Common use of Seller’s Indemnification Obligation Clause in Contracts

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 otherwise arising under Section 17 of this Agreement. Solely for purposes of Sections 13(ii) and 13(v) above, Seller, Equity Holder, and Premier shall jointly and severally indemnify and defend the Buyer Indemnified Parties and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees. The terms and provisions of this Section 13 shall survive the Closing.

Seller’s Indemnification Obligation. Each Seller and Equity Holder shall jointly and severally indemnify and defend Buyer, hold harmless Buyer and its subsidiaries and other AffiliatesAffiliates against all claims of, and each all actual loss, liability, actual damage or out-of-pocket expense, including reasonable fees and expenses of their respective directorscounsel, members, managers, officers, employees and agents whether involving a third party or between the parties to this Agreement (each, a “"Buyer Indemnified Party”Loss"), Buyer may suffer, sustain or become subject to as a result of (a) any breach of any warranties, covenants or other agreements contained in this Agreement, or any misrepresentation by any Seller, or any warranty or representation not being true as of the Closing or a claim by a third party which, without regard to the merits of the claim, would constitute such a breach or misrepresentation if such third party's allegations were true; (b) any Seller's failure to fully pay, perform and hold each Buyer Indemnified Party harmlessdischarge when the same become due and payable the Excluded Liabilities; (c) any of Sellers' other obligations, from liabilities, agreements or commitments that do not arise out of or are not in connection with the operation of the Business and/or the Assets; (d) any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; and against (e) any and all Lossesobligation or liability relating to any Benefit Plan or arrangement (including the Benefit Plans) sponsored, maintained or contributed to by Sellers or a Common Control Entity on or prior to the Closing Date to any person or entity, including the Employees, any such plan or the participants (or their beneficiaries) in any such plan, whether such liability is incurred on, prior to or after the Closing Date (including, without limitation, court costs any liability relating to benefits provided under any post-retirement welfare benefit plan), and reasonable attorney’s feesany obligation or liability to any Employee or other present or former employee of any Seller, or to any dependent, survivor or beneficiary thereof, 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 relating to any period such person's employment with any Seller on or 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 otherwise arising under Section 17 of this Agreement. Solely for purposes of Sections 13(ii) and 13(v) above, Seller, Equity Holder, and Premier shall jointly and severally indemnify and defend the Buyer Indemnified Parties and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees. The terms and provisions of this Section 13 shall survive the ClosingClosing Date.

Seller’s Indemnification Obligation. Seller and Equity Holder shall jointly and severally indemnify and defend Buyer, hold harmless Purchaser and its subsidiaries Affiliates and other Affiliates, and each of their the respective directors, members, managers, officers, officers and employees and agents of the foregoing Persons (each, a “Buyer Purchaser Indemnified PartyParties”), 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 against: (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, (iiia) any and all liabilities and obligations Losses which are imposed on, incurred by or asserted against any one or more of every nature and description of Seller or Equity Holderthe Purchaser Indemnified Parties, including(i) based upon, 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 any (x) breach or inaccuracy of any representation or warranty as if made on and as of the Business Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which shall be made for this purpose on and as of such date or time) or (y) breach of any agreement or covenant, in each case of clauses (x) and (y) made by Seller in or pursuant 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, (viii) any liability with respect to a Warn Act Breachconstituting, based upon, resulting from or arising out of (x) Retained Liabilities, or (viiy) any liability with respect subject to the time limitation set forth in Section 11.1(c) and the procedures set forth in Section 11.6, Other Environmental Liabilities or (iii) subject to Seller’s Broker right to defend against such Action pursuant to Section 11.4, as a result of, relating to or otherwise arising under from any Action brought against any one or more of the Purchaser Indemnified Parties related to the facts and circumstances that are the subject of the litigation listed on Schedule 11.2(a)(iii) (it being agreed that notwithstanding Section 17 of this Agreement. Solely 11.5(c) and for purposes of Sections 13(iithis clause (iii) only, Losses that may be claimed by Purchaser (subject to proof by Purchaser) shall include lost profits resulting from Purchaser’s inability, due to such Action, to sell Products to any Persons that were customers of the Business prior to Closing and 13(vthat were the subject of such Action; and (b) any cost or expense (including settlement costs and reasonable attorneys’, accountants’ and experts’ fees and court costs) incurred by Purchaser Indemnified Parties in connection with any of the foregoing (including any reasonable cost or expense incurred by Purchaser Indemnified Parties in enforcing their rights pursuant to this Section 11.2). Without limitation of clause (a)(i) above, Sellerclaims for indemnification under clause (a)(ii) (and, Equity Holderto the extent related to such claims, clause (b)) above may be made notwithstanding any matter disclosed on any Schedule hereto and Premier shall jointly regardless of whether or not the matter giving rise to such claims would constitute a breach of a representation and severally indemnify and defend the Buyer Indemnified Parties and hold each Buyer warranty made in Article III hereof. No Purchaser Indemnified Party harmless, from and shall be required to make any claim or demand against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees. The terms and provisions other Person prior to the making of this Section 13 shall survive the Closingany claim or demand for indemnification or at any other time.

