Common use of Seller Indemnity Clause in Contracts

Seller Indemnity. Seller shall indemnify and hold harmless Buyer from and against any and all claims, losses, liabilities, costs and expenses, whether or not relating to litigation or threatened litigation, arising out of: (a) any failure by Seller to perform any of its obligations hereunder; (b) the sale of product manufactured and pack- aged by Seller prior to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to the Closing Date; (d) any debt or other liability of Seller not specifically assumed by Buyer in the Assumption Agreement; (e) any claim by an employee or former employee of the Seller to the extent it arises as a result of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior to or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e).

Seller Indemnity. (a) Effective as of the Closing Date, Seller shall indemnify indemnify, defend and hold Buyer harmless Buyer from and against any actual, direct damages (and all claimsreasonable attorneys’ fees and other reasonable legal costs) incurred by Buyer within nine (9) months of the Closing Date (“Limitation Period”) resulting from an inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in Section 3.1 hereof, lossesof which inaccuracy Buyer had no knowledge of on or before the Closing Date. For purposes herein, liabilities, costs Buyer’s knowledge means the knowledge of Jxxx Xxxxx and expenses, whether or not relating to litigation or threatened litigation, arising out of: (a) any failure Sxxxxx Xxxxxx. Such agreement by Seller to perform so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, prior to the expiration of the Limitation Period, Seller shall have received notice from Buyer pursuant to Article 9 hereof referring to this Section and specifying the amount, nature, and facts underlying any claim being made by Buyer hereunder. Seller’s liability under this Section 15.1(a) shall be limited to damages, which, in the aggregate (i) exceed Fifty Thousand Dollars ($50,000.00) and (ii) are less than Two Million and Dollars ($2,000,000). In no event shall Seller be liable for consequential, punitive and/or exemplary damages of its obligations hereunder;any nature whatsoever. (b) the sale Effective as of product manufactured and pack- aged by Seller prior to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to the Closing Date; , Seller shall indemnify, defend and hold Buyer harmless from and against any actual, direct damages (d) but not for any debt or attorneys’ fees and other liability of Seller not specifically assumed legal costs incurred by Buyer in if Seller or its insurer shall conduct the Assumption Agreement; defense) incurred by Buyer with respect to a claim which (ea) any claim is made by an employee a third party alleging a tort committed by Seller or former employee (b) alleges bodily injury or property damage related to the Property and occurring during Seller’s ownership of the Seller to the extent it arises as a result of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior to or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e).Property..

Seller Indemnity. (a) Effective as of the Closing Date, Seller shall indemnify indemnify, defend and hold Buyer harmless Buyer from and against any actual, direct damages (and all claimsreasonable attorneys’ fees and other reasonable legal costs) incurred by Buyer within nine (9) months of the Closing Date (“Limitation Period”) resulting from an inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in Section 3.1 hereof, losses, liabilities, costs and expenses, whether of which inaccuracy Buyer had no knowledge of on or not relating to litigation or threatened litigation, arising out of: (a) any failure before the Closing Date. Such agreement by Seller to perform so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, prior to the expiration of the Limitation Period, Seller shall have received notice from Buyer pursuant to Article 9 hereof referring to this Section and specifying the amount, nature, and facts underlying any claim being made by Buyer hereunder. Seller’s liability under this Section 15.1(a) shall be limited to damages, which, in the aggregate (i) exceed Fifty Thousand Dollars ($50,000.00) and (ii) are less than Two Hundred Fifty Thousand Dollars ($250,000). In no event shall Seller be liable for consequential, punitive and/or exemplary damages of its obligations hereunder;any nature whatsoever. (b) the sale Effective as of product manufactured and pack- aged by Seller prior to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to the Closing Date; , Seller shall indemnify, defend and hold Buyer harmless from and against any actual, direct damages (d) but not for any debt or attorneys’ fees and other liability of Seller not specifically assumed legal costs incurred by Buyer in if Seller or its insurer shall conduct the Assumption Agreement; defense) incurred by Buyer with respect to a claim which (ea) any claim is made by an employee a third party alleging a tort committed by Seller or former employee of the Seller (b) alleges bodily injury or property damage related to the extent it arises as a result Property and occurring before the Closing Date; provided that such claim does not arise out of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior in any way relate to Hazardous Material or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e)Indoor Air Pollutants.

