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) 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) 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. 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."