Seller’s Indemnification Obligation. Seller and Equity Holder shall jointly and severally indemnify and defend Buyer, its subsidiaries and other Affiliates, and each of their respective directors, members, managers, officers, employees and agents (each, a “Buyer Indemnified Party”), and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (i) any breach of any representation or warranty of Seller or Equity Holder contained in or given in writing pursuant to this Agreement (including related portions of the schedules), or in any other agreement or instrument delivered in connection herewith, including the Compliance Certificate, (ii) any breach or nonfulfillment by Seller, Premier, or Equity Holder of any covenant or obligation contained in this Agreement, including without limitation breaches or violations of Section 9 of this Agreement, or in any other agreement or instrument delivered in connection herewith, (iii) any and all liabilities and obligations of every nature and description of Seller or Equity Holder, including, without limitation, recoupment of DIR fees or any other amounts due or that may become due from Seller to Medicare, Medicaid, any other health care reimbursement or payment intermediary, or other third party-payor resulting from or arising out of the conduct of the Business to the extent such amounts are attributable to any period prior to the Date of Inventory, or any other form of Medicare or other health care reimbursement recapture, adjustment, or overpayment whatsoever, including fines and penalties with respect to any period prior to the Date of Inventory, (iv) Seller’s ownership, possession or use of the Assets up to and including the Date of Inventory, Seller’s operation of the Pharmacies prior to or on the Date of Inventory, Seller’s third party provider numbers or licenses, or any other events, acts or omissions of Seller which occurred prior to or on the Date of Inventory, including, without limitation, the Excluded Liabilities and claims or actions brought against Buyer under any of the Assigned Contracts based on events, acts or omissions of Seller which occurred prior to or on the Date of Inventory, (v) any liability with respect to Bulk Transfer Laws or otherwise arising under Section 15 of this Agreement, (vi) any liability with respect to a Warn Act Breach, or (vii) any liability with respect to Seller’s Broker or otherwi...
Seller’s Indemnification Obligation. Seller agrees to protect, defend, indemnify and hold Buyer harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including reasonable attorney's fees), which Buyer may hereafter incur, become responsible for or pay out as a result of death bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any violation of governmental law, regulation, or orders, caused, in whole or in part, by (a) Seller's breach of any term or provision of this Agreement, (b) any negligent or willful acts, errors or omissions by Seller, its employees, officers, agents, representatives or sub-contractors in the performance of Services under this Agreement; or (c) dangerously defective Items
Seller’s Indemnification Obligation. Seller agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Buyer and Parallax and their respective officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Buyer Indemnified Parties”) from and against any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (each, a “Liability” and, collectively, “Liabilities”) incurred by any of the foregoing Persons arising out of (a) any misrepresentation in or breach of any representation or warranty of Seller contained in Article II of this Agreement and/or (b) any breach of any covenant or agreement of Seller contained in this Agreement, and/or (c) any action, suit, litigation, proceeding at law or in equity, arbitration or governmental investigation against, or threatened against, Buyer relating to any pre-Closing matter regarding the Purchased Assets, except in all cases to the extent any Liabilities arise out of any breach of the Buyer's representations, warranties, covenants or agreements set forth in this Agreement.
Seller’s Indemnification Obligation. Seller shall indemnify and defend Buyer, its subsidiaries and affiliates, and each of their respective directors, members, managers, officers, employees and agents (each, a “Buyer Indemnified Party”), and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (a) any breach of any representation or warranty of Seller contained in or given in writing pursuant to this Agreement, or in any other agreement or instrument delivered in connection herewith, (b) any breach or nonfulfillment by Seller of any covenant or obligation contained in this Agreement or in any other agreement or instrument delivered in connection herewith, (c) any and all liabilities and obligations of every nature and description of Seller, or (d) Seller’s possession or use of the Assets, the Premises or the Store up to and including the Date of Inventory, Seller’s operations prior to or on the Date of Inventory, Seller’s third party provider numbers or licenses, Seller’s Existing Leases, or any other events, acts or omissions of Seller which occurred prior to or on the Date of Inventory, including, without limitation, claims or actions brought against Buyer under Seller’s Existing Leases based on events, acts or omissions of Seller which occurred prior to or on the Date of Inventory. The terms and provisions of this Section 10 shall survive the Closing.
Seller’s Indemnification Obligation. Seller agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Buyer, its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Buyer Indemnified Parties”) from and against any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (each, a “Liability” and, collectively, “Liabilities”) incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation or warranty of Seller contained in Article II of this Agreement, (b) any breach of any covenant or agreement of Seller contained in this Agreement or (c) any use by Seller, its Affiliates or their respective licensees (other than xXXxX*s or Buyer) of the CCS Domain Name or the CCS Trademark prior to the Closing, including, without limitation, any claims of infringement relating thereto.
Seller’s Indemnification Obligation. The Seller covenants and agrees to indemnify, defend and hold harmless the Purchaser and its officers, directors, control Persons, representatives, executors, assigns, successors and affiliates (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all losses, damages, liabilities, claims, costs, expenses (including reasonable legal fees) (“Losses”); provided, however, that “Losses” will not include special, exemplary, treble, unforeseeable consequential, or punitive damages, suffered, sustained, incurred or paid by any Purchaser Indemnified Party resulting from or arising out of, directly or indirectly:
i. Any misrepresentation, breach or inaccuracy of any representation or warranty of the Company or the Seller set forth in this Agreement or any Schedule, or Ancillary Agreement delivered by or on behalf of the Company or any Seller in connection herewith.
ii. Any breach of any covenant or agreement on the part of the Company or the Seller set forth in this Agreement or any Schedule, agreement, certificate or other document delivered by or on behalf of the Company or the Seller in connection herewith.