Seller Indemnity. (a) Effective as of the Closing Date, Seller shall indemnify indemnify, defend and hold Buyer harmless Buyer from and against any actual, direct damages (and all claimsreasonable attorneys’ fees and other reasonable legal costs) incurred by Buyer within one (1) year of the Closing Date (“Limitation Period”), losses, liabilities, costs provided that Buyer can prove it would not have incurred such damages except for an inaccuracy on or before the Closing Date in the representations and expenses, whether warranties by Seller set forth in the Section hereof entitled “Representations and Warranties by Seller,” of which Buyer had no notice of on or not relating to litigation or threatened litigation, arising out of: (a) any failure before the Closing Date. Such agreement by Seller to perform so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, prior to the expiration of sixty (60) days after the Limitation Period, Seller has received notice from Buyer pursuant to the Article hereof entitled “Notices” referring to this Section and specifying the amount, nature, and facts underlying any claim being made by Buyer hereunder. Seller’s liability under this Section 15.1(a) shall be limited to damages which, in the aggregate, do not exceed Two Million Dollars ($2,000,000.00) (“Liability Limitation”). In no event shall Seller be liable for consequential, punitive and/or exemplary damages of its obligations hereunder;any nature whatsoever. (b) Seller shall indemnify, defend and hold Buyer harmless from and against any actual, direct damages (but not for any attorneys’ fees and other legal costs incurred by Buyer if Seller or its insurer shall conduct the sale of product manufactured and pack- aged defense) incurred by Seller prior Buyer with respect to a claim which (a) is made by a third party alleging a tort committed by Seller; or (b) alleges bodily injury or property damage related to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller Property and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to occurring before the Closing Date; (d) ; provided that such claim does not arise out of or in any debt or other liability of Seller not specifically assumed by Buyer in the Assumption Agreement; (e) any claim by an employee or former employee of the Seller way relate to the extent it arises as a result of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior to or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e)Hazardous Material.

Seller Indemnity. Seller shall indemnify shall, effective from and after the Closing ----------------- Date, as the sole and exclusive obligation of Seller with respect to this Agreement or the Property, except as provided further in this Section, indemnify, defend and hold Buyer harmless Buyer from and against any actual, direct damages (and all claimsreasonable attorneys' fees and other legal costs) incurred by Buyer within one (1) year of the Closing Date which Buyer can prove Buyer would not have incurred but for any inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in the Section hereof entitled "Representations and Warranties of Seller," and Article 11 Entitled Brokers but specifically excluding any statement of facts, losseswhenever occurring, liabilitiesthat Buyer had notice of on or before the Closing Date. Such agreement by Seller to so indemnify, costs defend and expenseshold Buyer harmless shall be null and void except to the extent that, whether or not relating within one (1) year of the Closing Date, Buyer has actually incurred such damage and Seller has received notice from Buyer pursuant to litigation or threatened litigationArticle 9 hereof entitled "NOTICES" referring to this Section and specifying the amount nature and facts underlying any claim being made by Buyer hereunder. In addition, arising out of: Seller shall indemnify defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer for a claim which: (a) any failure is made by Seller to perform any of its obligations hereunder; a third party alleging a tort committed by Seller, or (b) the sale of product manufactured and pack- aged by Seller prior alleges bodily injury or property damage related to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller Property and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to occurring before the Closing Date; (d) ; provided that such claim does not arise out of or in any debt way relate to Hazardous Material or other liability of Seller pollutants. Additionally, this provision does not specifically assumed by Buyer in limit the Assumption Agreement; (e) any claim by an employee or former employee of the Seller to the extent it arises as a result of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior to or at closing or (iii) the cessation of employeeBuyer's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections remedies under Section 15.3 of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e)Agreement.

