Indemnification Provisions for the Benefit of Seller. (a) Subject to the other provisions of this Article V, Buyer and the Company agree, jointly and severally, to indemnify, defend, save and hold the Seller Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to:
(i) the breach of any covenants or agreements of Buyer contained in this Environmental Agreement;
(ii) the Company Environmental Liabilities to the extent not indemnified by Seller pursuant to Section 5.02; and
(iii) any Claims or Losses under Environmental Laws arising out of or related to the ownership of the TH Interest, the Company, the Acquired Subsidiary, or the Assets after the Closing Date, or the operation of the Business after the Closing Date.
(b) No Claim may be asserted nor may any Proceeding be commenced against Buyer or the Company pursuant to this Section 5.03 unless written notice of such Claim or Proceeding is received by Buyer or the Company describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim or Proceeding. If a Seller Indemnitee has recovered any Losses pursuant to one subsection of this Section 5.03(a), such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 5.03(a).
(c) No Claim may be made against Buyer or the Company for indemnification pursuant to clause (i) of Section 5.03(a): (i) with respect to any individual action, occurrence or event subject to the indemnifications thereunder (or group of related actions, occurrences or events) unless the such individual action, occurrence or event exceeds the respective De Minimis Amounts (nor shall any Claim or Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitees’ Losses) and (ii) unless the aggregate amount of all Claims and Losses of Seller Indemnitees with respect to clause (i) of Section 5.03(a) shall exceed the Indemnification Deductible (after which Buyer and the Company shall be obligated only to indemnify Seller Indemnitees from and against aggregate Losses in excess of the Indemnification Deductible). The maximum amount that Buyer and the Company shall be required to pay pursuant to clauses (i) of Section 5.03(a) in respect of all Claims and Losses by all Seller Indemnitees shall equal $15 million, after which point Buyer and the Company will have no Obligation to indemnify Seller Indemnitees from and against...
Indemnification Provisions for the Benefit of Seller. Buyer shall indemnify, defend and hold harmless Seller and its affiliates and the officers, directors, employees and shareholders of Seller from, against and with respect to any Loss. arising out of or in any manner incident, relating or attributable to (i) any inaccuracy in any representation or breach of any warranty of Buyer contained in this Agreement or in any certificate, instrument of transfer or other document or agreement executed by Buyer in connection with this Agreement or otherwise made or given in connection with this Agreement, (ii) any failure by Buyer to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by it under this Agreement or under any certificates or other documents executed by Buyer in connection with this Agreement.
Indemnification Provisions for the Benefit of Seller. In the event (a) ---------------------------------------------------- Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement or (b) after the Closing, Xxxxxx Xxxx breaches any of its covenants or agreements contained in the Kansas City Lease Assignment, or any other arrangement agreed to under Section 5.1(f), then Buyer agrees to indemnify, defend and hold harmless Seller from and against any Damages Seller suffers caused by such breach; provided that Seller makes a written claim against Buyer promptly, but in no event later than ten Business Days, after becoming aware of such breach, provided further that no delay on the part of Seller in notifying Buyer will relieve Seller from its obligations under this Section 8.3 unless Seller is actually prejudiced thereby.
Indemnification Provisions for the Benefit of Seller. Purchaser agrees to indemnify and hold Seller harmless from and against any and all Adverse Consequences Seller may suffer or incur resulting from, arising out of, relating to, or caused by the breach of any of Purchaser's representations, warranties, obligations or covenants contained herein.
Indemnification Provisions for the Benefit of Seller. In the event Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement and provided that Seller makes a written claim for indemnification against Buyer, then Buyer agrees to indemnify, defend and hold harmless Seller from and against any Damages Seller suffers caused by such event, provided, however, that Buyer will not have any obligation to indemnify Seller from and against all such Damages until Seller has suffered aggregate Damages, by reason of such breaches, in excess of $100,000.
Indemnification Provisions for the Benefit of Seller. After the Closing, Buyer will indemnify, defend, and hold the Seller Indemnitees harmless from and will reimburse the Seller Indemnitees for any and all Adverse Consequences, directly or indirectly, to the extent resulting from, relating to, arising out of, or attributable to any one of the following
(i) any Breach of any representation or warranty made by Buyer in this Agreement; and
(ii) any Breach of any covenant or obligation of Buyer in this Agreement.
Indemnification Provisions for the Benefit of Seller. Subject to Section 8.4, Buyer agrees to indemnify and hold the Seller Indemnified Parties harmless from and against any Damages asserted against, resulting to, imposed upon, suffered or incurred by Seller Indemnified Parties resulting from, arising out of, relating to, or caused by (a) the breach of any of Buyer's obligations or covenants contained herein, or (b) the operation of the Purchased Business or ownership of the Acquired Assets by Buyer after the Closing Date (other than the Retained Liabilities), including, without limitation, any Proceedings based on conduct of Buyer occurring after the Closing.
Indemnification Provisions for the Benefit of Seller. After the Closing, Buyer will indemnify, defend, and hold the Seller Indemnitees harmless from and will reimburse the Seller Indemnitees for any and all Adverse Consequences, directly or indirectly, to the extent resulting from, relating to, arising out of, or attributable to any one of the following
(i) any Breach of any representation or warranty made by Buyer in this Agreement;
(ii) any Breach of any covenant or obligation of Buyer in this Agreement; and
(iii) any Tax Liabilities imposed upon Buyer and not otherwise apportioned to Seller in Section 6.10.
Indemnification Provisions for the Benefit of Seller. In the event:
(a) Buyer breaches any of its representations, warranties, and covenants contained here in and, if there is an applicable survival period pursuant to Section 6.1 above; or
(b) Buyer fails to pay or perform the Assumed Liabilities; or
(c) there is any other matter related to the conduct of the Business and the use of the Acquired Assets by Buyer after Closing, but excluding Losses that arise from any events or conditions existing prior to Closing; and one or more Seller Indemnified Parties makes a written claim for indemnification during said survival period against Buyer, then Buyer shall indemnify Seller and its Affiliates and their respective shareholders, officers, directors, agents and employees (collectively, “Seller Indemnified Parties”), and shall reimburse Seller Indemnified Parties on demand, from and against the entirety of any Losses Seller Indemnified Parties may suffer through and after the date of the claim for indemnification including any Losses Buyer may suffer after the end of the applicable survival period.
Indemnification Provisions for the Benefit of Seller. From and after the Closing, subject to the provisions of the Article X, each Buyer agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless Seller and its directors, officers, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) from and against any Adverse Consequences the Seller Indemnified Parties suffer, directly resulting from:
(a) any material breach of, inaccuracy in, or omission from any of such Buyer’s representations and warranties contained in this Agreement or in any certification delivered by such Buyer under Section 3.3 in connection with the Closing, unless qualified as to the word “material” as set forth therein, in which case any breach or inaccuracy; and
(b) any material breach or non-fulfillment of any covenant, agreement or other obligation of such Buyer contained in this Agreement.
