Common use of Seller’s Indemnity Obligations Clause in Contracts

Seller’s Indemnity Obligations. Seller (except for TAF) shall, jointly and severally, indemnify and hold harmless Purchaser and Purchaser's officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "PURCHASER INDEMNIFIED PARTY") from and against any and all claims (including without limitation, Environmental Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) ("INDEMNIFIED AMOUNTS") incurred by a Purchaser Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) except for the Assumed Liabilities, any act or omission by Seller or any officer, director, employee, agent or representative of Seller, occurring on or prior to the Closing Date with respect to the Business or the Acquisition Assets (including any claim by a third party, including employees and Clients arising out of or related to any act or omission by Seller or any officer, director, employee, agent or representative of Seller occurring on or prior to the Closing Date with respect to the Business or Acquisition Assets), (d) any Environmental Claim, or (e) any liabilities or obligations of Seller or any officer, director, employee, agent or representative of Seller not expressly assumed by Purchaser pursuant to this Agreement. For purposes of this SECTION 11.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PURCHASER INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE

Seller’s Indemnity Obligations. Seller (except for TAF) shallEach of InterventioNs and IDDRS, jointly severally and severallynot jointly, shall indemnify and hold harmless Purchaser and Purchaser's officers, directors, stockholders, employees, agents, representatives and Affiliates Purchaser's wholly-owned subsidiaries that acquire any of the Acquisition Assets (each a "PURCHASER INDEMNIFIED PARTY") from and against any and all claims (including without limitation, Environmental Claims)claims, actions, causes of action, arbitrations, proceedings, losses, damagesDamages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "INDEMNIFIED AMOUNTS") incurred by a Purchaser Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of such Seller in this Agreement, including without limitation with respect to environmental matters, Agreement or any certificate or conveyance instrument delivered in connection with this Agreement, (b) any violation or breach by such Seller of or default by Seller under the terms of this Agreement or any certificate or conveyance instrument delivered in connection with this Agreement, or (c) except the Excluded Liabilities of such Seller. Except for matters within the scope of SECTION 11.1(A) AND (B) of this Agreement, nothing in SECTION 11.1(C) above shall otherwise require Seller to indemnify Purchaser's Indemnified Parties for the Assumed Liabilitiesstatus of compliance of the Acquired Properties under the Environmental Laws or the presence, release, use, or handling of, or exposure to, Materials of Environmental Concern at, in, on, under, or emanating from any act or omission of the Acquired Properties. Nothing in this Agreement, however, shall be construed to constitute a waiver by Seller Purchaser or any officerof the other Purchaser Indemnified Parties for any claims, directorrights, employeeor remedies they may have or may acquire under the Environmental Laws, agent common law, or representative of Seller, occurring on or prior to the Closing Date otherwise with respect to the Business status of compliance of the Acquired Properties under the Environmental Laws or the Acquisition Assets (including any claim by a third partypresence, including employees and Clients arising out of or related to any act or omission by Seller or any officerrelease, director, employee, agent or representative of Seller occurring on or prior to the Closing Date with respect to the Business or Acquisition Assets), (d) any Environmental Claimuse, or (e) handling of, or exposure to, Materials of Environmental Concern at, in, on, under, or emanating from any liabilities or obligations of Seller or any officerthe Acquired Properties, directorand Purchaser and the other Purchaser Indemnified Parties expressly preserve and retain all such claims, employeerights, agent or representative of Seller not expressly assumed by Purchaser pursuant to this Agreement. For purposes of this SECTION 11.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PURCHASER INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVEand remedies.

