Seller and Parent Indemnification. Subject to the limitations set forth in Section 5.01, Seller and Parent shall jointly and severally indemnify, defend and hold harmless Buyer and its Affiliates and each of their respective representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, of the Buyer Indemnified Parties arising out of or resulting from (i) Seller or Parent’s breach of this Agreement; or (ii) the negligence, violation of law, or willful misconduct of Seller or Parent or their respective Affiliates.
Seller and Parent Indemnification. Seller and Parent shall indemnify Buyer from and against any and all damages, losses, liabilities and expenses, including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding (collectively, "LOSSES"), incurred or suffered by Buyer (a) arising out of any breach of the representations, warranties, covenants or agreements of Seller or Parent set forth herein or in any other Transaction Agreement, (b) arising out of or in any way connected with the Retained Liabilities or (c) arising out of or in any way connected with PSI/UK or the ownership by Seller or Parent of the capital stock of PSI/UK; provided, however, that Buyer shall not be entitled to seek indemnity under this Section 11.1 or any other recovery or remedy for any Loss under this Agreement (i) for more than $750,000 in the aggregate, (ii) unless and until the aggregate amount of the losses exceeds $50,000 (in which case such indemnification obligations shall apply to only to the extent such Losses exceed $50,000 and (iii) at any time after (A) one year after the Closing Date with respect to Losses described in clause (a) above and (B) three years after the Closing Date for any Losses described in clause (b) or (c) above.
Seller and Parent Indemnification. Except as otherwise provided in this Article VIII, Seller and Parent will jointly and severally indemnify and reimburse Purchaser for any and all claims, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys' fees, court costs and settlement costs but excluding consequential, incidental, exemplary or punitive damages) (individually, a "Loss", collectively, "Losses") incurred by Purchaser and its affiliates and their successors or assigns, and their respective directors, officers, employees, consultants and agents (the "Purchaser Protected Parties"), as a result of, with respect to, or arising out of (i) any breach or inaccuracy of any representation or warranty of Seller set forth in this Agreement or the certificate delivered to the Purchaser pursuant to Section 6.01 24 hereof; (ii) any breach of or noncompliance by Seller with any covenant of Seller contained in this Agreement to be performed after the Closing; (iii) that certain case styled Peachtree Natural Gas, LLC v. Utilipro, Inc., Atlanta Gas Light Company and AGL Resources Inc., Civil Action No. 00VS009106F in the State Court of Xxxxxx County, State of Georgia; (iv) any liability relating to Employee Benefit Plans sponsored by Parent (including Parent's 401(k) plan) in which Seller's employees participated prior to the Closing; (v) any liability due to claims of creditors which could be asserted against Purchaser by reason of non-compliance with the bulk sales law of any state to the extent such liabilities are not Assumed Liabilities; (vi) any claim by any broker, agent, finder, or other person or entity, including Windsor Group, LLC, based upon any agreement or arrangement made or alleged to have been made by Seller in connection with the transaction contemplated under this Agreement; (vii) the amount of liquidated damages set forth on SCHEDULE 8.01 as a result of (a) a "termination for convenience" pursuant to Section 8.3(a) of that certain Service Agreement between Seller and SouthStar Energy Services, LLC ("SouthStar") dated September 1, 2000 (the "SouthStar Agreement") or (b) SouthStar's movement of then "Active Accounts" of SouthStar (as defined on SCHEDULE 8.01) to a provider of services other than Purchaser (including Southstar providing such services for its own benefit); provided, however, (x) the indemnity provided under subsection (vii) shall only apply to the Southstar Agreement as presently drafted (unless any amendment or modification th...
Seller and Parent Indemnification. Seller and Parent, jointly and severally, agree to indemnify Buyer, the Company and ChipPAC and their respective officers, directors, employees and representatives (the “Buyer Indemnitees”), and hold them harmless against any loss, liability, deficiency, damage or expense (including reasonable legal fees and expenses and including interest and penalties) (a “Loss”) which any Buyer Indemnitee may suffer, sustain or become subject to, as a result of (i) the breach by Seller or Parent of any representation, warranty, covenant or agreement made by Seller or Parent contained in this Agreement or in the closing certificate delivered pursuant to Section 4.2(m)(i) of this Agreement (without taking into account any disclosures made by Seller or Parent pursuant to Section 5.1(f), Section 6.23 or Section 7.6 hereof), (ii) any action, demand, proceeding, investigation or claim by a third party (including governmental agencies) against or affecting any Buyer Indemnitee which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the aforementioned representations, warranties, covenants or agreements of Seller or Parent, (iii) any claims of any brokers or finders claiming by, through or under Seller or Parent or (iv) except for any Assumed Liabilities, any liability or obligation of the Company or any of its Affiliates of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date, including, without limitation, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, environmental matter (including, without limitation, any of the matters set forth on the “Known Environmental Liabilities Schedule” attached hereto), claim or lawsuit (any of the foregoing items described in clauses (i) through (iv) inclusive an “Intersil Liability”). To the extent an Intersil Liability was retained or indemnified contractually by any prior direct or indirect owner of the Company (other than Parent or any of its Affiliates) or any predecessor of Seller or Parent, Buyer shall use commercially reasonable efforts to assist Seller or Parent to pursue...
