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

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing, the Seller Entities hereby jointly and severally agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) other than punitive damages, lost profit, or consequential or incidental damages (a "Loss") suffered or incurred by any such indemnified party caused by, resulting from arising out of or relating to (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any Taxes of the Company or APS-Cal 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 liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date 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 after the Closing, (D) the Divested Items and (E) the Wallingford Condition.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing, the Seller Entities hereby jointly and severally agree to indemnify the Buyer and its each Company and their respective officers and directors, shareholders and Affiliates against against, and hold them harmless from from, any loss, liability, claim, damage or expense (including court costs, expert witness fees, costs of investigation, and reasonable legal fees and expenses) other than punitive damages, lost profit, or consequential or incidental damages (a "“Loss"”) suffered or incurred by any such indemnified party caused by, resulting from or arising out of or relating to (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement Agreement, (B) any breach or threatened breach of any covenant or other agreement or obligation of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, provided, that any Loss relating to a threatened breach of a covenant is limited to direct costs (including reasonable legal fees and expenses) associated with seeking injunctive relief in anticipation of such threatened breach, (C) any Taxes of the any Company or APS-Cal attributable to taxable periods ending prior to or on the Closing Date, including liabilities of the such Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring wholly after the Closing which are effectuated or initiated by the Buyer or the Company, (D) 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), (E) any product sold or any services performed by any Company after prior to the Closing Date, (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of any Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date or as a result of the Closing, (DG) any act of fraud, intentional tort or willful misconduct by any Seller Entity or any Company prior to the Divested Items Closing, (H) failure to collect any accounts receivable of Company on or before the date that is the later of (y) ninety (90) days after the Closing and (Ez) one hundred and twenty (120) days after the Wallingford Conditioninvoice date; (I) withdrawal of any of the Companies 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; (J) those items relating to the Singer Substation job, Bridgeport, Connecticut described in Section 8(b)(i)(J) of the Disclosure Schedule so that McPhee Electric earns and is paid not less than its costs incurred on the job plus an amount equal to 20% of such costs, provided that Buyer will work in good faith to collect such amount from the general contractor on such project before making a claim under this clause (J) and the Seller Entities will cooperate with Buyer in those collection efforts; (K) liquidated damage provisions in any job completed as of Closing or any job in process as of Closing except to the extent any payment obligation thereunder is related to or result from events that arise solely and exclusively subsequent to Closing and which are attributable solely and exclusively to the negligent actions or omissions of the Buyer or its agents; (L) earn-out and similar claims of any prior owner of XX Xxxxxxxx and any prior owner of JBL Electric; and (M) resulting from the operation of the business or the ownership of the assets and rights of any Company prior to the Closing (except to the extent any liability is accrued on the Most Recent Financial Statements of such Company and except for liabilities incurred in the ordinary course of business by the Subsidiaries since the date of the Most Recent Financial Statements and accrued on the Closing Date Balance Sheet).

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 87, after Closing, Closing the Seller Entities hereby jointly and severally agree agree, to the fullest extent permitted by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against against, and hold them harmless from any lossfrom, liabilityall actions, claimsuits, damage or expense (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, expenses, and fees, including court costs and reasonable legal attorneys' fees and expenses) expenses and expenses of experts, other than punitive damages, lost profit, or consequential consequential, special or incidental damages (a "“Loss") ”), suffered or incurred by any such indemnified party and caused by, resulting from from, or based upon or arising out of or relating to the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any Income Taxes of the Company or APS-Cal 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 liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date 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 after the ClosingCompany, (D) Taxes related to the Divested Items and Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 7(c), (E) any product sold or any services performed by the Wallingford Condition.Company prior to the Closing Date, (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of ABW, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (G) any year-end adjustment to the Most Recent Financial Statements greater than $10,000 (and only to the extent of such excess), (H) claims and counterclaims initiated against the Buyer with respect to a Shared Claim, and (I) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing. (ii) The Buyer acknowledges and 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 directly results from the willful misconduct, negligence or fraud of the Buyer or the Company. (c)

