Post-Closing Indemnity. (a) Subject to the provisions of this Article VIII, from and after the Closing, Seller Parties shall, jointly and severally, indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against any and all Damages arising out of, resulting from or in any way related to the following:
(i) a breach of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of), or inaccuracy or misrepresentation in, any of the representations or warranties made by Sellers in this Agreement or any Collateral Agreement;
(ii) a breach or default in performance by any Seller or the Company of any covenant or agreement of such Seller or Company contained in this Agreement or any Collateral Agreement;
(iii) any Funded Obligation of the Company that is not retired at Closing or otherwise taken into account in the calculation of the Closing Cash Payment pursuant to Section 2.2;
(iv) any pending or threatened Legal Proceedings disclosed or required to be disclosed on Schedule 3.6;
(v) the operations of the Company prior to the Closing Date;
(vi) the failure to register as a foreign company to conduct business in any state; or
(vii) any ERC payments for which the Company was not eligible.
(b) Subject to the provisions of this Article VII, from and after the Closing, Buyer shall indemnify and hold harmless the Sellers from and against any and all Damages arising out of, resulting from or in any way related to the following:
(i) a breach of, or inaccuracy in, any of the representations or warranties made by Buyer in this Agreement or any Collateral Agreement, or
(ii) a breach or default in performance by Buyer of any covenant or agreement of Buyer contained in this Agreement or any Collateral Agreement.
Post-Closing Indemnity. If Closing occurs, thereafter (a) Buyer will indemnify, defend and hold harmless Seller, Seller’s affiliates, and their employees, agents, successors and assigns, (collectively, the “Seller Indemnified Parties”) for, from and against any and all demands, claims (including without limitation causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including without limitation reasonable attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, relating to the Property (collectively, “Claims”) that are brought by third parties against the Seller Indemnified Parties relating to any actual or alleged events, acts or omissions occurring with respect to the Property from and after Closing or with respect to which the claimed loss, damage or injury occurred from and after Closing; and (b) Seller will indemnify, defend and hold harmless Buyer, Buyer’s affiliates, and their employees, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”) for, from and against any and all Claims that are brought by third parties against the Buyer Indemnified Parties relating to any actual or alleged events, acts or omissions occurring with respect to the Property prior to Closing or with respect to which the claimed loss, damage or injury occurred prior to Closing. The obligations in this Section shall not apply to any Claims which the Parties have expressly agreed, elsewhere in this Agreement or in the Transfer Documents, will be addressed, handled or allocated in a manner contrary to the foregoing general provisions. The provisions of this Section shall survive Closing.
Post-Closing Indemnity. 8.3.1 From and after the Closing, the Company Stockholders shall indemnify and hold harmless the Company, the Parent, the Buyer and their Affiliates, directors, officers and employees from and against any and all Damages in accordance with and subject to the limitations set forth in Section 10.1 of this Agreement.
8.3.2 From and after the Closing, the Parent shall indemnify and hold harmless the Company Stockholders, Buyer, the Company and their Affiliates, directors, officers and employees from and against any and all Damages in accordance with and subject to the limitations set forth in Section 10.2 of this Agreement.
Post-Closing Indemnity. (i) Subject to the provisions of Sections 9 and 10, from and after the Closing, the Seller shall indemnify and hold harmless the Company, the Purchaser and the PG Guarantor from and against any claim, liability, loss, cost, damage or expense (including, without limitation, expert fees, court costs and reasonable attorneys' fees) arising out of, resulting from or in any way related to: the breach of, or the failure to perform or satisfy any of, the representations, warranties and covenants made by the Seller in this Agreement; or all liabilities or obligations listed on Exhibit "B" [with payment for all severance costs covered by such indemnity to be made thirty (30) days following the Closing Date and within ten (10) business days following notification accompanied by the appropriate information with respect to the terminated employees]; or any additional tax liability (including penalties and interest) with respect to tax returns filed or which should have been filed for periods ending prior to or including the Closing Date with respect to the business, operations or properties of the Company or CSD Canada prior to or including the Closing Date.
(ii) Subject to the provisions of Sections 9 and 10, from and after the Closing, the Purchaser and the PG Guarantor shall indemnify and hold harmless the Seller from and against any claim, liability, loss, cost, damage or expense (including, without limitation, expert fees, court costs and reasonable attorneys' fees) 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 and covenants made by the Purchaser or the PG Guarantor in this Agreement; the liabilities or obligations under agreements listed on Exhibit "C" attached hereto; and severance payments under the Company's Severance Program (as defined in Exhibit "B" attached hereto) associated with employees terminated at any time after thirty (30) days after the Closing Date.
