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

Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3, Seller shall indemnify and hold Purchaser and any of Purchaser's direct or indirect wholly-owned subsidiaries, and Purchaser and such subsidiaries only, harmless in respect of any and all Damages actually incurred, suffered or sustained by Purchaser in connection with (i) an imposition of any liability against Purchaser in connection with any Excluded Asset or arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason of, in connection with, or relating to any Environmental Claim resulting from, arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct of the Business by Seller at anytime prior to the Closing Date, in either case, even if such claim is not discovered until after the Closing Date, (vi) the costs of any Remedial Action necessary in connection with any of the Assets in order to prevent the occurrence of any Environmental Claim or arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (herein, the "Cap").

Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3, Seller shall defend, indemnify and hold Purchaser and any of Purchaser's direct or indirect wholly-owned subsidiariesharmless Buyer, PEI, their respective Affiliates, and Purchaser their respective Representatives, successors and such subsidiaries onlyassigns (collectively, harmless in respect of “Buyer Indemnified Parties”), from and against any and all Damages actually incurredfirst and third party actions, suffered or sustained by Purchaser in connection with suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses (iincluding without limitation reasonable attorneys’, experts’ and consultants’ fees) an imposition of any liability against Purchaser in connection with any Excluded Asset or (collectively, “Adverse Consequences”), arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason out of, or in connection with, or relating caused by, directly or indirectly, any or all of the following: (a) any misrepresentation, Breach or failure of any warranty, representation, agreement, covenant or certification made by the Companies or Seller, in this Agreement or pursuant hereto; (b) the operation of the Business prior to Closing; (c) any Environmental Claim resulting fromsuccessful action by Buyer against Seller or the Companies to enforce this Agreement or any of the agreements, documents or instruments contemplated hereby or executed in connection herewith; (d) any Proceeding or Judgment arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct ownership of the Business by Seller at anytime Stock prior to the Closing Date, including, without limitation, any ownership of Stock by Xxxxx (provided that, with respect to the Xxxxx Proceeding, reasonable attorneys’ fees shall be paid as set forth in either case, even if such claim is not discovered until after Section 12.4); (e) any failure or refusal by Seller or the Closing Date, Companies to satisfy or perform any term or condition of this Agreement to be satisfied or performed by them; (vif) the costs any Liability of any Remedial Action necessary in connection with Seller constituting an Encumbrance on any of the Assets in order to prevent the occurrence of Stock; (g) any Environmental Claim Proceeding or Judgment arising out of or based upon a condition relating to any of the Assets which existed foregoing. Notwithstanding the foregoing, prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (hereinhereunder, the "Cap")obligations in the preceding sentence shall be joint and several obligations of Seller and the Companies. All references in this Agreement, and in any document, agreement, instrument or certificate delivered pursuant to this Agreement, to “material,” “material respects,” “material adverse change,” “material adverse effect” and similar materiality qualifications shall be excluded when determining whether there has been a breach of a representation or warranty for which Buyer is entitled to indemnification under this Section 11.

Seller’s Obligation to Indemnify. Subject to Each Seller Party (the limitations set forth in Section 10.3“Seller Indemnifying Parties”), Seller jointly and severally, shall defend, indemnify and hold Purchaser harmless the Buyers, its Affiliates and any of Purchaser's direct or indirect wholly-owned subsidiariestheir respective Representatives and successors and permitted assigns (collectively, the Buyers Indemnified Parties”), from and Purchaser and such subsidiaries only, harmless in respect of against any and all Damages actually incurredactions, suffered suits, proceedings, claims, demands, debts, liabilities, obligations, losses, diminution in value, damages, costs and expenses (collectively “Adverse Consequences”), arising out of, or sustained by Purchaser in connection with (i) an imposition with, or caused by, directly or indirectly, any or all of the following: any liability against Purchaser in connection with any Excluded Asset misrepresentation or arising from any Excluded Liability, (ii) the breach of any representation or warranty contained made by the Seller Parties in Section 6, (iii) this Agreement or in any certificate or schedule delivered by the Seller Parties pursuant hereto; any breach by the Seller Parties to satisfy or other failure of Seller to perform any covenant, restriction or agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by Seller Parties contained in this AgreementAgreement or in any certificate or schedule delivered pursuant hereto; any Debt of the Sellers and LicenseCos (not including the Intraparty Obligations) and Mission Maryland or Transaction Costs, (v) arising fromto the extent not deducted from the Purchase Price pursuant to Section 2.7(a); any Excluded Asset or any Excluded Liability; any Third Party Claim based upon, by reason of, in connection with, resulting from or relating to any Environmental Claim resulting from, arising out of the business, operations, properties, assets or relating to obligations of the ownershipSellers, operationMission Maryland, condition at anytime the LicenseCos or any of their Affiliates conducted, existing or arising on or before the Closing Date or the conduct of the Business by Seller at anytime prior to the Closing Date, in either case, even if such ; any claim is not discovered until after that the Closing Date, (vi) Report does not reflect the costs of any Remedial Action necessary in connection with any of the Assets in order to prevent the occurrence of any Environmental Claim or arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount proper allocation and distribution of the Purchase Price (hereinPrice; and any costs of enforcing this Agreement and all actions, suits, proceedings, claims and demands incident to the "Cap")foregoing or such indemnification.

Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3, Seller shall defend, indemnify and hold Purchaser harmless Buyer, its Representatives and any of Purchaser's direct or indirect wholly-owned subsidiariestheir respective successors and assigns, from and Purchaser and such subsidiaries only, harmless in respect of against any and all Damages actually incurredfirst and third party actions, suffered or sustained by Purchaser in connection with suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses (iincluding without limitation reasonable attorneys’, experts’ and consultants’ fees) an imposition of any liability against Purchaser in connection with any Excluded Asset or (collectively “Adverse Consequences”), arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason out of, or in connection with, or relating caused by, directly or indirectly, any or all of the following: (a) any misrepresentation, Breach or failure of any warranty, representation, agreement, covenant or certification made by Seller, and/or EVP, in this Agreement or pursuant hereto; (b) any successful action by Buyer against Seller or EVP to enforce this Agreement or any Environmental Claim resulting fromof the agreements, documents or instruments contemplated hereby or executed in connection herewith; (c) any Proceeding or Judgment arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct ownership of the Business by Seller at anytime EVP Membership Interests prior to the Closing Date, in either case, even if such claim is not discovered until after the Closing Date, (vid) the costs any failure or refusal by Seller or EVP to satisfy or perform any term or condition of this Agreement to be satisfied or performed by them; (e) any Remedial Action necessary in connection with Liability of EVP constituting an Encumbrance on any of the Assets in order to prevent the occurrence of EVP Membership Interests; (f) any Environmental Claim Proceeding or Judgment arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Businessforegoing; PROVIDED that and (g), for a period of three (3) years after Closing, any currently existing liabilities of EVP relating to their operations. All references in no case this Agreement, and in any document, agreement, instrument or certificate delivered pursuant to this Agreement, to “material,” “material respects,” “material adverse change,” “material adverse effect” and similar materiality qualifications shall Seller's obligations be excluded when determining whether there has been a breach of a representation or warranty for which Buyer is entitled to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with indemnification under this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (herein, the "Cap")Section 9.