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing, Closing the Seller Entities hereby jointly and severally agree agree, to the fullest extent permitted by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against against, and hold them harmless from any lossfrom, liabilityall actions, claimsuits, damage or expense (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 legal attorneys' fees and expenses) expenses and expenses of experts, other than punitive damages, lost profit, or consequential consequential, special or incidental damages (a "“Loss") ”), suffered or incurred by any such indemnified party party, whether caused in whole or in part by the negligence of the Buyer or the Company, and caused by, resulting from from, or based upon or arising out of or relating to the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement Agreement, (B) any breach of any covenant of the Seller Entities contained in 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 jurisdiction of the collective bargaining agreement for which contributions were previously required; or (b) cease to have an 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, 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 Entities are obligated to indemnify and hold harmless the Buyer, there shall not be included any withdrawal liability in excess of the withdrawal 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 the 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, (J) warranty claims relating to work completed by the Company prior to or on the Closing Date, (K) any claim arising prior to or on the Closing Date under any surety bond wherein the Company is the principal, (L) any Income Taxes of the Company or APS-Cal 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 liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date 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, (M) 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), (N) any product sold or any services performed by the Company after prior to the Closing Date, (O) any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (P) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing, (D) the Divested Items and (EQ) any Loss arising out of or incurred in connection with audits of pre-Closing Date contributions due from the Wallingford ConditionCompany to any collectively bargained Union Benefit Plan.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 87, after Closing, Closing the Seller Entities hereby jointly and severally agree agree, to the fullest extent permitted by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against against, and hold them harmless from any lossfrom, liabilityall actions, claimsuits, damage or expense (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, expenses, and fees, including court costs and reasonable legal attorneys' fees and expenses) expenses and expenses of experts, other than punitive damages, lost profit, or consequential consequential, special or incidental damages (a "“Loss") ”), suffered or incurred by any such indemnified party and caused by, resulting from from, or based upon or arising out of or relating to the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any Income Taxes of the Company or APS-Cal 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 liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date 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 after the ClosingCompany, (D) Taxes related to the Divested Items and Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 7(c), (E) any product sold or any services performed by the Wallingford ConditionCompany prior to the Closing Date, (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of ABW, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, (G) any year-end adjustment to the Most Recent Financial Statements greater than $10,000 (and only to the extent of such excess), (H) claims and counterclaims initiated against the Buyer with respect to a Shared Claim, and (I) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing.

Indemnification Provisions for Benefit of the Buyer. Seller and each Shareholder (jointly and severally) hereby agree to indemnify and hold harmless Buyer and Guarantor for all Adverse Consequences incurred, arising out of, based upon or resulting from (i) Subject to the limitations contained in this Section 8, after Closing, inaccuracy as of the Seller Entities hereby jointly and severally agree to indemnify date hereof or as of the Buyer and its officers and directors, shareholders and Affiliates against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) other than punitive damages, lost profit, or consequential or incidental damages (a "Loss") suffered or incurred by any such indemnified party caused by, resulting from arising out of or relating to (A) any breach Closing Date of any representation or warranty of the Seller Entities in Section 3.1 or (ii) the breach of, or failure to perform by the Seller of any of its agreements, covenants or obligations contained in or made pursuant to this Agreement Agreement, or (Biii) any breach liability or obligation of, or claim against Buyer arising out of, or resulting from any act, or failure to act, by Seller as of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any Taxes of the Company or APS-Cal attributable to taxable periods ending and prior to or on the Closing Date, including liabilities of the Company under consolidated, combined or unitary income or franchise Tax Returns and liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date Balance Sheet including without limitation any failure of Seller to pay its debts or obligations or trade payables (except Assumed Liabilities), Covered Taxes, any Taxes attributable product liability claims, or negligence claims arising prior to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated Closing; or initiated by the (iv) any liability or obligation of, or claim against, Buyer or Guarantor in connection with any claim, demand or cause of action made by any person or entity and arising out of any event, directly or indirectly related to (a) the Company after conduct by Seller or Shareholder's of their business, (b) Adverse Consequences, or (c) the use or misuse of the Restaurant Assets prior to the Closing, (D) including but not limited in kind or type, to any claim filed by any Employee under applicable Worker's Compensation Laws as a result of any injury or illness covered by such laws that occurs prior to Closing, or any product liability claim or negligence claim in connection with matters arising prior to the Divested Items and (E) the Wallingford ConditionClosing.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, and except for any payment or indemnification obligations of the Seller under Section 2(b)(iv), which are subject exclusively to the terms thereunder and excluded from this Section 8, after Closing, the Seller Entities hereby jointly and severally agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against against, and hold them harmless from from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) other than punitive damages, lost profit, or consequential consequential, special or incidental damages (a "“Loss"”) suffered or incurred by any such indemnified party caused by, resulting from or arising out of or relating to (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any Income Taxes of the Company or APS-Cal 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 liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group Entities, but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date Balance Sheet Most Recent Financial Statements 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 after the ClosingCompany, (D) Taxes related to the Divested Items and Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c), (E) any product sold or any services performed by the Wallingford ConditionCompany prior to the Closing Date, (F), any Third Party Claim relating to wages or other compensation of any current or former Employees of the Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date, and (G) any act of fraud, intentional tort or willful misconduct by any Seller Entity or the Company prior to the Closing.

Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing, the Seller Entities hereby jointly and severally agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) other than punitive damages, lost profit, or consequential or incidental damages (a "“Loss"”) suffered or incurred by any such indemnified party caused by, resulting from arising out of or relating to (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any Taxes of the Company or APS-Cal 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 liabilities related to the Tax Returns of the Seller Entities or members of the Parent Consolidated Group but excluding any Taxes for which there is an adequate accrual or reserve on the Closing Date 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 after the Closing, (D) the Divested Items and (E) the Wallingford Condition.