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

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and Parent and their respective directors, officers, employees, affiliates, controlling persons, agents, representatives and their successors and assigns (collectively, "BUYER INDEMNITIES") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) (collectively, "BUYER DAMAGES") asserted against or incurred by any Buyer Indemnities as a result of or arising out of (i) a breach of any representation or warranty contained in Article III of this Agreement, (ii) Excluded Liabilities, or (iii) a breach of any agreement or covenant of Seller or any of the Seller Subsidiaries in this Agreement or in any of the Non-U.S. Agreements. In the event of any breach of any representation or warranty for which indemnification is owed hereunder, the determination of the amount of any Buyer Damages resulting therefrom shall take into account all Buyer Damages resulting from the items giving rise to the breach without regard to any materiality qualification contained in the breached representation or warranty, to the extent the materiality qualification would otherwise apply to items giving rise to the breach.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and Parent the Railcar Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents, agents and representatives and their successors and assigns (collectively, the "BUYER INDEMNITIESBuyer Indemnified Parties") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) (collectivelycollectively but without duplication, "BUYER DAMAGESBuyer Damages") asserted against or incurred by any of the Buyer Indemnities Indemnified Parties as a result of of, relating to or arising out of (i) a breach of any representation or warranty made by Seller contained in Article III of this Agreement, Agreement or (ii) Excluded Liabilities, or (iii) a breach of any agreement or covenant of Seller or any of the Seller Subsidiaries contained in this Agreement or in any Agreement. Notwithstanding anything to the contrary contained herein, for purposes of the Non-U.S. Agreements. In the event of any breach of any this Article VIII, if a representation or warranty contained in Article II hereof (except Section 2.7) which contains the term Material Adverse Effect is breached without giving effect to such term (in other words, in order to determine whether a breach of such representation or warranty has occurred for which purposes of obtaining indemnification is owed hereunderunder this Article, the determination of the amount of any Buyer Damages resulting therefrom term Material Adverse Effect shall take into account all Buyer Damages resulting be deemed deleted from the items giving rise to the breach without regard to any materiality qualification contained in the breached such representation or warranty), Buyer Damages for such a breach shall be determined without giving effect to the extent the materiality qualification would otherwise apply to items giving rise to the breachany Material Adverse Effect standard contained therein.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and Parent and their respective directors, officers, employees, affiliates, controlling persons, agents, representatives and their successors and assigns (collectively, "BUYER INDEMNITIESIndemnities") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) (collectively, "BUYER DAMAGES") asserted against or incurred by any Buyer Indemnities as a result of or arising out of (i) a breach of any representation or warranty contained in Article III of this Agreement, (ii) Excluded Liabilities, or (iii) a breach of any agreement or covenant of Seller or any of the Seller Subsidiaries in this Agreement or in any of the Non-U.S. Agreements. In the event of any breach of any representation or warranty for which indemnification is owed hereunder, the determination of the amount of any Buyer Damages resulting therefrom shall take into account all Buyer Damages resulting from the items giving rise to the breach without regard to any materiality qualification contained in the breached representation or warranty, to the extent the materiality qualification would otherwise apply to items giving rise to the breach.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and Parent the Railcar Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents, agents and representatives and their successors and assigns (collectively, "BUYER INDEMNITIES"the “Buyer Indemnified Parties”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' and accountants' ’ fees and expenses) (collectivelycollectively but without duplication, "BUYER DAMAGES"“Buyer Damages”) asserted against or incurred by any of the Buyer Indemnities Indemnified Parties as a result of of, relating to or arising out of (i) a breach of any representation or warranty made by Seller contained in Article III of this Agreement, Agreement or (ii) Excluded Liabilities, or (iii) a breach of any agreement or covenant of Seller or any of the Seller Subsidiaries contained in this Agreement or in any Agreement. Notwithstanding anything to the contrary contained herein, for purposes of the Non-U.S. Agreements. In the event of any breach of any this Article VIII, if a representation or warranty contained in Article II hereof (except Section 2.7) which contains the term Material Adverse Effect is breached without giving effect to such term (in other words, in order to determine whether a breach of such representation or warranty has occurred for which purposes of obtaining indemnification is owed hereunderunder this Article, the determination of the amount of any Buyer Damages resulting therefrom term Material Adverse Effect shall take into account all Buyer Damages resulting be deemed deleted from the items giving rise to the breach without regard to any materiality qualification contained in the breached such representation or warranty), Buyer Damages for such a breach shall be determined without giving effect to the extent the materiality qualification would otherwise apply to items giving rise to the breachany Material Adverse Effect standard contained therein.