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

Indemnification Provisions for Benefit of the Seller. 8.3.1 Notwithstanding any investigation by the Seller, from and after the Closing, Xxxxx Tulsa shall defend, indemnify, save and hold harmless the Seller, its Affiliates, the Seller’s and its Affiliates’ successors and assigns, and each of the respective directors and officers (or Persons in any similar capacity if such Person is not a corporation), employees, consultants and agents of the Seller, its Affiliates and their respective successors and assigns (each a “Seller Indemnified Party”) against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.1.1 any inaccuracy or breach of any representation or warranty made by Xxxxx Tulsa under this Agreement or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.1.2 any breach of, or failure to perform, any covenant or agreement made by Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates pursuant to this Agreement; or 8.3.1.3 any of the Assumed Liabilities other than those for which HEP Tulsa is responsible under Section 2.3. 8.3.2 Notwithstanding any investigation by the Seller, from and after the Closing, HEP Tulsa shall defend, indemnify, save and hold harmless each Seller Indemnified Party against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.2.1 any inaccuracy or breach of any representation or warranty made by HEP Tulsa under this Agreement or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.2.2 any breach of, or failure to perform, any covenant or agreement made by HEP Tulsa or any of HEP Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of HEP Tulsa’s Affiliates pursuant to this Agreement; or 8.3.2.3 any of the Assumed Liabilities for which HEP Tulsa is responsible under Section 2.3.

Indemnification Provisions for Benefit of the Seller. 8.3.1 Notwithstanding (i) In the event: (x) the Buyer breaches any investigation by of its representations, warranties or covenants contained herein (without giving effect to any supplement to the SellerSchedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Seller makes a written claim for indemnification against the Buyer pursuant to Section 11(g) within such survival period, then the Buyer agrees to release and indemnify the Seller Indemnitees from and after against the Closing, Xxxxx Tulsa shall defend, indemnify, save and hold harmless the Seller, its Affiliates, the Seller’s and its Affiliates’ successors and assigns, and each entirety of the respective directors and officers any Adverse Consequences suffered by such Seller Indemnitees. (or Persons in any similar capacity if such Person is not a corporation), employees, consultants and agents of the Seller, its Affiliates and their respective successors and assigns (each a “Seller Indemnified Party”ii) against, and The Buyer agrees to hold each release and indemnify the Seller Indemnified Party harmless fromIndemnitees from and against the entirety of any Adverse Consequences relating to any of (1) any environmental condition, claim or loss with respect to any and all Damages imposed upon, incurred Acquired Company or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages Relevant Assets arising from or related to mercury contamination emanating from mercury meters used in connection withtherewith or (2) the ownership and operation of each Acquired Company and each Relevant Asset (including those arising during, resulting related to or arising from, or otherwise attributable to the period commencing with the Purchase Price Adjustment Date). (iii) To the extent any Seller Indemnitee becomes liable to, more than one and is ordered to and does pay to any third party, punitive, exemplary, special or consequential damages caused by a breach by the Buyer of the following mattersany representation, warranty or covenant contained in this Agreement, then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in this Section 8, the Seller Indemnified Party may pursue indemnification under hereby waives any one claim or cause of such matters as selected action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Seller Indemnified Party, without duplication): 8.3.1.1 any inaccuracy or breach Buyer of any representation of its representations, warranties or warranty made by Xxxxx Tulsa covenants under this Agreement or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.1.2 any breach of, or failure to perform, any covenant or agreement made by Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates pursuant to this Agreement; or 8.3.1.3 any of the Assumed Liabilities other than those for which HEP Tulsa is responsible under Section 2.3transactions contemplated hereby. 8.3.2 Notwithstanding any investigation by the Seller, from and after the Closing, HEP Tulsa shall defend, indemnify, save and hold harmless each Seller Indemnified Party against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.2.1 any inaccuracy or breach of any representation or warranty made by HEP Tulsa under this Agreement or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.2.2 any breach of, or failure to perform, any covenant or agreement made by HEP Tulsa or any of HEP Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of HEP Tulsa’s Affiliates pursuant to this Agreement; or 8.3.2.3 any of the Assumed Liabilities for which HEP Tulsa is responsible under Section 2.3.

