Common use of Obligation of Purchaser to Indemnify Clause in Contracts

Obligation of Purchaser to Indemnify. (a) Regardless of any investigation at any time made by or on behalf of Sellers or of any knowledge or information that Sellers may have and subject to the limitations contained in this Section 10, Purchaser agrees to indemnify and hold the Sellers harmless from and against all Losses asserted against, imposed upon or incurred by the Sellers resulting from, arising out of or based upon any of the following: (i) any breach of or inaccuracy in any representation or warranty of Purchaser contained in this Agreement or any Transaction Document; (ii) any breach of any covenant or agreement made or to be performed by Purchaser pursuant to this Agreement or any Transaction Document; (iii) any Assumed Liability; (iv) any obligations relating to or arising under the WARN Act or similar state or local Law, in connection with the transactions contemplated under this Agreement to the extent such obligations relate to employees of Company on the Closing Date to whom Purchaser does not offer employment; (v) except as otherwise specifically contemplated in this Agreement, the operation of the Business or any part thereof by the Purchaser from and after Closing; and (vi) the costs to the Sellers of enforcing this indemnity against Purchaser, including, without limitation, all costs, fees and expenses of investigation, prosecution, defense and the fees and expenses of attorneys and other advisers. For the avoidance of doubt, notwithstanding the foregoing, Purchaser shall not be required to indemnify and hold harmless the Sellers for any Losses asserted against, imposed upon or incurred by the Sellers resulting from, arising out of or based upon an indemnification claim made by Purchaser under this Section 10 for breaches of representations and warranties relating to a Purchased Asset or an Assumed Liability.

Obligation of Purchaser to Indemnify. Purchaser hereby agrees to indemnify Seller and its officers, directors and affiliates (aindividually, a "SELLER INDEMNIFIED PARTY" and collectively, the "SELLER INDEMNIFIED PARTIES") Regardless of any investigation at any time made by or against, and to protect, save and keep harmless the Seller Indemnified Parties from, and to pay on behalf of Sellers or of reimburse the Seller Indemnified Parties as and when incurred for, any knowledge or information that Sellers may have and subject to the limitations contained in this Section 10, Purchaser agrees to indemnify and hold the Sellers harmless from and against all Losses asserted against, that may be imposed upon on or incurred by the Sellers any Seller Indemnified Party as a consequence of, in connection with, incident to, resulting from, from or arising out of or based upon in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of Purchaser contained in Article 3 hereof or in any certificate delivered by Purchaser at the following: Closing; (ib) any breach of or inaccuracy in failure by Purchaser to comply with, perform or discharge any representation obligation, agreement or warranty of covenant by Purchaser contained in this Agreement or any Transaction Document; and (iic) any breach of any covenant occurrences or agreement made or liabilities arising prior to be performed by Purchaser pursuant to this Agreement or any Transaction Document; (iii) any Assumed Liability; (iv) any obligations relating to or arising under the WARN Act or similar state or local Law, in connection with the transactions contemplated under this Agreement to the extent such obligations relate to employees of Company on the Closing Date to whom Purchaser does not offer employment; (v) except as otherwise specifically contemplated in this Agreementthe extent of reserves on the Financial Statements; PROVIDED that, the operation of the Business or any part thereof by the Purchaser from and after Closing; and (vi) the costs notwithstanding anything to the Sellers of enforcing contrary contained herein, Purchaser's indemnification obligations under this indemnity against Purchaser, including, without limitation, all costs, fees and expenses of investigation, prosecution, defense and the fees and expenses of attorneys and other advisers. For the avoidance of doubt, notwithstanding the foregoing, Purchaser Section 5.3(c) shall not be required subject to indemnify the limitations set forth in Section 5.5 hereof. None of the provisions of this Article 5 shall apply to the claims, obligations, liabilities, covenants and hold harmless the Sellers for any Losses asserted againstrepresentations under Section 2.13 or Section 4.2, imposed upon or incurred which shall be governed solely by the Sellers resulting from, arising out terms of or based upon an indemnification claim made by Purchaser under this Section 10 for breaches of representations and warranties relating to a Purchased Asset or an Assumed Liability4.2.

Obligation of Purchaser to Indemnify. (a) Regardless of any investigation at any time made by or on behalf of Sellers or of any knowledge or information that Sellers may have and subject to the limitations contained in this Section 10, Purchaser agrees to indemnify indemnify, ------------------------------------ defend and hold the Sellers harmless Seller (and any director, officer, employee, Affiliate or successors and assigns of Seller) from and against all any Losses asserted against, imposed upon suffered or incurred by Seller or any of the Sellers resulting from, foregoing persons arising out of or based upon any of the following: (ia) any breach of the representations and warranties of Purchaser or inaccuracy in any representation or warranty of the covenants and agreements of Purchaser contained in this Agreement or in the Schedules or any Transaction Document; Documents, or (iib) any breach of any covenant or agreement made or to be performed Liabilities expressly assumed by Purchaser pursuant to this Agreement or any the other Transaction Document; Documents, or (iiic) any Assumed Liability; Liabilities which Purchaser (ivor its Affiliate) any obligations relating to or arising under the WARN Act or similar state or local Law, in connection with the transactions contemplated under this Agreement to the extent such obligations relate to employees of Company on the Closing Date to whom Purchaser does not offer employment; (v) except as otherwise specifically contemplated in this Agreement, the operation of the Business or any part thereof by the Purchaser from and after Closing; and (vi) the costs to the Sellers of enforcing this indemnity against Purchaser, including, without limitation, all costs, fees and expenses of investigation, prosecution, defense and the fees and expenses of attorneys and other advisers. For the avoidance of doubt, notwithstanding the foregoing, Purchaser shall not be would have been required to indemnify the Lessor Indemnitees (as such term is defined in the Lease Agreement) pursuant to Articles 12 and hold harmless 18 of the Sellers Lease Agreement (as modified below in this Section 12.03 and by Section 12.04 hereof) if such Articles had survived the Lease Release without regard to any subsequent amendment or termination of the Lease Agreement or (d) any Liabilities for which Purchaser (or its Affiliate) would have been required to indemnify the Lessor (as such term is defined in the IP Agreement) pursuant to Section 11.2 of the IP Agreement, or (e) any third party Losses asserted against, imposed upon or incurred by the Sellers resulting from, arising out of Seller being a limited partner of the Partnership except for Losses arising out of the gross negligence, willful misconduct or based upon an indemnification claim made by Purchaser breach of the Partnership Agreement of, or by, Seller. Notwithstanding the preceding, in no circumstance shall Purchaser's responsibilities to indemnify Seller under this Section 10 for breaches 12.03 extend to breach of representations and warranties relating to a Purchased Asset representation, warranty, covenant or an Assumed Liabilityagreement of SATP contained in the Lease Agreement (other than those provisions of the Lease Agreement that have been expressly incorporated into this Agreement).

Obligation of Purchaser to Indemnify. (a) Regardless of any investigation at any time made by or on behalf of Sellers or of any knowledge or information that Sellers may have and subject Notwithstanding anything in this Agreement to the limitations contained contrary, Purchaser shall have no liability under this Agreement to make any indemnification payment under Article 8 unless (i) Seller has first suffered Damages in excess of Two Hundred Thousand ($200,000.00) Dollars (the "Deductible"), in which case Purchaser's obligation to indemnify shall be for Damages in excess of the Deductible and (ii) Purchaser receives notice in writing from the indemnified party of such party's claim under said indemnity on or before the third anniversary of the Closing Date. Notwithstanding anything in this Section 10Agreement to the contrary, the maximum amount for which Purchaser can be liable for any claims for indemnification by all indemnified parties under this Agreement otherwise shall, in the aggregate, be Seven Million Five Hundred Thousand ($7,500,000.00) Dollars (the "Cap"). Seller acknowledges and agrees that no Affiliate of Purchaser shall have Liability to make any indemnification payments to Seller and that any such Affiliate shall have no Liability to return or refund any distributions received from the Purchaser. Subject to the foregoing, Purchaser agrees to indemnify the Seller and Seller's officers, directors, employees, counsel, agents, Affiliates, shareholders and assigns against, and hold the Sellers each of them harmless from and against from, all Losses asserted against, imposed upon or incurred by any of the Sellers foregoing by reason of, resulting from, arising out of or of, based upon any or otherwise in respect of the following: (ia) any breach of or inaccuracy in any representation or warranty made by Purchaser, pursuant to Article 6 of Purchaser contained in this Agreement or any Transaction DocumentAgreement; (iib) any breach Default of any covenant or agreement made or to be performed by Purchaser pursuant this Agreement; provided, such Default shall not be subject to the Deductible nor limited by the Cap; or (c) Any Liability of Seller assumed by Purchaser pursuant to the terms of this Agreement or any Transaction Transactional Document; (iii) any Assumed Liability; (iv) any obligations relating , including without limitation all Liabilities assumed by Purchaser pursuant to or arising under the WARN Act or similar state or local LawArticle 3; provided, in connection with the transactions contemplated under this Agreement to the extent such obligations relate to employees of Company on the Closing Date to whom Purchaser does not offer employment; (v) except as otherwise specifically contemplated in this Agreement, the operation of the Business or any part thereof by the Purchaser from and after Closing; and (vi) the costs to the Sellers of enforcing this indemnity against Purchaser, including, without limitation, all costs, fees and expenses of investigation, prosecution, defense and the fees and expenses of attorneys and other advisers. For the avoidance of doubt, notwithstanding the foregoing, Purchaser shall not be required subject to indemnify and hold harmless the Sellers for any Losses asserted against, imposed upon or incurred Deductible nor limited by the Sellers resulting fromCap. (d) Any personal Liability of Kevin Sheehan described in Sexxxxx 0.00; provided, arising out of or based upon an indemnification claim made such shall not be subject to the Deductible nor limited by Purchaser under this Section 10 for breaches of representations and warranties relating to a Purchased Asset or an Assumed Liabilitythe Cap.