Seller’s Indemnification Obligation. Seller Huffy and Equity Holder shall Sellers shall, jointly and severally severally, indemnify and defend Buyer, hold Purchaser and its subsidiaries and other Affiliates, and each of their respective directorssuccessors and assigns, members, managers, officers, employees harmless from and agents (each, a “Buyer Indemnified Party”)against, and hold each Buyer Indemnified Party harmlessin respect of: (a) all obligations and liabilities of Sellers or any of its Affiliates, from whether accrued, absolute, fixed, contingent or otherwise, not assumed by Purchaser pursuant to the Assumption Agreement or under any other agreement executed and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out delivered by the parties in furtherance of or resulting from the transactions described herein; (ib) any claim, cost, loss, liability, settlement, judgment, charge, fee, expense (including any reasonable attorneys', accountants' or other experts' fee or expense) or damage (collectively, "Damages") incurred or sustained by Purchaser or its Affiliates as a result of any inaccuracy or breach of any representation or warranty by Sellers or Huffy contained herein or under any other agreement executed and delivered by the parties in furtherance of Seller the transactions described herein; provided, however, that (i) Sellers and Huffy shall be required to indemnify Purchaser or Equity Holder contained its Affiliates pursuant to this clause (b) for any such breaches or inaccuracies only to the extent that the aggregate Damages resulting from such breaches or inaccuracies to Purchaser or its Affiliates exceed $1,500,000, (ii) Purchaser and its Affiliates shall not make any claim against Sellers or Huffy which individually (or in or given the aggregate with respect to related claims, including but not limited to, corrective actions, recalls and other related actions) does not exceed $20,000 (such claims that do not meet the threshold shall still be applied against the $1,500,000 aggregate basket and such aggregate minimum claim threshold shall not act as a deductible) and (iii) any claim for indemnification under this clause (b) must be made in writing pursuant in reasonable detail to Sellers or Huffy not later than the expiration of the applicable survival period specified in Section 10.1; (c) any Damages incurred or sustained by Purchaser or its Affiliates as a result of a breach by Sellers or Huffy of any covenant or other agreement contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein; (d) any liabilities for Taxes arising at any time out of the operation of the business of Sellers and its Affiliates prior to the close of business on the Closing Date or incurred in connection with the transactions contemplated by this Agreement (including related portions any transfer of recording taxes); (e) any Damages incurred or sustained by Purchaser or its Affiliates as a result of the schedules)operation of the business of Sellers, or in any other agreement or instrument delivered in connection herewithHuffy and its Affiliates prior to the close of business on the Closing Date, including but not limited to, any liabilities and obligations relating to (i) products shipped prior to the Compliance Certificateclose of business on the Closing Date, (ii) any breach all employee wages, salaries, bonuses, benefits or nonfulfillment by Seller, Premier, other compensation or Equity Holder employee claims relating to Sellers' employees for the period ending at the close 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 herewithbusiness on the Closing Date, (iii) all workers' compensation claims relating to injuries occurring prior to the close 38 of business on the Closing Date, or (iv) any litigation, proceeding or governmental investigation or action relating to actions taken by Sellers or Huffy prior to the close of business on the Closing Date, except to the extent assumed by Purchaser pursuant to the Assumption Agreement and all liabilities except for Damages relating to design or manufacturing defects for products shipped after the close of business on the Closing Date to the extent the representations and obligations of every nature warranties in Sections 2.30 and description of Seller 2.31 are not violated or Equity Holder, to the extent Sellers have not otherwise agreed to indemnify Purchaser for Damages pursuant to Section 10.2(h); (f) any Damages (including, without limitation, recoupment injuries to persons, property or natural resources, injunctive relief, the fees and disbursements of DIR legal counsel, environmental consultants or engineers, and any investigation and laboratory fees and response costs), whether or not the subject of a claim by any government entity 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 , which Purchaser or arising out its affiliates, successors, assigns, partners, contractors or lenders may incur by reason of any violation of or liability under any Environmental Law or the conduct presence of the Business any Hazardous Substances, to the extent such amounts are attributable to arising from any period event or condition that (i) on or prior to the Closing Date of Inventoryexists on, or results from the