Common use of Seller’s Agreement to Indemnify Clause in Contracts

Seller’s Agreement to Indemnify. (a) Subject to the limitations, conditions, and provisions set forth herein, Purchasers shall be entitled, from and after the Effective Time, to indemnification by Sellers, jointly and severally, for all demands, claims, actions, losses, damages, liabilities, costs, and expenses, including interest, penalties, reasonable costs of investigation, and reasonable attorneys' fees, asserted against or incurred by Purchasers or any of their respective shareholders, officers, directors, Affiliates, employees and agents (the "Purchasers' Indemnitees"): (i) resulting from a breach of any representation or warranty of Sellers contained in this Agreement or any of the other Transaction Agreements; (ii) resulting from a breach of any covenant or agreement of Sellers or the Principals contained in this Agreement or any of the other Transaction Agreements (including without limitation those obligations contained in SECTION 1.8 and SECTION 6.2 hereof); (iii) related to Sellers' operation of the Business or any other operations prior to the Effective Time; (iv) resulting from Warranty Claims; (v) with respect to any Excluded Liabilities; (vi) resulting from or arising out of (A) all Liabilities arising from or related to any presence, suspected presence, release, generation, treatment, transport, recycling, storage, or disposal of any Hazardous Material, or arising from arrangements for any of the foregoing by or for Sellers, prior to the Effective Time, or (B) all Liabilities under or, any violation of or, any noncompliance with, any Environmental Law, which liability, violation or noncompliance occurred or existed prior to the Closing Date; (vii) any and all current claims and/or claims arising up to and including the Effective Time under the BC Employment Standards Act, Human Rights Code, Workers' Compensation Act, and/or any other applicable legislation; (viii) subject to Article VI, liability to any employee, past or present, active or inactive of the Business, for wages, severance and/or wrongful dismissal under common law and for Employment Standards Act notice, specifically but not limited to under Section 97 and 88 of the Employment Standards Act arising up to and including the Effective Time; (ix) with respect to any broker, finder, or other Person acting on behalf of Sellers, the Principals or their Affiliates in connection with the transactions herein contemplated; (x) with respect to liabilities for Taxes owed by Sellers or the Principals relating to any period ending on or before the Effective Time; (xi) resulting from any consent not obtained as contemplated by SECTION 1.4; and/or (xii) any and all claims that the services provided, the business conducted, and products sold in connection with the Business infringe on the Intellectual Property of any third party (regardless of whether such third parties are listed on SECTION 4.16 of the Disclosure Schedule) (collectively, the "Purchasers' Damages").

Seller’s Agreement to Indemnify. (a) Subject Upon the terms and subject to the limitationsconditions of this Article XII, conditions, Seller Parent and provisions set forth herein, Purchasers shall be entitled, from and after the Effective Time, to indemnification by SellersCompany agree, jointly and severally, for to indemnify, defend and hold harmless Buyer Parent, Buyer, their Affiliates and their respective directors, officers, employees and representatives (collectively, "Buyer Indemnitees"), at any time and from time to time after the Initial Closing, from and against all demands, claims, actionsactions or causes of action, assessments, losses, damages, liabilitiesLiabilities, costs, costs and expenses, including interest, penalties, reasonable costs of investigation, penalties and reasonable attorneys' feesfees and expenses (collectively, "Damages"), asserted against against, resulting to, imposed upon or incurred by Purchasers Buyer Indemnitees, directly or indirectly, by reason of, resulting from, arising out of or relating to: (a) any of their respective shareholders, officers, directors, Affiliates, employees and agents the Excluded C Liabilities; (the "Purchasers' Indemnitees"): (ib) resulting from a any breach of any representation or warranty of Sellers Seller or the Company contained in or made pursuant to this Agreement or any Seller Related Instrument (which for purposes of this Article XII shall not include the Excepted Ancillary Agreements, it being the intent of the parties that the representations, warranties, covenants and other Transaction Agreementsagreements contained in such Excepted Ancillary Agreements be independent of this Agreement for purposes of this Article XII) or any facts or circumstances constituting such a breach (disregarding for the purpose of quantifying any such Damages, all qualifications therein with respect to materiality or Material Adverse Effect, except for Section 5.04); (iic) resulting from a any breach of any covenant or agreement of Sellers or the Principals Company contained in or made pursuant to this Agreement or any Seller Related Instrument or any facts or circumstances constituting such breach; (d) any of the other Transaction Agreements (including without limitation those obligations contained in SECTION 1.8 and SECTION 6.2 hereof)Excluded C Assets; (iiie) related any failure by Seller to Sellers' operation comply with any "bulk sales" laws applicable to the transactions contemplated hereby; (f) the business of C Israel, to the Business extent arising out of any event, circumstance or any other operations condition occurring or existing prior to the Effective Time; (iv) Initial Closing Date, including any violation of applicable Law resulting from Warranty Claimsthe C Israel Loan Repayment; or (vg) with respect to any Excluded Liabilities; (vi) resulting from or arising out of (A) all Liabilities arising from or related to any presence, suspected presence, release, generation, treatment, transport, recycling, storage, or disposal of any Hazardous Material, or arising from arrangements for any of the foregoing by or for Sellers, prior 300 Madison