INDEMNITY BY THE SHAREHOLDER. The Shareholder, subject to the limitations set forth in Section 7.2, covenants and agrees that he and she will indemnify and hold harmless WCI, the Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), from and after the date of this Agreement, against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any "Environmental Site Losses" (as such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 7.4(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholder provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the expiration of the applicable statute of limitations (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "
7.1 INDEMNITY EVENTS"):
(a) Any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of the Shareholder or the Corporation pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to WCI pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, WCI relied on the truth of such representation or warranty or had any knowledge of any breach thereof.
(b) The design, development, construction or operation of any Facility or any
INDEMNITY BY THE SHAREHOLDER. From and after the Closing, each Shareholder, individually and not jointly, hereby agrees to indemnify and hold harmless the Buyer and the Company and its Shareholders, directors, officers and employees and agents (the “Buyer Indemnified Parties”), from and against any and all damages, liabilities, obligations, penalties, fines, interest, judgments, claims, deficiencies, losses, costs, expenses and assessments (including without limitation income and other taxes, interest, penalties and attorneys’ and accountants’ fees and disbursements) (“Damages”) suffered or incurred by the Buyer Indemnified Parties arising out of, resulting from or in any way related to a breach of, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements made by the Shareholder in this Agreement, or any certificate delivered by the Shareholder at the Closing pursuant hereto.
INDEMNITY BY THE SHAREHOLDER. The Shareholder agrees to ---------------------------- indemnify and save harmless Buyer from all Losses actually incurred by Buyer as a result of:
(a) Any breach by the Shareholder or any inaccuracy of any covenant, representation or warranty contained in this Agreement.
(b) All debts and liabilities whatsoever (whether accrued, absolute, contingent or otherwise) of CCG as at the Reference Date which are not disclosed on, provided for or included in the balance sheets forming part of CCG Financial Statements or which did not arise in the ordinary course of business since the date of CCG Financial Statements up to the Time of Closing.
(c) Any assessment or reassessment of Taxes, interest and/or penalties for any period up to the Reference Date for which no adequate reserve has been provided and disclosed in CCG Financial Statements.
INDEMNITY BY THE SHAREHOLDER. The Shareholder, subject to the limitations set forth in Section 10.2, covenants and agrees that he will indemnify and hold harmless WCI, the Corporations and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), from and after the date of this Agreement and until the expiration of the applicable period described in Section 10.2(e), against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any "ENVIRONMENTAL SITE LOSSES" (as such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 10.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholder provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the expiration of the applicable period
INDEMNITY BY THE SHAREHOLDER. 31 11.1 Indemnification by the Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 11.2
INDEMNITY BY THE SHAREHOLDER. The Shareholder agrees to indemnify ---------------------------- and save harmless Buyer from all Losses actually incurred by Buyer as a result of:
(a) Any breach by the Shareholder or any inaccuracy of any covenant, representation or warranty contained in this Agreement.
(b) All debts, liabilities and claims whatsoever (whether accrued, absolute, contingent or otherwise) of the Targets as at the Reference Date which are not disclosed on, provided for, reserved for or included in the balance sheets forming part of the Targets Financial Statements or which did not arise in the ordinary course of business since the date of the Targets Financial Statements up to the Time of Closing.
(c) Any assessment or reassessment of Taxes, interest and/or penalties for any period up to the Reference Date for which no adequate reserve has been provided and disclosed in the Targets Financial Statement.
INDEMNITY BY THE SHAREHOLDER. The Shareholder shall indemnify and ---------------------------- hold the Companies, the Subsidiaries and Purchaser harmless from and against, and shall pay to the Companies, the Subsidiaries and Purchaser the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees but excluding all special, exemplary, punitive and consequential damages) (each, a "Loss") resulting to the Companies, the Subsidiaries or Purchaser, either directly or indirectly, from (a) any Retained Liabilities, (b) any undisclosed liabilities, contracts or commitments of any Company or Subsidiary, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (c) any material inaccuracy in any -38- representation or warranty, or any breach of any covenant or agreement, by any Company, any Subsidiary or the Shareholder contained in this Agreement or in any of the Other Documents; (d) any liability for any fee or commission owed to a broker or finder pursuant to an agreement signed by the Shareholder with respect to the transactions contemplated by this Agreement; and (e) any liability of any Company, any Subsidiary or the Shareholder not assumed by Purchaser under this Agreement or the Other Documents. For purposes of this Section 10.2, liabilities and other matters shall be "undisclosed" if they are not reasonably described on a Schedule to this Agreement.
INDEMNITY BY THE SHAREHOLDER. The Shareholder hereby indemnifies and holds the Company and its directors, officers, members and affiliates (collectively, the "COMPANY INDEMNIFIED PARTIES") harmless from and against, and agrees to defend promptly the Company Indemnified Parties from and reimburse the Company Indemnified Parties for, any and all losses, liabilities, claims, damages (including incidental and consequential damages), costs, expenses (including costs of investigation and defense and reasonable attorneys' fees) and obligations (hereinafter referred to collectively as "LOSSES") that the Company Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
(a) any breach or inaccuracy of any of the representations and warranties made by the Shareholder in this agreement; and
(b) any failure of the Shareholder to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this agreement or under any of the instruments delivered by the Shareholder pursuant to this agreement. CDI guarantees the obligation of the Shareholder as set forth in this Section 6.1 to the extent the Shareholder is no longer in existence or is no longer an affiliate of CDI, or if the Shareholder does not have sufficient assets to fulfil its obligations under this Section 6.1.
INDEMNITY BY THE SHAREHOLDER. The Shareholder agrees to indemnify and save harmless Buyer from all Losses actually incurred by Buyer as a result of:
(a) Any breach by the Shareholder or any inaccuracy of any covenant, representation or warranty contained in this Agreement.
(b) All debts, liabilities and claims whatsoever (whether accrued, absolute, contingent or otherwise) of Kelar as at the Reference Date which are not disclosed on, provided for, reserved for or included in the balance sheets forming part of Kelar Financial Statements or which did not arise in the ordinary course of business since the date of Kelar Financial Statements up to the Time of Closing.
(c) Any assessment or reassessment of Taxes, interest and/or penalties for any period up to the Reference Date for which no adequate reserve has been provided and disclosed in the Kelar Financial Statement.
INDEMNITY BY THE SHAREHOLDER. 44 11.1 Indemnification by the Shareholder.............................................................44