Seller’s Indemnification Obligation. (a) Subject to the limitations set forth in this Article XV and other than in respect of Taxes (which shall be governed solely by Article X hereof), Seller agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates, successors, permitted assigns, agents and representatives (collectively, the "Purchaser Indemnitees") from and against any and all liabilities, losses, expenses and fees, including court costs and reasonable attorneys' fees and expenses ("Losses") arising out of, or resulting from or relating to: (i) any breach as of the date of this Agreement or as of the Closing Date (A) of the representations and warranties of Seller set forth in Section 2.5 (Title to the RSUI Shares), Section 2.6 (Brokers and Finders), Section 4.3 (Capitalization), Section 4.6 (Working Capital) and Section 4.14 (Employee Benefit Plans; ERISA) (other than Section 4.14(l), which is governed by Section 10.4(a)(ii)), and (B) of any of the other representations and warranties of Seller contained in this Agreement or in any certificate delivered to Purchaser in connection with the Closing; (ii) any breach or non-performance of any of the covenants or agreements of Seller contained in this Agreement; (iii) the Retained Liabilities; and (iv) any and all Actions, judgments, costs and expenses incidental to the foregoing.
(b) The aggregate amount for which Seller shall be liable under Section 15.3(a)(i) hereof shall in no event exceed one hundred percent (100%) of the Final Purchase Price; provided, however, that indemnification for Losses arising from breaches of any of the representations and warranties set forth in Section 2.5 (Title to the RSUI Shares), Section 2.6 (Brokers and Finders), Section 4.3 (Capitalization), Section 4.6 (Working Capital) and Section 4.14 (Employee Benefits; ERISA) shall not be subject to any limitation. Seller shall be required to indemnify the Purchaser Indemnitees pursuant to Section 15.3(a)(i)(B) hereof only when and to the extent that the aggregate Losses incurred by the Purchaser Indemnitees in connection with the matters identified therein exceeds two percent (2%) of the Final Purchase Price; provided that Seller's indemnification for Taxes shall be governed exclusively by Article X hereof.
Seller’s Indemnification Obligation. 2.1 Subject to Sections 2.2 to 2.11, SELLER shall indemnify, defend, save and hold harmless the SER Indemnified Parties from and against all Environmental Damages imposed upon or incurred by the SER Indemnified Parties, resulting from:
(A) an Environmental Claim or Voluntary Remediation Requirement in respect of any Site Contamination Issues;
(B) an Environmental Claim in respect of any Exposure Issues;
(C) an Environmental Claim or Voluntary Remediation Requirement in respect of any Disposal Issues; or
(D) an Environmental Claim or Voluntary Remediation Requirement in respect of any Non-compliance Issues, in each case, to the extent that such Environmental Condition occurred or existed prior to the Closing Date.
(A) SELLER's obligations under
(a) Section 2.1(D) of this Agreement in relation to Non- compliance Issues, other than with respect to the Listed US Compliance Issues; and
(b) under Section 2.1(A) of this Agreement in relation to Site Contamination Issues at the Lakeland Facility, other than with respect to the Known Lakeland Site Contamination Issues; and
(B) SPNV's obligations under
(a) Sections 2.1(D) of the Non-US Environmental Agreement in relation to Non-compliance Issues, other than with respect to the Listed Non-US Compliance Issues; and
(b) under Section 2.1 (A) of the Non-US Environmental Agreement in relation to Site Contamination Issues at the Barbastro Facility, in the aggregate shall be limited to $10,000,000.
2.3 SER Indemnified Parties shall not be entitled to indemnity under Section 2.1 of this Agreement unless and until the SER Indemnified Parties have incurred Environmental Damages of $1,000,000 in the aggregate which would be recoverable under this Agreement and/or under the Non-US Environmental Agreement but for this Section 2.3 of this Agreement and Section 2.3 of the Non-US Environmental Agreement (the "DEDUCTIBLE AMOUNT") and the indemnity in Section 2.1 of this Agreement shall be limited to the excess over the Deductible Amount, provided that the Deductible Amount shall not apply to and shall not include the Listed US Compliance Issues, the Listed Non-US Compliance Issues or the Known Lakeland Site Contamination Issues.
2.4 SER Indemnified Parties shall not be entitled to indemnity under Section 2.1 of this Agreement in relation to a Listed US Compliance Issue unless and until the SER Indemnified Parties have incurred Environmental Damages which:-
(A) would be recoverable under this Agreement in relation to Listed US Compli...
Seller’s Indemnification Obligation. The Seller agrees that, from and after the Closing, it shall indemnify, defend and hold harmless the Buyer, its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives ("Buyer Indemnified Parties") from and against any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) (each, a "Liability" and, collectively, "Liabilities") incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation or warranty of the Seller contained in Article 3 of this Agreement; (b) any breach of any covenant or agreement of the Seller contained in this Agreement; (c) any use by the Seller, its Affiliates or their respective licensees (other than the Buyer) of the Purchased Domain Names or associated websites, prior to the Closing, including, without limitation, any claims of infringement relating thereto; or (d) any claims by third parties relating to intellectual property breaches arising from, relating to or associated with the use, conveyance, or maintenance of any Intellectual Property prior to Closing, and any resulting claims therefrom.
Seller’s Indemnification Obligation. Seller agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Buyer, its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Buyer Indemnified Parties”) from and against any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (each, a “Liability” and, collectively, “Liabilities”) incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation or warranty of Seller contained in Article II of this Agreement, (b) any breach of any covenant or agreement of Seller contained in this Agreement or (c) any use by Seller, its Affiliates or their respective licensees (other than Buyer) of the Hostello Domain Names or the Hostello Trademarks prior to the Closing, including, without limitation, any claims of infringement relating thereto.
