Common use of Seller Indemnities Clause in Contracts

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. 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, oror *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. (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;