Obligation of the Seller to Indemnify. (a) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against (i) any and all Environmental Actions based upon, arising out of or otherwise in respect of (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property).
(b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) the condition of the Environment on or prior to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership or operation of the Business or the Assets on or prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws.
(c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances).
Obligation of the Seller to Indemnify. Subject to the limitations on indemnification contained in this Article IX, from and after the Closing Date Sellers agree to indemnify, defend and hold harmless the Purchaser (and its respective shareholders, directors, officers, agents and employees) (each, an "Indemnitee") from and against all losses, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively "Losses") based upon, arising out of or otherwise in respect of (i) any breach of a representation or warranty contained in Article III, each of which representation and warranty shall be considered without regard to any materiality or Seller Material Adverse Effect qualification therein or (ii) any Excluded Liabilities or Excluded Assets. Notwithstanding the foregoing, the Sellers shall not be liable under clause (i) of this Section 9.1 for any Losses arising in any discrete claim for indemnity (i.e., a claim with respect to a particular item or set of closely related items) if the amount of such Loss is less than $25,000.
Obligation of the Seller to Indemnify. The Seller shall indemnify, defend and hold harmless the Buyer from and against any losses arising out of or due to (I) any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any document or other writing delivered pursuant hereto; and (ii) any liability or obligation assumed by the Seller herein.
Obligation of the Seller to Indemnify. Subject to the limitations contained in Article 10 and Section 11.4, the Seller agrees to indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party in any action or proceeding between the indemnifying party and the indemnified party or between the indemnified party and any third party, or otherwise) ("Losses") based upon, or arising out of (a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any Documents delivered by the Seller pursuant to this Agreement or (b) any
Obligation of the Seller to Indemnify. The Seller will indemnify and hold the Purchaser and Affiliates harmless from and against any liability, loss, cost, damage or expense sustained by the Purchaser or an Affiliate based upon, arising out of or resulting from any of the following; provided, however, that such indemnification shall not be effective until the aggregate dollar amount of all such liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) exceeds $25,000:
(a) any misrepresentation, breach of warranty or non-fulfillment of any agreement on the part of the Seller under this Agreement or any of the Related Agreements or any misrepresentation in, or omission from, any certificate or other instrument furnished or to be furnished to the Purchaser hereunder or thereunder;
(b) liabilities of the Seller not specifically assumed by the Purchaser, including, without limiting the foregoing, any claim for payment of any kind from an employee of the Seller made as a result of or in connection with the transactions contemplated herein;
(c) any bodily injury or property damage or other damages resulting from the production, sale or use of products of the Seller shipped by or on behalf of the Seller prior to the Closing Date or that are not covered by the Seller's insurance; and
(d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including attorneys' fees, incident to any of the foregoing.
Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 8.5 hereof, the Seller hereby agrees to indemnify the Purchaser and its officers, directors, employees, agents and its affiliates (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability for, payments of all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature, net of any tax benefit actually realized by the Indemnified Party (it being understood that any such benefit shall be paid in the first instance by Indemnifying Parties and refunded by the Indemnified Party upon the realization of the benefit) to the extent not covered by insurance the benefits of which will inure to the applicable Indemnified Parties (as defined below) (collectively, "Losses"), that may be imposed on or incurred by any Purchaser Indemnified Party or the Company (collectively, the "Group") as a consequence of or in connection with (i) any inaccuracy or breach of any representation or warranty contained in Article III hereof or (ii) any breach of or failure by the Seller to comply with or perform any agreement or covenant contained in this Agreement or (iii) any Losses relating to the Tridion Assets and Liabilities. The term "Losses" as used herein is not limited to matters asserted by third parties against the Group but includes Losses incurred or sustained by the Group in the absence of third party claims.
Obligation of the Seller to Indemnify. The Seller hereby agrees, to indemnify the Purchaser and its affiliates, shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their affiliates (individually a "PURCHASER INDEMNIFIED Party" and collectively, the "PURCHASER INDEMNIFIED PARTIES") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, any obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "LOSSES"), that may be imposed on or incurred by the Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained herein or in any certificate delivered by the Seller at the Closing; (b) any breach or failure by the Seller to comply with, perform or discharge any obligation, agreement or covenant by the Seller contained in this Agreement; or (c) any IG2 Liability not included on SCHEDULE 1.
Obligation of the Seller to Indemnify. The Seller shall indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Losses”) based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or (ii) breach by the Seller of any covenant or agreement contained in this Agreement.
Obligation of the Seller to Indemnify. The Seller (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the Buyer (and its partners, officers, employees, Affiliates, successors and assigns) (collectively, the "Indemnitees") from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys' fees, disbursements and other charges incurred by any Indemnitee in any action or proceeding between the Indemnifying Party and an Indemnitee or between an Indemnitee and any third party or otherwise) ("Losses") based upon, arising out of, or otherwise in respect of (i) any inaccuracy in or any breach of any representation or warranty contained in Article 3 or any (ii) claim, action or proceeding brought by any person claiming any tag- along or similar rights relating to the Shares, Warrants, and/or Additional Warrants. The Indemnifying Party shall promptly reimburse any Indemnitee for any such costs and expenses incurred by the Indemnitee from time to time upon the written request of the Indemnitee.
Obligation of the Seller to Indemnify. Subject to the other terms and conditions of this Article VI, the Seller shall indemnify, defend and hold harmless the Buyer Parties and their directors, officers, employees, shareholders, successors and permitted assigns (collectively, the “Buyer Indemnitees”) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Losses”) based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or any other transaction document to be delivered hereunder, (ii) breach by the Seller of any covenant or agreement contained in this Agreement or any other transaction document to be delivered hereunder or (iii) Indemnified Tax Matters (as defined in Section VI.5 below).