(b) All claims for indemnification under Section 8(a) of this Agreement shall be asserted and resolved as follows:
(i) A party claiming indemnification under this Agreement (an "Indemnified Party") shall promptly (A) notify the party from whom indemnification is sought (the "Indemnifying Party") of any third-party claim or claims asserted against the Indemnified Party ("Third Party Claim") which could give rise to a right of indemnification under this Agreement and (B) transmit to the Indemnifying Part...
Post-Closing Indemnity. Effective from and after Closing, Seller will indemnify and hold Buyer harmless from and against all direct, actual damages, costs, liabilities, obligations and losses incurred by Buyer resulting or arising from (i) any pending claim or litigation identified as “Pending Litigation” on the Disclosure Schedule and (ii) any amount reimbursed or credited to a tenant in accordance with the terms of its Lease resulting from a rent overcharge or audit request for any period prior to January 1, 2012. Buyer will give Seller prompt written notice of any claim asserted under (ii) above, and Seller will have the right to handle any resulting audit in accordance with the terms of the Lease for any period for which Seller has responsibility under the foregoing indemnity. Any liability incurred by Seller under this Section 6.12 shall not be included in the calculation of the aggregate maximum liability of Seller described in Section 8.5.
Post-Closing Indemnity. Effective as at the Closing Time, Purchaser shall provide an indemnity to Vendor and its Affiliates in the form annexed hereto as Schedule 4.4 providing for the obligations of Purchaser to indemnify and save those companies and their respective directors, officers, employees and agents harmless from and against all Environmental Liabilities on the basis contemplated therein.
Post-Closing Indemnity. Effective as of the Closing Date, Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, damages, losses, costs, expenses, liabilities and causes of action (including, but not limited to, all attorneys’ fees and court costs and expert witness fees paid or incurred by Seller) which arise out of or are in any way connected with (i) the presence of Hazardous Materials in, on, under or about the Property (including, but not limited to, any undiscovered Hazardous Materials located beneath the surface of the Property), (ii) violations of any Hazardous Materials Laws applicable to the Property or any activities thereon, (iii) the use, maintenance, operation, management, ownership or possession of the Property on or after the Closing Date, or (iv) the physical condition of the Property, including any buildings or other improvements included in the Property.
Post-Closing Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from and against any and all liabilities, charges, claims, costs, damages, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of any failure or alleged failure by Buyer to perform any of the obligations of Buyer relating to the Property, including, without limitation, all obligations of Buyer as successor tenant under the Master Lease, and, except as set forth in the Remediation Agreement, all other documents and agreements in effect concerning the Property, and as tenant in possession under all laws affecting the Property, as well as any Hazardous Materials contamination of the Property, whenever occurring, unless such contamination was not disclosed by Seller to Buyer prior to the Close of Escrow, and such contamination is shown by Buyer through clear and convincing evidence to have resulted from the sole active negligence or intentional act of Seller and/or Seller's employees, agents, or contractors. This indemnity shall survive the Close of Escrow and recordation of the deed.
Post-Closing Indemnity. From and after the Closing, each of the Chinese Parties shall, and hereby does, jointly and severally indemnify and hold harmless the Investor, and its Affiliates, directors, officers, and employees from and against any and all Damages arising out of, resulting from, or in any way related to (a) a material breach of, or the failure to perform or satisfy in any material respect any of, the representations, warranties, covenants, and agreements made by the Chinese Parties in this Agreement or in any document or certificate delivered by the Chinese Parties at the Closing pursuant hereto, (b) the occurrence of any event on or prior to the date of Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company. Any payment made to the Investor pursuant to the indemnification obligations under this Section 8.3 shall constitute a reduction in the Subscription Price hereunder It is recognized and hereby acknowledged by the Parties hereto that a breach or violation by the Company, any Guarantor, and/or the Chinese Equity Interest Holders of any or all of the covenants and agreements contained in this Section 8.3 may cause irreparable harm and Damage to the Investor in a monetary amount which may be virtually impossible to ascertain. As a result, each of the Chinese Parties recognizes and hereby acknowledges that the Investor shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any breach or violation of any or all of the covenants and agreements contained in this Section 8.3 by the Company, the Chinese Equity Interest Holders, the Chinese Equity Interest Holders, and/or their associates, Affiliates, partners, or agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other rights or remedies the Investor may possess hereunder, at law or in equity. Nothing contained in this Section 8.3 shall be construed to prevent Investor from seeking and recovering from the Company and/or the Chinese Equity Interest Holders Damages sustained by it as a result of any breach or violation by the Company, the Chinese Equity Interest Holders, or Chinese Equity Interest Holders of any of the covenants or agreements contained herein.
Post-Closing Indemnity. An indemnity agreement executed by Owners in accordance with the requirements of Section 12.2.2.