Indemnification Provisions for Benefit of the Seller. 8.3.1 Notwithstanding any investigation by Subject to the Sellerlimitations set forth in this Section 10 and provided that the Seller within the applicable survival period makes a written claim for indemnification against the Purchaser setting forth in reasonable detail the circumstances regarding the claim and, from if ascertainable, an estimate of the amount thereof, then the Purchaser, Continental and after the ClosingMattituck shall, Xxxxx Tulsa shall defendjointly and severally, indemnify, save defend and hold harmless the SellerSeller and its respective Affiliates, from and against any Losses the Seller or any of its Affiliates, the Seller’s and its Affiliates’ successors and assignsor any of their respective directors, and each of the respective directors and officers (or Persons in any similar capacity if such Person is not a corporation)officers, employees, consultants and agents of or representatives (collectively, the Seller, its Affiliates and their respective successors and assigns (each a “Seller Indemnified PartyParties”) against), and agrees suffer to hold each Seller Indemnified Party harmless the extent such Losses result from, any and all Damages imposed upon, incurred arise out of or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, are caused from any of the following matters following: (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of a) the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.1.1 any inaccuracy or breach of any representation or warranty made by Xxxxx Tulsa under the Purchaser in this Agreement or in any other document or certificate certificates delivered by or on behalf of Xxxxx Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.1.2 any (b) the nonfulfillment, nonperformance or other breach ofby the Purchaser, or failure to performafter the Closing by Continental or Mattituck, of any agreement or covenant or agreement made by Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates under contained in this Agreement (including any failure by the Purchaser to pay the Purchase Price as required by this Article 8) Agreement or the Purchaser, Continental or Mattituck, as the case may be, to pay directly or reimburse the Seller any amounts in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates pursuant to this Agreement; oraccordance with Section 7.5); 8.3.1.3 any (c) the failure of the Purchaser, Continental or Mattituck to pay or otherwise discharge when due and payable the Assumed Liabilities other than those for which HEP Tulsa is responsible under Section 2.3.Liabilities; 8.3.2 Notwithstanding any investigation by (d) the Selleroperation of the Business or ownership of the Stock, from and or the use of the Purchased Assets, whether before or after the Closing, HEP Tulsa shall defendincluding, indemnify, save and hold harmless each Seller Indemnified Party against, and agrees to hold each Seller Indemnified Party harmless fromwithout limitation, any and all Damages imposed upon, incurred or suffered by any such liability of the Seller Indemnified Party in connection with, resulting related thereto or arising from, or attributable to, any of the following matters therefrom; (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then e) the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.2.1 any inaccuracy or breach of any representation or warranty made by HEP Tulsa under this Agreement or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.2.2 any breach of, or failure to perform, any covenant or agreement made by HEP Tulsa or any of HEP Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of HEP Tulsa’s Affiliates pursuant to this AgreementGuarantees; or 8.3.2.3 (f) any acts or omissions of the Assumed Liabilities for Purchaser Indemnified Parties which HEP Tulsa is responsible under if taken or omitted to be taken (i) result in Environmental Losses pursuant to Section 2.310.6(f) and (ii) cause Seller not to have any, or otherwise exonerate the Seller from, indemnification obligations pursuant to Section 10.6(f).

Indemnification Provisions for Benefit of the Seller. 8.3.1 Notwithstanding any investigation by the Seller, from and after the Closing, Xxxxx Tulsa Buyer shall defend, indemnify, save and hold harmless the Seller, its Affiliates, the Seller’s and its Affiliates’ successors and assigns, and each of the respective directors and officers (or Persons in any similar capacity if such Person is not a corporation), employees, consultants and agents of the Seller, its Affiliates and their respective successors and assigns (each a “Seller Indemnified Party”) against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication):): 8. 8.3.1.1 3.1 any inaccuracy or breach of any representation or warranty made by Xxxxx Tulsa the Buyer under this Agreement or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa the Buyer or any of its Affiliates pursuant to in connection with this Agreement;; 8. 8.3.1.2 3.2 any breach of, or failure to perform, any covenant or agreement made by Xxxxx Tulsa the Buyer or any of Xxxxx Tulsathe Buyer’s Affiliates under this Agreement (including this Article 8) ARTICLE 8); or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates pursuant to this Agreement; or 8.3.1.3 8.3.3 any of the Assumed Liabilities other than those for which HEP Tulsa is responsible under Section 2.3. 8.3.2 Notwithstanding any investigation by the Seller, from and after the Closing, HEP Tulsa shall defend, indemnify, save and hold harmless each Seller Indemnified Party against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party as set forth in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.2.1 any inaccuracy or breach of any representation or warranty made by HEP Tulsa under this Agreement or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.2.2 any breach of, or failure to perform, any covenant or agreement made by HEP Tulsa or any of HEP Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of HEP Tulsa’s Affiliates pursuant to this Agreement; or 8.3.2.3 any of the Assumed Liabilities for which HEP Tulsa is responsible under . Section 2.3.8.4

Indemnification Provisions for Benefit of the Seller. 8.3.1 Notwithstanding any investigation by the Seller, from and after the Closing, Xxxxx Tulsa Buyer shall defend, indemnify, save and hold harmless the Seller, its Affiliates, the Seller’s and its Affiliates’ successors and assigns, and each of the respective directors and officers (or Persons in any similar capacity if such Person is not a corporation), employees, consultants and agents of the Seller, its Affiliates and their respective successors and assigns (each a “Seller Indemnified Party”) against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.1.1 8.3.1 any inaccuracy or breach of any representation or warranty made by Xxxxx Tulsa the Buyer under this Agreement or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa the Buyer or any of its Affiliates pursuant to in connection with this Agreement; 8.3.1.2 8.3.2 any breach of, or failure to perform, any covenant or agreement made by Xxxxx Tulsa the Buyer or any of Xxxxx Tulsathe Buyer’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of Xxxxx Tulsa or any of Xxxxx Tulsa’s Affiliates pursuant to this AgreementARTICLE 8); or 8.3.1.3 8.3.3 any of the Assumed Liabilities other than those for which HEP Tulsa is responsible under Section 2.3. 8.3.2 Notwithstanding any investigation by the Seller, from and after the Closing, HEP Tulsa shall defend, indemnify, save and hold harmless each Seller Indemnified Party against, and agrees to hold each Seller Indemnified Party harmless from, any and all Damages imposed upon, incurred or suffered by any such Seller Indemnified Party as set forth in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Seller Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Seller Indemnified Party may pursue indemnification under any one of such matters as selected by the Seller Indemnified Party, without duplication): 8.3.2.1 any inaccuracy or breach of any representation or warranty made by HEP Tulsa under this Agreement or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of its Affiliates pursuant to this Agreement; 8.3.2.2 any breach of, or failure to perform, any covenant or agreement made by HEP Tulsa or any of HEP Tulsa’s Affiliates under this Agreement (including this Article 8) or in any other document or certificate delivered by or on behalf of HEP Tulsa or any of HEP Tulsa’s Affiliates pursuant to this Agreement; or 8.3.2.3 any of the Assumed Liabilities for which HEP Tulsa is responsible under Section 2.3.