Seller Indemnity. (a) If Closing occurs, effective as of the Closing Date, subject to Subsection (c) below, Seller shall indemnify indemnify, defend and hold Buyer harmless Buyer from and against any actual, direct damages (and all claimsreasonable attorneys’ fees and other reasonable legal costs) incurred by Buyer within six (6) months of the Closing Date (the “Limitation Period”) resulting from an inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in Section 3.1 hereof (subject to the limitation in Section 3.1 hereof and as updated at Closing pursuant to Exhibit H), losses, liabilities, costs and expenses, whether of which inaccuracy Buyer had no knowledge of on or not relating to litigation or threatened litigation, arising out of: (a) any failure by Seller to perform any of its obligations hereunder;before the Closing Date. (b) If Closing occurs, effective as of the sale Closing Date, subject to Subsection (c) below, Seller shall indemnify, defend and hold Buyer harmless from and against any actual, direct damages (but not for any attorneys’ fees and other legal costs incurred by Buyer if Seller or its insurer shall conduct the defense) incurred by Buyer with respect to a claim which is made by a third party prior to the expiration of product manufactured and pack- aged the Limitation Period (i) alleging a tort committed by Seller prior to the Closing Date or (provided however that Buyer shall bear ii) alleging bodily injury or property damage related to the burden of proof with regard to any claim that product was made Property caused by Seller and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to occurring before the Closing Date; (d) ; provided that any debt or other liability of Seller not specifically assumed by Buyer such claim in the Assumption Agreement; (e) any claim by an employee or former employee of the Seller to the extent it arises as a result of either clause (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), and/or (ii) the conduct does not arise out of the Seller prior or in any way relate to Hazardous Material or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e)Indoor Air Pollutants.

Seller Indemnity. Seller shall defend, indemnify and hold harmless Buyer and its Affiliates, directors, officers, shareholders, employees, successors, assigns and agents (“Buyer Entities”) from and against any and all causes of action, claims, judgments, obligations, damages, penalties, fines, costs (including those associated with any environmental investigation, removal, clean-up, government oversight and restoration work and materials), liabilities and losses (including, without limitation, reasonable attorneys’ fees, consultants’ fees, and expert fees) (collectively, “Claims”) to the extent caused by: (i) Pre-Existing Contamination (as defined below), except that if Seller proves that the Pre-Existing Contamination did not arise from the operation, occupancy or use of the Real Property by Seller, Syntex Laboratories, Inc., or any of their predecessors, affiliates, employees, subtenants, occupants, contractors, agents or invitees (“Seller-related Use Entities”), Seller’s share of liability for such Claims (i.e. Claims caused by Pre-Existing Contamination that Seller proves did not arise from the operation, occupancy or use of the Real Property by Seller-related Use Entities) shall be limited to fifty percent (50%) of the amount of such Claims and Seller’s total liability for all such Claims in the aggregate shall be limited to $1,000,000; (ii) any failure of Seller-related Use Entities to comply at the Real Property with Environmental Laws except to the extent such Claim is caused by matters described in Section 5.2(ii); provided that Buyer’s mere ownership alone of the Ground Lease with Pre-Existing Contamination on or under the Real Property shall not be considered a Buyer violation of Environmental Laws as described in Section 5.2(ii) for purposes of this indemnity; (iii) any breach by Seller of any environmental provision of this Agreement; and (iv) any Claim for personal injury, whether asserted before or after Closing, to the extent that is alleged to arise from pre-Closing exposure to building/construction materials at the Real Property or from exposure to building/construction materials caused by Seller’s performance of Closure Work; provided, however, that Seller’s indemnity obligations under any portion of this Section 5.1 will not extend to the extent that such Claims (w) are within the scope of Buyer’s indemnity to Seller in Section 5.2, (x) are first party costs or losses that are released by Buyer Entities pursuant to Section 5.3, (y) are covered by a policy of Worker’s Compensation/Employer’s Liability Insurance in amounts required by applicable law held by Buyer or Buyer Entities or (z) arise from any losses, liabilitiescosts or other Claims suffered, costs incurred, or asserted by Stanford or any obligations imposed by Stanford under the Ground Lease or otherwise related to the Property, whether at surrender of the Ground Lease or earlier, and expenses, whether or not relating to litigation or threatened litigation, arising out of: (a) any failure by Seller to perform any of its obligations hereunder; (b) the sale of product manufactured and pack- aged by Seller prior to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to the Closing Date; (d) any debt or other liability of Seller not specifically assumed by Buyer in the Assumption Agreement; (e) any claim by an employee or former employee of the Seller to the extent it arises as a result of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior to or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e).from conditions

