Common use of Post-Closing Indemnity Clause in Contracts

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. If Closing occurs, thereafter (aA) Buyer will indemnify, defend The Sellers and the Majority Shareholders shall jointly and severally indemnify and hold harmless Seller, Seller’s affiliates, and their employees, agents, successors and assigns, (collectively, the “Seller Indemnified Parties”) for, Buyer from and against any and all demandsdamages arising out of, claims resulting from or in any way related to (including without limitation causes i) a breach of action or the failure to perform or satisfy any of the representations, warranties, covenants and agreements made by each Seller and each Shareholder in tort)this Agreement or in any document or certificate delivered by the Sellers at the Closing pursuant hereto, legal (ii) the occurrence of any event on or administrative proceedingsprior to the date of Closing that is (or would be, lossesbut for any deductible thereunder) covered by individual policies of insurance, liabilitiesblanket insurance policies or self insurance programs maintained by the Sellers, damages(iii) the Excluded Assets, penalties(iv) the existence of any liabilities or obligations of the Sellers (whether accrued, finesabsolute, liens, judgments, costs or expenses whatsoever (including without limitation reasonable attorneys’ fees and costs), whether direct or indirectcontingent, known or unknown, foreseen or unforeseenotherwise, relating and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with GAAP) other than the Assumed Obligations or (v) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. Notwithstanding the above, the Buyer shall be entitled to indemnification only in the event that the aggregate amount for which the Buyer is entitled to indemnification (excluding the limitation of this sentence) exceeds $ 25,000. It is expressly understood that in the event the aggregate amount of indemnification exceeds $25,000, Buyer shall be entitled to receive the total amount of indemnification amount from the first dollar. (B) In the event that Buyer is entitled to indemnification hereunder in any amount and any amounts are then held in escrow by the Escrow Agent under the Escrow Agreement, Xxxxx (on behalf of the Sellers) shall forthwith join with Buyer in a written direction to the Property Escrow Agent to release such amount to Buyer. To the extent that the amount of the required indemnification exceeds the amounts then available for release from escrow by the Escrow Agent, Sellers and the Majority Shareholders shall jointly and severally pay the excess to Buyer forthwith. (collectivelyC) On the first anniversary of the Closing, “Claims”Xxxxx (on behalf of the Sellers) that shall join with Buyer in a written direction to the Escrow Agent to release to the Company (on behalf of the Sellers) all amounts then held in escrow (together with any earnings thereon) which Escrow Agent is not then required to release to Buyer and which are brought by third parties against the Seller Indemnified Parties relating not then subject to any actual or alleged events, acts or omissions occurring with respect dispute under this Agreement. (D) In the event that there is any dispute on whether any party is required to sign any direction to the Property from and after Closing or with respect Escrow Agent hereunder, such dispute shall be resolved exclusively by arbitration by the American Arbitration Association in Great Barrington, Massachusetts. In the event that the parties agree that a direction to the Escrow Agent is required to a given extent but dispute whether such direction is required for any excess amount, then the parties shall execute such direction for to the given amount as to which there is no dispute, and the claimed loss, damage or injury occurred from and after Closing; and dispute on the excess amount shall be submitted to arbitration as aforesaid. (bE) Seller will indemnify, defend Buyer shall indemnify and hold harmless Buyer, Buyer’s affiliates, and their employees, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”) for, Sellers from and against any and all Claims damages arising out of, resulting from or in any way related to Buyer’s failure to make payments under the Assumed Obligations. (F) If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any Governmental Authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (1) take such action as the Indemnifying Party may reasonably request in connection with such action, (2) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (3) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (G) In any action or proceeding, the Indemnified Party shall have the right to retain its own counsel, but, in the event the Sellers are the Indemnified Party, Sellers shall have the right to retain only one counsel on behalf of all the Sellers; but the fees and expenses of such counsel shall be at its own expense unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (H) An Indemnifying Party shall not be liable under this Agreement for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (I) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are brought paid in full 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 ClosingIndemnifying Party. The obligations in Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under 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 ClosingAgreement.

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, 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 any 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 any 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 any Property prior to Closing or with respect to which the claimed loss, damage or injury occurred prior to Closing. The Master Purchase and Sale Agreement Walgreens—4 Pack 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. If Closing occurs, thereafter (a) Buyer will indemnify, defend and hold harmless Seller, Seller’s affiliates, and their employees, agents, successors and assigns, 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 any 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 any 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 any 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. 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, but that were not caused (in whole or in part) by any Seller Indemnified Party; 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, but that were not caused (in whole or in part) by any Buyer Indemnified Party. The obligations in this Section shall will 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 will survive Closing.

Post-Closing Indemnity. If Closing occurs, thereafter (a) Buyer will indemnify, defend and hold harmless Seller, Seller’s direct and indirect parent entities and affiliates, and their respective directors, managers, officers, employees, agents, successors and assigns, 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 any 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 any 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 direct and indirect parent entities and affiliates, and their respective directors, managers, officers, 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 any 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.