Liabilities (the items referred to in clauses (a) through (f) being collectively referred to herein as the Effective Time, or (B) all Liabilities under or, any violation of or, any noncompliance with, any Environmental Law, which liability, violation or noncompliance occurred or existed prior "Buyer Claims"). No indemnification payment required to the Closing Date; (vii) any and all current claims and/or claims arising up be made pursuant to and including the Effective Time under the BC Employment Standards Act, Human Rights Code, Workers' Compensation Act, and/or any other applicable legislation; (viii) this Section 12.03 shall be subject to Article VIany right of setoff, liability to any employeecounterclaim, past defense, abatement, suspension, deferment or present, active or inactive of the Business, for wages, severance and/or wrongful dismissal under common law and for Employment Standards Act notice, specifically but not limited to under Section 97 and 88 of the Employment Standards Act arising up to and including the Effective Time; (ix) with respect to any broker, finder, or other Person acting reduction on behalf of Sellers, the Principals or their Affiliates in connection with the transactions herein contemplated; (x) with respect to liabilities for Taxes owed by Sellers or the Principals relating to any period ending on or before the Effective Time; (xi) resulting from any consent not obtained as contemplated by SECTION 1.4; and/or (xii) any and all claims that the services provided, the business conducted, and products sold in connection with the Business infringe on the Intellectual Property of any third party (regardless of whether such third parties are listed on SECTION 4.16 of the Disclosure Schedule) (collectively, the "Purchasers' Damages")an unrelated claim.

Seller’s Agreement to Indemnify. (a) Subject to the limitations, conditions, terms and provisions conditions set forth herein, Purchasers shall be entitled, from and after the Effective TimeClosing, to indemnification by SellersSellers shall indemnify and hold harmless Buyer and Mxxxxxxx and their respective directors, jointly officers, employees, affiliates, controlling persons, agents and severallyrepresentatives and their successors and assigns (collectively, for “Buyer Indemnitees”) from and against all liabilities, demands, claims, actionsactions or causes of action, assessments, losses, damages, liabilitiescosts and expenses (including, costswithout limitation, reasonable attorneys’ fees and expenses) (collectively, including interest, penalties, reasonable costs of investigation, and reasonable attorneys' fees, “Buyer Damages”) asserted against or incurred by Purchasers any Buyer Indemnitee as a result of or any arising out of their respective shareholders, officers, directors, Affiliates, employees and agents (the "Purchasers' Indemnitees"): (i) resulting from a breach of any representation or warranty of Sellers contained in Article VI of this Agreement or any of the other Transaction Agreements; Agreement, (ii) resulting from the Excluded Liabilities or Excluded Assets, (iii) a breach of any agreement or covenant or agreement of Sellers or the Principals contained any Seller in this Agreement Agreement, (iv) any attempt (whether or not successful) by any Person to cause or require Buyer to pay any liability of, or claim against, Sellers of any kind in respect of the other Transaction Agreements (including without limitation those obligations contained in SECTION 1.8 and SECTION 6.2 hereof); (iii) related to Sellers' operation of the Business or any other operations prior to the Effective Time; (iv) resulting from Warranty Claims; (v) with respect to any Excluded Liabilities; (vi) resulting from or arising out of (A) all Liabilities arising from or related to any presence, suspected presence, release, generation, treatment, transport, recycling, storage, or disposal of any Hazardous Material, or arising from arrangements for any of the foregoing by or for Sellers, prior to the Effective Time, or (B) all Liabilities under or, any violation of or, any noncompliance with, any Environmental Law, which liability, violation or noncompliance occurred or existed prior to the Closing Date; (vii) any and all current claims and/or claims arising up , to and including the Effective Time extent not specifically assumed or subject to an indemnity by Buyer under the BC Employment Standards Actterms of this Agreement, Human Rights Code, Workers' Compensation Act, and/or any other applicable legislation; (viii) subject to Article VI, liability to any employee, past or present, active or inactive of the Business, for wages, severance and/or wrongful dismissal under common law and for Employment Standards Act notice, specifically but not limited to under Section 97 and 88 of the Employment Standards Act arising up to and including the Effective Time; (ix) with respect to any broker, finder, or other Person acting on behalf of Sellers, the Principals or their Affiliates in connection with the transactions herein contemplated; (x) with respect to liabilities for Taxes owed by Sellers or the Principals relating to any period ending on or before the Effective Time; (xi) resulting from any consent not obtained as contemplated by SECTION 1.4; and/or (xiiv) any and all claims that made by Txxxxx Xxxxxxx, (vi) all Environmental Liabilities and Costs in any way related to Seller’s operation of the services providedBusiness before the Closing Date or any environmental conditions in, on, under, from or about the Real Property, the business conductedPurchased Assets or other properties or assets owned, and leased or used by Sellers, which were created, existed or arose prior to the Closing Date, except to the extent that any such environmental condition was exacerbated by Buyer’s actions after Closing, or which relate to the Excluded Assets, or (vii) any product liability claim with respect to products sold in connection with by the Business infringe on prior to the Intellectual Property of any third party (regardless of whether such third parties are listed on SECTION 4.16 of the Disclosure Schedule) (collectively, the "Purchasers' Damages")Closing.

