Common use of Indemnity by the Buyer Clause in Contracts

Indemnity by the Buyer. Subject to Section 9.1, the last sentence of this Section 9.3 and Section 9.7, the Buyer hereby agrees to indemnify, defend and hold harmless the Company and its directors, officers, stockholders, agents and Affiliates against and in respect of all liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) arising out of any claim, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated in respect of any matter (collectively, "Company Losses") that results from: (a) the breach of any representation or warranty made by Buyer herein, or resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant of the Buyer, contained herein or in any agreement or instrument required to be entered into in connection herewith or from any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by the Buyer hereunder; (b) any Assumed Liability from and after the Closing; or (c) the use, ownership, possession or operation of any Acquired Assets, or actions taken by, or omitted to be taken by, the Buyer or its Affiliates from and after the Closing. In the event that the Buyer is obliged to indemnify the Company under both subsection (a) and subsection (b) of this Section 9.3, the Buyer's obligations under subsection (b) shall be controlling and the limitations provided in Section 9.1 hereof relating to their obligations in respect of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty or nonfulfillment of an agreement or covenant as described in Section 9.3(a), shall not apply. The Company shall provide the Buyer written notice for any claim made in respect of the indemnification provided in this Section 9.3, whether or not arising out of a claim by a third party. The Buyer shall not be liable under this Section 9.3 in respect of any Company Losses until the aggregate of such Company Losses exceeds $100,000 (and then only for any amounts in excess of $50,000). In no event shall the Buyer be obligated to indemnify the Company for amounts in excess of $1,700,000; provided; however; that such limitation on liability shall not apply to any failure of the Buyer to perform or satisfy the Assumed Liabilities.

Indemnity by the Buyer. Subject to Section 9.1, the last sentence provisions of this Section 9.3 Sections --------- -- --- ----- 13.3 through 13.9 and Section 9.716.16, from and after the Closing the Buyer hereby agrees to indemnify, defend shall indemnify and hold harmless the Company each Seller and its their Subsidiaries and Affiliates (and each of their respective directors, officers, stockholdersshareholders, agents and Affiliates against employees) (collectively, the "Seller Indemnified Parties") harmless from and in with respect of ------ ----------- ------- to any and all liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending Losses related to or settling any action or threatened action) arising out of any claim, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated in respect of any matter (collectively, "Company Losses") that results fromthe following: (ai) the any breach of in any representation or warranty made by the Buyer hereinin this Agreement or the certificate referred to in Section 11.6; (ii) any breach by the Buyer of any covenant, obligation or resulting from undertaking made by the Buyer in this Agreement or any misrepresentationother Acquisition Agreement or the Ancillary Letter Agreement; (iii) any Specified Buyer Liabilities; (iv) except for those matters for which the Buyer is entitled to indemnification under Section 13.1 and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach of warranty or nonfulfillment of any agreement or covenant of the Buyer's representations or warranties or covenants, contained herein (i) any and all claims, liabilities and obligations arising out of the operation after the Closing Date of the Purchased Business or in any agreement other business conducted by the RECI Subsidiaries, including any claims for workers compensation relating to the period after the Closing and (ii) any claims arising from the offer or instrument required to be entered into in connection herewith sale of securities or from any misrepresentation lending arrangements in connection with Buyer's obtaining financing in connection with the transactions contemplated by this Agreement; (v) any third party claim relating to any use of the Raytheon xxxx and/or from the use of the name "Raytheon Engineers and Constructors" or omission from any schedulevariation thereof whether alone or in combination with other words or designs; and (vi) any claim, document, certificate liability or other instrument required obligation relating to be furnished any broker or finder retained or utilized by the Buyer hereunder; (b) any Assumed Liability from and after the Closing; or (c) the use, ownership, possession or operation of any Acquired Assets, or actions taken by, or omitted to be taken by, representing the Buyer in connection with the transactions contemplated by this Agreement, including but not limited to CSFB or its Affiliates from and after the Closing. In the event that the Buyer is obliged to indemnify the Company under both subsection (a) and subsection (b) of this Section 9.3Xxxxxxxxxx & Partners, the Buyer's obligations under subsection (b) shall be controlling and the limitations provided in Section 9.1 hereof relating to their obligations in respect of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty or nonfulfillment of an agreement or covenant as described in Section 9.3(a), shall not apply. The Company shall provide the Buyer written notice for any claim made in respect of the indemnification provided in this Section 9.3, whether or not arising out of a claim by a third party. The Buyer shall not be liable under this Section 9.3 in respect of any Company Losses until the aggregate of such Company Losses exceeds $100,000 (and then only for any amounts in excess of $50,000). In no event shall the Buyer be obligated to indemnify the Company for amounts in excess of $1,700,000; provided; however; that such limitation on liability shall not apply to any failure of the Buyer to perform or satisfy the Assumed Liabilities.Inc.