Seller’s Indemnity Obligations. 7.1 Seller (except for TAF) shall, jointly and severally, hereby agrees to indemnify and hold harmless Purchaser and Purchaser's , its officers, directors, stockholders, employees, agentsagents and counsel and each entity or person who controls or is affiliated with Purchaser (each, representatives an “Indemnified Party”) against any and Affiliates all losses, claims, damages or liabilities, joint or several, that they or any of them shall have incurred or become subject to under any applicable law, insofar as such losses, claims, damages or liabilities (each or actions in respect thereof) arise out of or are based upon any misrepresentation or breach of warranty of Seller, contained in or made in connection with this Agreement or any other agreement or document delivered in connection therewith. (a) If any action or proceeding (including any investigation that may be preliminary thereto) is brought or commenced against any Indemnified Party in respect of which indemnity may be sought against Seller pursuant to this Section 7.2, such Indemnified Party shall notify Seller promptly in writing of the institution of such action or proceeding, and Seller, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party and any others Seller may designate in such action or proceeding and shall pay the fees and disbursements of such counsel relating to such action or proceeding. Notwithstanding the foregoing, in case any such action or proceeding is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party against Seller and such Indemnified Party notifies Seller of the commencement thereof, Seller shall be entitled to participate therein and, to the extent that it may wish, to assume directly control of the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from Seller to such Indemnified Party of its election so to assume the defense thereof, Seller will not be liable to such Indemnified Party (except as provided in the next paragraph) for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. In the event that an Indemnified Party desires to appeal the decision of a "PURCHASER INDEMNIFIED PARTY"court rendered in connection with any litigation, arbitration or proceeding involving a claim for indemnification hereunder, and Seller does not desire such appeal to be taken, such Indemnified Party shall nevertheless be entitled to proceed with such appeal and shall have the benefits of the indemnification provided hereunder in connection with such appeal. (b) In any such action or proceeding referred to in this paragraph (b) any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) Seller and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (B) the named parties to any such action or proceeding (including any impleaded parties) include both Seller and the Indemnified Party, and the Indemnified Party shall have concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which such instances the fees and expenses of such counsel shall be at the expense of Seller. It is understood that Seller shall not, in connection with any action or proceeding or related actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties. (c) Seller shall not be liable for any settlement of any action or proceeding effected without its prior written consent, but if settled with such consent, Seller agrees to indemnify the Indemnified Party from and against any and all claims (including without limitation, Environmental Claims), actions, causes of action, arbitrations, proceedings, indemnifiable losses, damagesclaims, remediations, liabilities, strict liabilities, judgments, fines, penalties damages and expenses (including, without limitation, reasonable attorneys' fees) ("INDEMNIFIED AMOUNTS") incurred liabilities by a Purchaser reason of such settlement. Seller shall not consent to the entry of any judgment or enter into any settlement of any action for which an Indemnified Party is or for which a Purchaser may be entitled (whether or not such Indemnified Party bears responsibility as is a result of (aparty thereto) any breach or misrepresentation to indemnification hereunder that is not in any of the representations form and warranties made by or on behalf of Seller in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) except for the Assumed Liabilities, any act or omission by Seller or any officer, director, employee, agent or representative of Seller, occurring on or prior substance satisfactory to the Closing Date with Indemnified Party and that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to the Business or the Acquisition Assets (including any claim by a third party, including employees and Clients arising out of or related to any act or omission by Seller or any officer, director, employee, agent or representative of Seller occurring on or prior to the Closing Date with respect to the Business or Acquisition Assets), (d) any Environmental Claim, or (e) any liabilities or obligations of Seller or any officer, director, employee, agent or representative of Seller not expressly assumed by Purchaser pursuant to this Agreement. For purposes of this SECTION 11.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PURCHASER INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVEsuch claim.

Seller’s Indemnity Obligations. Seller (except for TAF) shall, jointly and severally, shall indemnify and hold harmless Purchaser and Purchaser's officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "PURCHASER INDEMNIFIED PARTY") from and against any and all claims (including without limitation, Environmental Claims)claims, actions, causes of action, arbitrations, proceedings, losses, actual damages, remediations, liabilities, strict liabilities, judgments, fines, penalties judgments and expenses (including, without limitation, reasonable attorneys' fees) ("INDEMNIFIED AMOUNTS") incurred by a Purchaser Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, including without limitation with respect to environmental matters, Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) except for liabilities and obligations expressly assumed by Purchaser pursuant to this Agreement arising prior to the Assumed LiabilitiesClosing Date, any act or omission by Seller or any officer, director, employee, agent or representative of Seller, occurring on or prior to the Closing Date with respect to the Business or the Acquisition Assets (including any claim by a third party, including employees and Clients Inmates, arising out of or related to any act or omission by Seller or any officer, director, employee, agent or representative of Seller occurring on or prior to the Closing Date with respect to the Business or Acquisition Assets), or (d) any Environmental Claim, or (e) any liabilities or obligations of Seller or any officer, director, employee, agent or representative of Seller not expressly assumed by Purchaser pursuant to this Agreement. For purposes of this SECTION 11.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PURCHASER INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

Seller’s Indemnity Obligations. Seller (except for TAF) shall, jointly and severally, shall indemnify and hold harmless Purchaser and Purchaser's its respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "PURCHASER INDEMNIFIED PARTYPurchaser Indemnified Party") from and against any and all claims (including without limitation, Environmental Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "INDEMNIFIED AMOUNTSIndemnified Amounts") paid, imposed on or incurred by a Purchaser Indemnified Party Party, (i) relating to, resulting from or for which a Purchaser Indemnified Party bears responsibility as a result arising out of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, including without limitation with respect to EXHIBIT 2.2 ----------- 6 7 environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Seller and Shareholder of or default by Seller and Shareholder under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) except for the Assumed Liabilities, any act or omission by liability of Seller or any officer, director, employee, agent or representative of Seller, occurring on or prior to the Closing Date with respect to the Business or the Acquisition Assets (including any claim Shareholder not assumed by a third partyPurchaser, including employees and Clients without limitation the Excluded Liabilities; or (ii) relating to, resulting from or arising out of or related to any act or omission by Seller or any officer, director, employee, agent or representative allegation of Seller occurring on or prior to a third party of the Closing Date with respect to the Business or Acquisition Assetsevents described in Sections 10.1(a), (db) any Environmental Claim, or (ec) any liabilities or obligations of Seller or any officer, director, employee, agent or representative of Seller not expressly assumed by Purchaser pursuant to this Agreementabove. For purposes of this SECTION 11.1Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OF ANY PARTY, INCLUDING ANY PURCHASER INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE."