Material Adverse Effect" exception contained therein), or in the event of a breach of any covenants covenant of the Seller Entities contained hereinin this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, however, to the following limitations: (1) in order for this indemnification to be effective Buyer shall not, and will not permit its affiliates to (a) cease to have an obligation to contribute to such Plan(s) and continue to perform work in the event jurisdiction of the Equity Deficiency determined from the Pre-Closing Balance Sheet is determined collective bargaining agreement for which contributions were previously required; or (b) cease to have been understatedan obligation to contribute to such Plan(s) and resume such work within five years after the date on which the obligation to contribute ceases without renewing its obligation to contribute at the time the covered work resumes; or (c) continue its obligations to contribute to the plan(s) for no more than insubstantial portion of the potentially covered work in the craft and area jurisdiction of the collective bargaining agreements under which the Company and its affiliates are bound; or (d) enter into an agreement to sell assets and not comply with the sale of assets exception from withdrawal liability under Section 4204 ERISA; or (e) to the extent that the construction industry rules for withdrawal liability are inapplicable for whatever reason, then completely or partially withdraw from such Plan(s) as defined in Sections 4203(a) and 4205 of ERISA, respectively; or (f) fail to comply with the terms of any Collective Bargaining Agreement or successor agreement; and (2) that for purposes of computing any such withdrawal liability for which the Seller agrees Entities are obligated to indemnify, defend indemnify and hold harmless the Buyer, together with there shall not be included any withdrawal liability in excess of the Surviving Corporationwithdrawal liability for any such Plan as of the Closing Date, had the Company withdrawn as of said Closing Date or, if less, the amount of such liability calculated as of the Closing Date multiplied by a fraction, the numerator of which is the total amount of contributions for hours worked attributable to that portion, or all of the period that Seller Entities owned the ODE business being included in the applicable multiemployer plan’s calculation of withdrawal liability (“Seller’s Contribution History”), and their respective officersthe denominator of which is the total amount of contributions of the withdrawing employer (including Seller’s Contribution’s History) being included in the in the withdrawal liability calculation, directors(J) warranty claims relating to work completed by the Company prior to or on the Closing Date, employees(K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, successors (L) any Income Taxes of the Company attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and assigns liabilities related to the Tax Returns of the Seller Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Preliminary Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company, (collectivelyM) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), the" Buyer Indemnified Parties"(N) from and against any product sold or any services performed by the entirety Company prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any judgmentscurrent or former Employees of the Company, actionsany Employee Benefit Plan or any Environmental, suitsSafety or Health Requirement, proceedingsin each case arising from events that occurred prior to the Closing Date, investigations(P) any act of fraud, claimsintentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing, demands, costs, losses, liabilities, fines, penalties, damages and expenses (including interest which may be imposed Q) any Loss arising out of or incurred in connection therewith with audits of pre-Closing Date contributions due from the Company to any collectively bargained Union Benefit Plan. (ii) The Buyer acknowledges and court costs and reasonable fees and disbursements of counsel) (collectively, "Adverse Consequences") agrees that neither the Seller Entities nor any of their Affiliates shall have any liability under any provision of this Agreement for any Loss to the extent that such Loss relates to actions taken by or omitted to be taken by the Buyer Indemnified Parties may suffer through and or the Company after the date Closing Date or such Loss arises in the conduct of the claim for indemnification resulting from, arising out of, relating to, in business of the nature of, Company by the Buyer or caused by such failure of such representation and warranty to be true and correct or by such breach or understatementthe Company after the Closing Date.

Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard a) Subject to any "materiality" or "Material Adverse Effect" exception contained therein)Section 6.1, or in the event of a breach of any covenants of the Seller contained herein, or in the event the Equity Deficiency determined from Seller or the Pre-Closing Balance Sheet Stockholders breaches any of its or their respective representations, warranties, and covenants contained in this Agreement, and, if there is determined an applicable survival period pursuant to have been understatedSection 6.1 above, provided that the Buyer makes a written claim for indemnification against the Seller and the Stockholders pursuant to Section 8.6 below within such survival period, which written claim shall, to the extent possible, specifically identify the basis for indemnification and any relevant facts forming the basis for such claim, then the Seller agrees and the Stockholders agree to indemnifyjointly and severally defend, defend indemnify and hold harmless the Buyer, together with the Surviving Corporation, Buyer and its affiliates and their respective officersmembers, managers, directors, employeesofficers, successors and assigns employees (collectively, the" the “Buyer Indemnified Parties"Indemnitees”) from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses Adverse Consequences (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counselas defined below) (collectively, "Adverse Consequences") any of the Buyer Indemnified Parties Indemnitees may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer Indemnities may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such failure the breach. For purposes of such representation this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and warranty to be true fees, including court costs and correct or by such breach or understatementattorneys' fees and expenses.