Indemnity by the Buyer. Subject to Section 9.1The Buyer shall defend, the last sentence of this Section 9.3 and Section 9.7, the Buyer hereby agrees to indemnify, defend indemnify and hold harmless the Company and Seller, its officers, directors, officersemployees, stockholders, agents subsidiaries and Affiliates harmless from and against and in respect of all liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) Losses arising out of any claim, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated in respect of any matter (collectively, "Company Losses") that results resulting from: (a) Any breach of, or failure to be true and correct, of the breach of any representation or warranty representations and warranties made by the Buyer herein, or resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant of the Buyer, contained herein in this Agreement or in any agreement or instrument required executed and delivered to be entered into in connection herewith the Seller by or from any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by on behalf of the Buyer hereunderpursuant to this Agreement; (b) Any failure by the Buyer to carry out, perform, satisfy and discharge any Assumed Liability from of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or any of the documents and after materials delivered by the Closing; orBuyer pursuant to this Agreement; (c) The Assumed Liabilities, including for greater certainty those liabilities and obligations relating to employees assumed by the useBuyer under Section 2.2(d), (g) and (h); (d) Any Claims asserted by third parties against the Seller relating to the ownership, possession or occupation and/or operation of any Acquired Assets, or actions taken by, or omitted to be taken bythe Business, the Acquired Assets or the Premises after Closing, including the Assumed Liabilities but excluding the Excluded Liabilities; (e) Any Claims brought by any Person or Governmental Authority arising out of any of the matters referred to in this Section 10.2; (f) Any Claims for workers' compensation by Employees listed on SCHEDULE 7.1 to whom Buyer is required to make an offer of employment under Section 7.1(a) that are filed on or its Affiliates from and after the Closing. In Closing Date, regardless of whether such Claims have arisen or will arise out of events occurring prior to the event that Closing Date, and whether insured or uninsured, and all expenses, incident to causing its own insurance carriers to honor such Claims in accordance with the terms and conditions of such programs or applicable workers' compensation statutes; (g) Any Claim made or asserted against the Seller by an employee of the Seller to whom the Buyer is obliged required to indemnify offer employment under Section 7.1(a) that such employee has been wrongfully terminated by the Company Seller without reasonable notice or damages in lieu thereof as a result of the New Plan referred to in Section 7.2 not being sufficiently similar to the Employee Benefit Plan previously provided to such employee by the Seller. A claim for indemnification under both subsection (a) and subsection (b) of this Section 9.310.2, the Buyer's obligations under subsection (bexcept Section 10.2(a) shall above, may be controlling and the limitations provided in Section 9.1 hereof relating to their obligations in respect made regardless of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty or nonfulfillment of an agreement or covenant as described in Section 9.3(a), shall not apply. The Company shall provide the Buyer written notice for any claim made in respect of the indemnification provided in this Section 9.3, whether or not arising out the matter giving rise to such claim constitutes a breach of a claim by a third party. The Buyer shall not be liable under this Section 9.3 in respect of any Company Losses until the aggregate of such Company Losses exceeds $100,000 (and then only for any amounts in excess of $50,000). In no event shall the Buyer be obligated to indemnify the Company for amounts in excess of $1,700,000; provided; however; that such limitation on liability shall not apply to any failure representation, warranty or covenant of the Buyer to perform set forth in this Agreement or satisfy the Assumed Liabilitiesany Exhibit, Schedule, certificate or other document delivered pursuant hereto.

Indemnity by the Buyer. Subject to Section 9.1The Buyer shall defend, the last sentence of this Section 9.3 and Section 9.7, the Buyer hereby agrees to indemnify, defend indemnify and hold harmless the Company and Seller, its officers, directors, officersemployees, stockholders, agents subsidiaries and Affiliates harmless from and against and in respect of all liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) Losses arising out of any claim, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated in respect of any matter (collectively, "Company Losses") that results resulting from: (a) Any breach of, or failure to be true and correct, of the breach of any representation or warranty representations and warranties made by the Buyer herein, in this Agreement or resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant of the Buyer, contained herein or in any agreement or instrument required executed and delivered to be entered into in connection herewith the Seller by or from any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by on behalf of the Buyer hereunderpursuant to this Agreement; (b) Any failure by the Buyer to carry out, perform, satisfy and discharge any Assumed Liability from of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and after materials delivered by the Closing; orBuyer pursuant to this Agreement; (c) The Assumed Liabilities; (d) Any Claims of third parties against the use, Seller relating to or arising out of the ownership, possession or occupation and/or operation of any Acquired Assets, or actions taken by, or omitted to be taken bythe Business, the Buyer Acquired Assets or its Affiliates from the Premises on or after (but not before) the Closing Date, including the Assumed Liabilities and after excluding the Closing. In the event that the Buyer is obliged to indemnify the Company under both subsection Excluded Liabilities; and (ae) and subsection (b) of this Section 9.3, the Buyer's obligations under subsection (b) shall be controlling and the limitations provided in Section 9.1 hereof relating to their obligations in respect of Losses resulting from the inaccuracy Any Claim brought by any Person or Governmental Authority arising out of any representation and warranty, or any misrepresentation, breach of warranty or nonfulfillment of an agreement or covenant as described in Section 9.3(a), shall not apply. The Company shall provide the Buyer written notice for any claim made in respect of the indemnification provided matters referred to in this Section 9.310.2. (f) Any liability arising under the WARN Act with respect to the Acquired Employees whose termination of employment occurs on the Closing Date or six months thereafter; and (g) Any and all Claims of interference, whether or not retaliation, discrimination and/or wrongful termination arising out under the Family and Medical Leave Act of a claim by a third party. The Buyer shall not be liable under this 1993, the Americans with Disabilities Act, comparable state disability discrimination and family/medical leave statutes, applicable federal and state race, gender, age and similar discrimination laws, and/or applicable state workers' compensation laws with respect to Seller's termination pursuant to Section 9.3 in respect 7.1(a) of any Company Losses until the aggregate of such Company Losses exceeds $100,000 (and then only for any amounts in excess of $50,000). In no event shall the Buyer be obligated to indemnify the Company for amounts in excess of $1,700,000; provided; however; that such limitation those Acquired Employees listed on liability shall not apply to any failure of the Buyer to perform or satisfy the Assumed Liabilities.SCHEDULE 7.1