Common use of Indemnity Obligations of Seller Clause in Contracts

Indemnity Obligations of Seller. Seller covenants and agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, successors and assigns and the respective officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including all reasonable fees and disbursements of counsel incurred in the defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, arising out of or relating to (i) any material misrepresentation or breach of any material warranty of Seller contained in the Transaction Documents, (ii) any failure of Seller to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any obligation in respect thereof, (iii) any and all Excluded Liabilities. Seller shall not be required to indemnify Purchaser Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described above pursuant to this Section 9.1 unless and until the aggregate amount of all such claims against Seller exceeds $25,000.00 (the “Threshold Amount”), in which case Seller Indemnitors shall be required to indemnify Purchaser Indemnitees for the full amount of such claims including the Threshold Amount. Claims thereafter may be asserted regardless of amount. Seller’s maximum liability to Purchaser Indemnitees shall not exceed fifty percent (50%) of the Closing Payment. The Parties understand and agree that any and all liabilities with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the Divisions shall be paid by Purchaser and Seller shall have no liability or obligation with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the Divisions.

Indemnity Obligations of Seller. Seller covenants and hereby agrees to defend, indemnify and hold Buyer harmless Purchaser and its Affiliates, successors and assigns and the respective officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, the “Purchaser Indemnitees”), from and againstfrom, and to pay or reimburse Purchaser Indemnitees Buyer for, on an after-Tax basis, any Buyer Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "Buyer Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) any breach of any representation and warranty of Seller which is contained in this Agreement or any Schedule, certificate or other instrument or document delivered pursuant hereto; (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Seller which are contained in or made pursuant to this Agreement; (iii) directly or indirectly, the emission, discharge, spillage, leakage, storage, release or threatened release of Hazardous Substances or any breach of any Environmental Law as a result of the acts or omissions of Seller or any agent, employee or contractor of Seller; (iv) any liabilities or obligations arising out of any and all actions, claims, liabilitiessuits, obligationsproceedings, lossesdemands, finesassessments, costsjudgments, proceedings recoveries, damages, costs and expenses or damages deficiencies incident to the disposal of any matter which is the subject of indemnification in this Section 6.1; and (whether absolutev) all interest, accruedpenalties, conditional or otherwise costs and whether or not resulting from third party claims)expenses of Buyer (including, including without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel incurred in the defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, accountants and counsel) arising out of or relating related to any Buyer Indemnity Claims. Notwithstanding the foregoing, for purposes of clause (i) any material misrepresentation or breach of any material the previous sentence, the representation and warranty of Seller contained in the Transaction Documents, (ii) any failure of Seller to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any obligation in respect thereof, clause (iii) any of Section 3.24 (a) shall be deemed to have been made to the best of Seller's knowledge, and all Excluded Liabilities. Seller the representation and warranty contained in clause (i) of the first sentence of Section 3.24 (b) shall not be required deemed to indemnify Purchaser Indemnitees have been made only with respect to any claim for indemnification resulting from or arising out the period of matters described above pursuant to this Section 9.1 unless and until time during which Seller occupied the aggregate amount of all such claims against Seller exceeds $25,000.00 (the “Threshold Amount”), in which case Seller Indemnitors shall be required to indemnify Purchaser Indemnitees for the full amount of such claims including the Threshold Amount. Claims thereafter may be asserted regardless of amount. Seller’s maximum liability to Purchaser Indemnitees shall not exceed fifty percent (50%) of the Closing Payment. The Parties understand and agree that any and all liabilities with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the Divisions shall be paid by Purchaser and Seller shall have no liability or obligation with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the DivisionsReal Properties.

