Seller Indemnities. To the fullest extent permitted by Applicable Law and subject to Section 14(d) and Section 16, Seller will defend, indemnify, and hold harmless Buyer, its Affiliates, and their respective present, former, and future directors, officers, other employees, agents, each of their successors, and assigns, and the heirs, executors, administrators of each of the foregoing that are natural persons (together, the “Buyer Indemnified Persons”), against all damages, losses, costs, expenses (including attorneys’ fees, costs and expenses), and other liabilities arising out of or in connection with all Seller Claims. “Seller Claims” means all claims, demands, suits, and causes of action by third parties (other than Buyer and its Affiliates) arising out of or in connection with this Agreement (including claims of negligence by Personnel of Seller or its Affiliates) that result, or are claimed to result, in whole or in part, from (i) the violation by Seller, its Affiliates, or any of their Personnel of any intellectual property right of another, (ii) the failure by Seller or its Affiliates to perform their obligations in this Agreement in accordance with their terms, or (iii) any other act or omission of Seller or its Affiliates.
Seller Indemnities. Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, and agents against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys fees, that Buyer, or its officers, directors, or agents shall incur or suffer, which arise, result from or relate to any breach of, or failure by Seller to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Seller under this Agreement. Notwithstanding any other provision of this Agreement, Seller shall not be liable to Buyer, or its officers, directors, or agents on any warranty, representation or covenant made by Seller in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $10,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $10,000 each reaches $10,000, Seller shall thereafter be liable in full for all such breaches and indemnities, and regarding all those claims, losses, expenses, obligations, and liabilities.
Seller Indemnities. Seller shall indemnify, defend and hold harmless Buyer and Buyer's current and future Affiliates and Affiliated Parties (the "BUYER INDEMNIFIED PARTIES") from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, settlement, cost and expense, reasonable attorneys' and accountants' fees, and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand (individually, a "LOSS" and collectively, "LOSSES"), of any kind or character (except as set forth in Section 7.7(g)), arising out of or in any manner incident, relating or attributable to (a) any inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement, the Ancillary Agreements or in any certificate, instrument of transfer or other document or agreement executed by Seller in connection with this Agreement or otherwise made or given in connection with this Agreement (together with this Agreement and the Ancillary Agreements, the "SELLER AGREEMENTS"), (b) any failure by Seller to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by Seller under any Seller Agreements, (c) Environmental Liabilities, (d) the enforcement of Buyer's rights against Seller under any Seller Agreements (if Buyer is deemed by the applicable court to be the prevailing party in any such enforcement or if any Losses are paid by Seller under this Article 7 respecting such enforcement), (e) any Liabilities under, respecting or arising from (i) that certain Loan Agreement dated as of April 30, 1999, as amended, among PSI, Key Corporate Capital Inc., as agent, and the other parties thereto, (ii) the ISDA Master Agreement with KCCI, dated as of July 19, 2001 or (iii) any and all other documents described as loan documents in, or otherwise evidencing, securing or in any way related to said Loan Agreement or said Master Agreement, (f) any of the matters set forth on SCHEDULE 4.17(B) hereto, (g) any claim, demand or allegation by any third party relating to any of the foregoing, or (h) the failure of Xxxxxx Xxxxxx to deliver the original promissory note described on SCHEDULE 2.5(A) stamped or marked paid in full following payment of the amount set forth on SCHEDULE 2.5(A) in respect thereof.
Seller Indemnities. From and after the Closing Date, LTI, Sub and the Stockholders will absolutely and irrevocably indemnify, defend and hold harmless the Buyer and OYOG and every Affiliate of OYOG (including the Buyer) and their respective directors, stockholders, officers, employees, agents, consultants, representatives, successors, transferees and assignees (collectively, the "Parties to be Indemnified by Sellers") from, against and in respect of any and all Claims that arise or result from or relate to the matters described in clauses (a) through (f) in this Section 8.1 (herein collectively referred to as the "Liabilities to be Indemnified by Sellers"); provided, that LTI, Sub and the Stockholders will not be obligated to indemnify the Parties to be Indemnified by Sellers pursuant to clauses (a) or (b) below (except for a breach of the representation made in Section 2.9, which will not be subject to this limitation) unless the aggregate Liabilities to be Indemnified by Seller under such clauses exceed on a cumulative basis $125,000 (the "Threshold Amount"), and then only to the extent of any such Liabilities to be Indemnified by Seller sustained by the Parties to by Indemnified by Seller in excess of such Threshold Amount; and provided, further, that LTI, Sub and the Stockholders will not be obligated to pay in excess of an aggregate amount equal to the Purchase Price for all Liabilities to be Indemnified by Sellers:
(a) The breach of any representation or warranty made by LTI, Sub or the Stockholders contained in this Agreement or in any certificate, exhibit, schedule or other document furnished or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement;
(b) The failure of LTI, Sub or the Stockholders to perform any of their respective covenants or agreements under or contained in this Agreement or in any certificate, exhibit, schedule or other document furnished or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement;
(c) Any Claim for Taxes relating to the Transferred Assets or the Business and to a period ending on or before the Closing Date or an event occurring on or before the Closing Date, including for any additional Taxes assessed as a result of or arising from an audit or examination of Tax Returns filed on or before the Closing Date or a recharacterization of any revenues, deductions or expenses reported or claimed thereon; provided that indemnities under this clause (c) will ...