Seller’s Agreement to Indemnify. (a) Subject to the limitations, conditions, terms and provisions conditions set forth herein, Purchasers shall be entitled, from and after the Effective TimeClosing, to indemnification by SellersSeller shall indemnify and hold harmless the Buyers and the Surviving Corporations and their respective directors, jointly officers, employees, affiliates, controlling persons, agents and severallyrepresentatives and their successors and assigns (collectively, for the "Buyer Indemnitees") from and against: (a) all liability, demands, claims, actionsactions or causes of action, assessments, losses, damages, liabilitiescosts and expenses (including, costswithout limitation, and expenses, including interest, penalties, reasonable costs of investigation, and reasonable attorneys' feesfees and expenses) (collectively with the damages set forth in clauses (b) and (c) hereof, asserted against "Buyer Damages") arising out of or incurred by Purchasers caused by, directly or indirectly, any or all of their respective shareholders, officers, directors, Affiliates, employees and agents (the "Purchasers' Indemnitees"): following: (i) resulting from a breach of any representation or warranty of Sellers contained in this Agreement or any of the other Transaction Agreementsmatter set forth on SCHEDULE 9.1; (ii) resulting from a any misrepresentation, breach or failure of any covenant warranty or agreement of Sellers representation made by Seller in or the Principals contained in pursuant to this Agreement without giving effect to any Material Adverse Effect, materiality or any of the other Transaction Agreements (including without limitation those obligations knowledge qualifiers contained in SECTION 1.8 therein; and SECTION 6.2 hereof); (iii) related any failure or refusal by Seller to Sellers' operation satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by Seller; (b) any actual losses, penalties or fines relating to the failure to obtain any required approval of a Governmental Authority for the OSC Merger; or (c) any actual losses or penalties relating to the failure to obtain within 90 days after the Closing, any required consent listed on Section 4.5 of the Business Disclosure Schedule or any other operations prior to the Effective Time; (iv) resulting from Warranty Claims; (v) with respect pursuant to any Excluded Liabilities; (vi) resulting from or arising out of (A) all Liabilities arising from or related to any presence, suspected presence, release, generation, treatment, transport, recycling, storage, or disposal of any Hazardous Material, or arising from arrangements for any of the foregoing by or for Sellers, prior to the Effective Time, or (B) all Liabilities under or, any violation of or, any noncompliance with, any Environmental Law, which liability, violation or noncompliance occurred or existed prior to the Closing Date; (vii) any and all current claims and/or claims arising up to and including the Effective Time under the BC Employment Standards Act, Human Rights Code, Workers' Compensation Act, and/or any other applicable legislation; (viii) subject to Article VI, liability to any employee, past or present, active or inactive of the Business, for wages, severance and/or wrongful dismissal under common law and for Employment Standards Act notice, specifically but not limited to under Section 97 and 88 of the Employment Standards Act arising up to and including the Effective Time; (ix) with respect to any broker, finder, or other Person acting on behalf of Sellers, the Principals or their Affiliates in connection with the transactions herein contemplated; (x) with respect to liabilities for Taxes owed by Sellers or the Principals relating to any period ending on or before the Effective Time; (xi) resulting from any consent not obtained as contemplated by SECTION 1.4; and/or (xii) any and all claims that the services provided, the business conducted, and products sold in connection with the Business infringe on the Intellectual Property of any third party (regardless of whether such third parties are contract listed on SECTION 4.16 Section 4.10(a) of the Disclosure Schedule) (collectively, to the "Purchasers' extent such consents are material to the Companies. The Buyers may offset against any amounts owing from the Buyers to Seller pursuant to SECTION 10.3(b), any amounts either agreed by Seller or determined by a court of competent jurisdiction to constitute Buyer Damages").