Indemnity Events. For the purposes of this Agreement, the term "Indemnity Event" means any of the following:
Indemnity Events. (a) Any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of WCI 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 the Shareholder pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, the Shareholder 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 other Environmental Site, or the installation or operation of a UST during any period after the Closing Date, in excess of the amount of liability with respect thereto, if any, set forth on Part II of Schedule 3.8; provided, however, that WCI shall have no obligation to indemnify any Shareholder Indemnitee under this section 7.3 if a 7.3 Indemnity Event is caused in whole or in part by a 7.1 Indemnity Event.
(c) All actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incident to any of the foregoing.
Indemnity Events. (a) Any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of the Shareholders, KCI 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.
Indemnity Events. THIS AGREEMENT (the “Agreement”) is dated 1 October 2013 and made
Indemnity Events. (a) Any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of the Shareholder or the Corporations 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) Any Environmental Site Losses in excess of the amount of liability with respect thereto, if any, set forth on Part II of Schedule 3.8 arising from the design, development, construction, installation or operation of any "ENVIRONMENTAL SITE" (as hereinafter defined) during any period on or prior to the Closing Date but only to the extent the Environmental Site Loss resulted from a failure to comply with applicable laws, rules, regulations, ordinances, building codes, permits, licenses, franchises, municipal service contracts, judgments, orders, injunctions or decrees. As used in this Agreement, "ENVIRONMENTAL SITE" shall mean any Facility, any UST and any other waste storage, processing, treatment or disposal facility, and any other business site or any other real property owned, leased, controlled or operated by a Corporation, CRC or FBLP or by any predecessor thereof on or prior to the Closing Date. As used in this Agreement, "ENVIRONMENTAL SITE LOSSES" shall mean any and all losses, damages (including exemplary damages and penalties), liabilities, claims, deficiencies, costs, expenses, and expenditures (including, without limitation, expenses in connection with site evaluations, risk assessments and feasibility studies) arising out of or required by an interim or final judicial or administrative decree, judgment, injunction, mandate, interim or final permit condition or restriction, cease and desist order, abatement order, compliance order, consent order, clean-up order, exhumation order, reclamation order or any other remedial action that is required to be undertaken under federal, state or local law in respect of operating activities on or affecting any Environmental Site, including, but not limited to (x) any actual or alleged violation of any law or regulation respecting the protection of the environment, including, but not limited to, RCRA and CERCLA or any other law or regulation respecting the protect...
Indemnity Events. Section 7.1
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Indemnity Events. Notwithstanding anything to the contrary herein, neither Purchaser, XXXX nor XXXX Shares Designee (nor[Redacted]) shall engage in any act, discussion or other communication with any applicable governmental agency or regulatory authority intended to increase the scope or run contrary to the spirit or substance of the provisions of Section 8.4 or this Section 8.5. The provisions of this Section 8.5 shall survive the Closing.
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Indemnity Events