migration or transport from, the Owned Real Property or the leased real property, whether or not caused or contributed to by Sellers, and (ii) exists at any other form time at any location to the extent caused or contributed to by Sellers or any of Medicare its Affiliates; (g) any Damages incurred or sustained by Purchaser or its Affiliates as a result of any recall (voluntary or involuntary), safety advisory or other health care reimbursement recapture, adjustment, or overpayment whatsoever, including fines and penalties corrective action taken with respect to any period products shipped prior to the Date close of Inventorybusiness on the Closing Date; (h) any Damages incurred or sustained by Purchaser or its Affiliates with respect to any Double Guard booster seats, (iv) Seller’s ownershipmodel number 675, possession or use shipped within 16 months of the Assets up to and including the Date of InventoryClosing Date; provided, Seller’s operation of the Pharmacies prior to that Purchaser shall not recall, issue any safety advisory or on the Date of Inventory, Seller’s third party provider numbers or licenses, or take any other eventscorrective action with respect to such products without the written consent of Sellers or Huffy; provided further, acts that Purchaser may take the same corrective action taken by Sellers or omissions of Seller which occurred prior Huffy with respect to such products without such consent; and (i) all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Purchaser or on the Date of Inventoryits Affiliates in connection with any action, includingsuit, without limitationproceeding, the Excluded Liabilities and claims demand, assessment or actions brought against Buyer under judgment incident to 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 otherwise arising under Section 17 of this Agreement. Solely for purposes of Sections 13(ii) and 13(v) above, Seller, Equity Holder, and Premier shall jointly and severally indemnify and defend the Buyer Indemnified Parties and hold each Buyer Indemnified Party harmless, from and matters indemnified against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees. The terms and provisions of in this Section 13 shall survive the Closing10.2.

Seller’s Indemnification Obligation. Seller Huffy and Equity Holder shall Sellers shall, jointly and severally severally, indemnify and defend Buyer, hold Purchaser and its subsidiaries and other Affiliates, and each of their respective directorssuccessors and assigns, members, managers, officers, employees harmless from and agents (each, a “Buyer Indemnified Party”)against, and hold each Buyer Indemnified Party harmlessin respect of: (a) all obligations and liabilities of Sellers or any of its Affiliates, from whether accrued, absolute, fixed, contingent or otherwise, not assumed by Purchaser pursuant to the Assumption Agreement or under any other agreement executed and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out delivered by the parties in furtherance of or resulting from the transactions described herein; (ib) any claim, cost, loss, liability, settlement, judgment, charge, fee, expense (including any reasonable attorneys', accountants' or other experts' fee or expense) or damage (collectively, "Damages") incurred or sustained by Purchaser or its Affiliates as a result of any inaccuracy or breach of any representation or warranty by Sellers or Huffy contained herein or under any other agreement executed and delivered by the parties in furtherance of Seller the transactions described herein; provided, however, that (i) Sellers and Huffy shall be required 32 38 to indemnify Purchaser or Equity Holder contained its Affiliates pursuant to this clause (b) for any such breaches or inaccuracies only to the extent that the aggregate Damages resulting from such breaches or inaccuracies to Purchaser or its Affiliates exceed $1,500,000, (ii) Purchaser and its Affiliates shall not make any claim against Sellers or Huffy which individually (or in or given the aggregate with respect to related claims, including but not limited to, corrective actions, recalls and other related actions) does not exceed $20,000 (such claims that do not meet the threshold shall still be applied against the $1,500,000 aggregate basket and such aggregate minimum claim threshold shall not act as a deductible) and (iii) any claim for indemnification under this clause (b) must be made in writing pursuant in reasonable detail to Sellers or Huffy not later than the expiration of the applicable survival period specified in Section 10.1; (c) any Damages incurred or sustained by Purchaser or its Affiliates as a result of a breach by Sellers or Huffy of any covenant or other agreement contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein; (d) any liabilities for Taxes arising at any time out of the operation of the business of Sellers and its Affiliates prior to the close of business on the Closing Date or incurred in connection with the transactions contemplated by this Agreement (including related portions any transfer of recording taxes); (e) any Damages incurred or sustained by Purchaser or its Affiliates as a result of the schedules)operation of the business of Sellers, or