Seller Indemnity. (a) Effective as of the Closing Date, Seller shall indemnify indemnify, defend and hold Buyer harmless Buyer from and against any actual, direct damages (and all claimsreasonable attorneys’ fees and other reasonable legal costs) incurred by Buyer within one (1) year of the Closing Date (“Limitation Period”) resulting from an inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in Section 3.1 hereof, losses, liabilities, costs and expenses, whether of which inaccuracy Buyer had no knowledge of on or not relating to litigation or threatened litigation, arising out of: (a) any failure before the Closing Date. Such agreement by Seller to perform so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, prior to the expiration of the Limitation Period, Seller shall have received notice from Buyer pursuant to Article 9 hereof referring to this Section and specifying the amount, nature, and facts underlying any claim being made by Buyer hereunder. Seller’s liability under this Section 15.1(a) shall be limited to damages, which, in the aggregate exceed Twenty Five Thousand Dollars ($25,000.00) and (ii) are less than Five Hundred Thousand Dollars ($500,000.00). In no event shall Seller be liable for consequential, punitive and/or exemplary damages of its obligations hereunder;any nature whatsoever. (b) the sale Effective as of product manufactured and pack- aged by Seller prior to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller and such product caused the damage for which indemnification is sought); (c) the conduct of the Business by Seller prior to the Closing Date; , Seller shall indemnify, defend and hold Buyer harmless from and against any actual, direct damages (d) but not for any debt or attorneys’ fees and other liability of Seller not specifically assumed legal costs incurred by Buyer in if Seller or its insurer shall conduct the Assumption Agreement; defense) incurred by Buyer with respect to a claim which (ea) any claim is made by an employee a third party alleging a tort committed by Seller or former employee of the Seller (b) alleges bodily injury or property damage related to the extent it arises as a result Property and occurring before the Closing Date; provided that such claim does not arise out of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior in any way relate to Hazardous Material or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or (f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e)Indoor Air Pollutants.

Seller Indemnity. Seller Sellers shall indemnify indemnify, defend, save and hold harmless Buyer the Purchaser Indemnified Parties from and against any and all claims, losses, liabilities, costs and expenses, whether or not relating to litigation or threatened litigation, arising Losses (without duplication) that arise out of: : (a) any failure by Seller to perform any of its obligations hereunder; (b) the sale of product manufactured and pack- aged by Seller prior to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller and such product caused the damage for which indemnification is sought); (ci) the conduct of the Business by Seller prior to the Closing Date; (d) any debt or other liability of Seller not specifically assumed by Buyer in the Assumption Agreement; (e) any claim by an employee or former employee businesses of the Seller Group (other than the Business) before, at and after the Effective Time and (ii) liabilities to the extent it arises as a result arising out of, based on or resulting from businesses of either the Seller Group (iother than the Business). Notwithstanding anything to the contrary, the parties acknowledge and agree that (x) the sale purpose of this Section 10.3 is to effect the separation of the Assets or Business from the Seller Group as it may relate to liabilities and expressly not to serve as recourse to the Seller Group for breaches of the representations and warranties in Article 3 and (y) for the avoidance of doubt, Sellers shall not be required to indemnify the Purchaser Indemnified Parties hereunder for any Losses to the extent arising out of the Business (if such employee is not on whether before or after the Transferred Employee list), Effective Time) or any Losses to the extent arising out of (ii1) the conduct transactions of the Seller prior to or at closing or (iii) Group with the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made Business pursuant to the Worker Adjustment Ancillary Documents at or after the Effective Time or (2) any Contracts set forth on Schedule 10.3(b) between any of the Companies or the Subsidiaries, on the one hand, and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable lawmembers of the Seller Group, contract on the other hand, including the Contracts with the Utility Affiliates referenced in Section 7.2(i). Purchaser shall make claims against the Representations and Warranties Insurance Policy to the extent coverage is available and Purchaser reasonably determines there is a claim to be made thereunder prior to (or agreementsubstantially concurrent with) the making of any claim under this Article 10 and any proceeds recovered; or (f) any misrepresentation or breach provided, for the avoidance of warranty contained doubt, the foregoing shall not be construed as providing that the indemnification in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant Article 10 serves as recourse to the preceding subsections Seller Group for breaches of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs the representations and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e)warranties in Article 3.