Indemnity Obligations of Seller. Subject to the limitations set forth herein, Seller covenants and agrees to defend, indemnify and hold harmless Purchaser and its shareholders, officers, directors, Affiliates, successors and assigns and the respective officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, the “Purchaser Indemnitees”), from and againstagainst claims, and to pay or reimburse Purchaser Indemnitees for, any and all claimslosses, liabilities, obligationsdamages, lossesdeficiencies, finesdiminution in value, costs, proceedings or damages (whether absoluteinterest, accruedawards, conditional or otherwise judgments, penalties and whether or not resulting from third party claims)expenses, including all reasonable attorneys’ and accountants’ fees and disbursements of counsel expenses and including any such reasonable expenses incurred in connection with investigating, defending against or settling the defense of foregoing indemnifiable claims or enforcing any of the same or in asserting any provisions of their respective rights hereunder the indemnification provisions of this Agreement (collectively, as further modified by the immediately following proviso, “Losses”) (provided that (i) any claim by any Purchaser Indemnitee for costs and expenses incurred in investigating a matter shall only be considered a Loss to the extent the matter so investigated (x) is the subject matter of a Third Party Claim asserted against the Purchaser Indemnitees by a Person not an Affiliate of any Purchaser Indemnitee, (y) was originally brought to the Purchaser Indemnitees’ attention as a result of such Third Party Claim and not as a result of any investigation conducted by any Purchaser Indemnitees and (z) results in a Loss (without regard to and independent of such investigation costs) payable by Seller to the Purchaser Indemnitees, and (ii) any claim by any Purchaser Indemnitee for a Loss based upon diminution in value shall only be considered as a Loss if the claim is based on a breach of the representations and warranties contained in Section 3.3 (Financial Statements) of this Agreement), based on, resulting from, arising out of or relating to (i) any material misrepresentation or breach of any material warranty of Seller contained in the Transaction Documents, (ii) any failure of Seller to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any obligation in respect thereof, (iii) any and all Excluded Liabilities. Seller shall not be required to indemnify Purchaser Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described above pursuant to this Section 9.1 unless and until the aggregate amount of all such claims against Seller exceeds $25,000.00 (the “Threshold Amount”), in which case Seller Indemnitors shall be required to indemnify Purchaser Indemnitees for the full amount of such claims including the Threshold Amount. Claims thereafter may be asserted regardless of amount. Seller’s maximum liability to Purchaser Indemnitees shall not exceed fifty percent (50%) of the Closing Payment. The Parties understand and agree that any and all liabilities with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the Divisions shall be paid by Purchaser and Seller shall have no liability or obligation with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the Divisions.without duplication):

Indemnity Obligations of Seller. Seller covenants and agrees to defend, indemnify and hold harmless Purchaser Buyer and its Affiliatesparent corporations, successors and assigns and the respective officerssubsidiaries, shareholders, affiliates, directors, officers, employees, agents, advisers successors and representatives of the foregoing assigns (collectively, the “Purchaser Indemnitees”), from and against"Buyer Affiliates") harmless from, and to pay or reimburse Purchaser Indemnitees Buyer and each Buyer Affiliate for, any Buyer Indemnity Claims (as that term is hereinafter defined) arising under this Option Agreement. For purposes of this Option Agreement, the term "Buyer Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) the breach of any representations and warranties of Seller which are contained in or made pursuant to this Option Agreement; (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements, obligations or undertakings made by Seller in or pursuant to this Option Agreement; (iii) any liabilities or obligations arising out of any and all actions, claims, liabilitiessuits, obligationsproceedings, lossesdemands, finesassessments, costsjudgments, proceedings recoveries, damages, costs and expenses or damages deficiencies incident to the disposal of any matter which is the subject of indemnification under this Section 6.2; and (whether absoluteiv) all interest, accruedpenalties, conditional or otherwise costs and whether or not resulting from third party claims)expenses (including, including without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel incurred in the defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, accountants and counsel) arising out of or relating to (i) any material misrepresentation or breach matter which is the subject of any material warranty of Seller contained in the Transaction Documents, (ii) any failure of Seller to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any obligation in respect thereof, (iii) any and all Excluded Liabilities. Seller shall not be required to indemnify Purchaser Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described above pursuant to under this Section 9.1 unless 6.2 and until the aggregate amount of all such claims against Seller exceeds $25,000.00 (the “Threshold Amount”), in which case Seller Indemnitors shall be required to indemnify Purchaser Indemnitees for the full amount of such claims including the Threshold Amount. Claims thereafter may be asserted regardless of amount. Seller’s maximum liability to Purchaser Indemnitees shall not exceed fifty percent (50%) of the Closing Payment. The Parties understand and agree that any and all liabilities with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the Divisions shall be paid by Purchaser and Seller shall have no liability or obligation with respect to Warranty Obligations with respect to products sold prior to the Closing and relating to the Assets or the Divisionsproportionate extent Buyer Affiliates prevail.