in any other agreement or instrument delivered in connection herewithHuffy and its Affiliates prior to the close of business on the Closing Date, including but not limited to, any liabilities and obligations relating to (i) products shipped prior to the Compliance Certificateclose of business on the Closing Date, (ii) any breach all employee wages, salaries, bonuses, benefits or nonfulfillment by Seller, Premier, other compensation or Equity Holder employee claims relating to Sellers' employees for the period ending at the close 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 herewithbusiness on the Closing Date, (iii) all workers' compensation claims relating to injuries occurring prior to the close of business on the Closing Date, or (iv) any litigation, proceeding or governmental investigation or action relating to actions taken by Sellers or Huffy prior to the close of business on the Closing Date, except to the extent assumed by Purchaser pursuant to the Assumption Agreement and all liabilities except for Damages relating to design or manufacturing defects for products shipped after the close of business on the Closing Date to the extent the representations and obligations of every nature warranties in Sections 2.30 and description of Seller 2.31 are not violated or Equity Holder, to the extent Sellers have not otherwise agreed to indemnify Purchaser for Damages pursuant to Section 10.2(h); 33 39 (f) any Damages (including, without limitation, recoupment injuries to persons, property or natural resources, injunctive relief, the fees and disbursements of DIR legal counsel, environmental consultants or engineers, and any investigation and laboratory fees and response costs), whether or not the subject of a claim by any government entity 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 , which Purchaser or arising out its affiliates, successors, assigns, partners, contractors or lenders may incur by reason of any violation of or liability under any Environmental Law or the conduct presence of the Business any Hazardous Substances, to the extent such amounts are attributable to arising from any period event or condition that (i) on or prior to the Closing Date of Inventoryexists on, or results from the migration or transport from, the Owned Real Property or the leased real property, whether or not caused or contributed to by Sellers, and (ii) exists at any other form of Medicare or other health care reimbursement recapture, adjustment, or overpayment whatsoever, including fines and penalties with respect to time at any period prior location to the Date of Inventory, (iv) Seller’s ownership, possession extent caused or use of the Assets up contributed 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, by Sellers 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 otherwise arising under Section 17 of this Agreement. Solely for purposes of Sections 13(ii) and 13(v) above, Seller, Equity Holder, and Premier shall jointly and severally indemnify and defend the Buyer Indemnified Parties and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees. The terms and provisions of this Section 13 shall survive the Closing.its Affiliates;

Seller’s Indemnification Obligation. Seller and Equity Holder shall jointly and severally indemnify and defend Buyer, its subsidiaries and other Affiliatesaffiliates, 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, Agreement; (ii) any breach or nonfulfillment by Seller, Premier, Seller 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 and Equity Holder, including, without limitation, recoupment of DIR fees or any other amounts due or that may become due from Seller to Medicare, Medicaid, or any other health care reimbursement or payment intermediary, or other third party-payor resulting from or arising out of the conduct of business at the Business Stores to the extent such amounts are attributable to any period prior to the Date of InventoryClosing, or any other form of Medicare or other health care reimbursement recapture, adjustment, or overpayment whatsoever, including fines and penalties penalties, with respect to any period prior to the Date of Inventory, Closing; (iv) Seller’s ownership, possession or use of the Assets Assets, the Premises or the Store up to and including the Date Dates of Inventory, Seller’s operation of the Pharmacies operations prior to or on the Date Dates 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 Dates 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; or, (v) any liability with respect Losses arising out of or relating to Bulk Transfer Laws the WARN Act or otherwise arising under Section 15 of this Agreement, (vi) any liability with respect to a Warn Act Breachsimilar state or local Law and Seller’s failure, or (vii) any liability alleged failure, to comply with respect to Seller’s Broker or otherwise arising under Section 17 of this Agreement. Solely for purposes of Sections 13(ii) and 13(v) above, Seller, Equity Holder, and Premier shall jointly and severally indemnify and defend the Buyer Indemnified Parties and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s feesterms thereof. The terms and provisions of this Section 13 10 shall survive the Closing.