Seller Indemnities. (A) SELLER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS CUSTOMERS, AND THEIR RESPECTIVE PARENT, HOLDING AND AFFILIATED COMPANIES, AND THEIR EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS (COLLECTIVELY THE "BUYER INDEMNITIES"), FROM AND AGAINST ALL LIABILITIES, LOSSES, CLAIMS, DEMANDS OR CAUSES OF ACTION (COLLECTIVELY "CLAIMS"), BY SELLER OR ITS SUBCONTRACTORS OF ANY TIER OR THEIR RESPECTIVE EMPLOYEES, OFFICERS AND AGENTS, BASED ON ILLNESS, INJURY OR DEATH OR DAMAGE OR DESTRUCTION OR LOSS OF USE OF PROPERTY THEREOF INCLUDING WITHOUT LIMITATION THE YARD, OCCURRING PRIOR TO THE DELIVERY TO AND ACCEPTANCE BY BUYER OF THE PLATFORM, INCIDENT TO OR CONNECTED WITH OR ARISING OUT OF OR IN ANY WAY RELATED DIRECTLY OR INDIRECTLY TO THE PERFORMANCE OF THIS AGREEMENT OR BREACH HEREOF, REGARDLESS OF CAUSE, INCLUDING THE SOLE OR CONCURRENT NEGLIGENCE OR FAULT OF ANY OF SELLER OR THE BUYER INDEMNITIES OR THEIR OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS OF ANY TIER OR THEIR EMPLOYEES OR AGENTS, UNSEAWORTHINESS, STRICT LIABILITY, OR ANY OTHER EVENT OR CONDITION WHETHER OR NOT ANTICIPATED BY ANY PERSON OR PARTY, REGARDLESS OF WHETHER PREEXISTING THE EXECUTION OF THIS AGREEMENT.
(B) SELLER SHALL BE LIABLE FOR ALL COSTS, EXPENSES, AND REASONABLE ATTORNEYS FEES INCURRED BY BUYER INDEMNITIES IN DEFENDING ANY COVERED CLAIMS AND IN ASSERTING THE INDEMNITIES AS SET FORTH HEREIN AGAINST SELLER. SELLER SHALL BE OBLIGATED TO BEAR THE EXPENSE OF THE INVESTIGATIONS AND EXPENSES OF ALL CLAIMS ARISING THEREFROM AND TO PAY THE FULL AMOUNT OF ANY JUDGMENT OR SETTLEMENT RENDERED AGAINST THE BUYER INDEMNITIES, IT BEING STIPULATED THAT ALL OBLIGATIONS OF INDEMNITY ASSUMED HEREIN SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, REGARDLESS OF HOW SUCH TERMINATION IS AFFECTED. THE BUYER INDEMNITIES SHALL PROVIDE REASONABLE ASSISTANCE TO SELLER IN RELATION TO THE DEFENSE OF CLAIMS WHICH ARE SUBJECT TO INDEMNITY HEREUNDER.
Seller Indemnities. 14.1 Subject to Clause 14.2, from and after the Completion Date, the Seller shall indemnify, defend and hold harmless on an after-Tax basis the Purchaser and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companies) (the "Purchaser Indemnitees"), from and against all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including the settlement of claims, reasonable attorneys', consultant and expert fees, the cost of investigation) which arise or result from or relate, directly or indirectly, to:
14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating to:
(A) the presence of any Dangerous Substance in the Environment:
(1) at, on, under, migrating from or migrating to any Real Property as of or prior to the Completion Date, or
(2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or
(B) the discharge or emission of any Dangerous Substances in the Environment:
(1) at or from the Real Property as of or prior to the Completion Date, or
(2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or
(C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; or
(D) the violation of any applicable Environmental Law by the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date, Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9);
14.1.2 Unpaid Company Restructuring Expenses;
Seller Indemnities. Seller shall release, defend, and indemnify Buyer Group from and against any and all Claims, REGARDLESS OF FAULT, for any (1) damage or casualty to the property of any member of Seller Group; and (2) injury to or illness or death of any member of Seller Group.
Seller Indemnities. Seller Indemnities" shall mean the following Persons:
Seller Indemnities. The Seller hereby agrees to indemnify and hold harmless each of the Purchasers and their affiliates from and against any and all damages, claims, losses or expenses (including reasonable attorneys’ fees and expenses) (“Damages”) actually suffered or paid by the Purchasers or their affiliates as a result of the breach of any representation or warranty made by Seller in this Agreement. To the extent that the Seller’s undertakings set forth in this Section 6(a) may be unenforceable, the Seller shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder.
Seller Indemnities. Subject to the provisions of this Section 7, from and after the Closing:
(i) The Seller shall indemnify, defend and hold harmless each Buyer Indemnified Party from and against any Losses such Buyer Indemnified Party shall suffer resulting from (A) the breach of any representation or warranty made by the Seller in this Agreement or in any Ancillary Certificate, (B) the breach of any covenant or agreement with respect to obligations to be performed by the Seller set forth in this Agreement, (C) any Excluded Liabilities, (D) any Taxes in respect of the Business being purchased hereunder or the Purchased Assets with respect to any period on or prior to the Closing, (E) the applicability of any bulk sales Laws to the Contemplated Transactions, (F) any Action by any Person alleging that the Contemplated Transactions were not duly authorized or approved in accordance with the Organizational Documents of the Seller or applicable Law or (G) the failure by the Seller to obtain any Consent required in connection with the completion of the Contemplated Transactions as such Consents are identified and disclosed on Schedule 4(c)(i)(C).
