Common use of The Seller's Indemnity Clause in Contracts

The Seller's Indemnity. The Seller agrees to defend, indemnify and hold harmless the Buyer from, against and in respect of any and all demands, claims, actions or causes of action, losses, liabilities, damages, assessments, deficiencies, taxes, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses, asserted against, imposed upon or paid, incurred or suffered by Buyer ("Buyer's Adverse Consequences"): (i) as a result of, arising from, in connection with or incident to (A) any breach or inaccuracy of any representation or warranty of the Seller in this Agreement or in any Instrument of Conveyance, or (B) any breach of any covenant or agreement of the Seller contained in this Agreement or in any Instrument of Conveyance; (ii) as a result of, or with respect to, any and all obligations or liabilities of the Seller, whether known or unknown, asserted or unasserted, contingent or otherwise including, without limitation of the foregoing, any Accrued Employee Benefits which were not listed on the schedule of Accrued Employee Benefits as of the Closing Date; (iii) arising out of any acts, events or circumstances by the Seller prior to Closing Date including, without limitation, any environmental matters; (iv) due to any failure to have obtained any certificate of occupancy, building permit, land use permit and other similar governmental permit or license required to have been obtained prior to the Closing with respect to the property subject to the Passaic Lease; (v) due to, with respect to any governmental permit or license needed to conduct the business to be conducted by the Buyer with the Assets in the manner such business was conducted by the Seller immediately prior to Closing, including, without limitation, any such permit or license not presently possessed by the Seller (collectively, the "Required Permits"), any failure by the parties to have obtained prior to Closing a consent to the transfer to the Buyer of such Required Permit or, if any such Required Permit may not be transferred to the Buyer, the failure by the Buyer to obtain or have on or after the Closing a newly issued governmental permit or license in its own name and covering the same properties or activities as are or would have been covered by the Required Permit; (vi) resulting from any liability of the Seller which is not an Assumed Obligation; and (vii) due to any failure of the Seller to have qualified to do business in any state prior to the Closing Date. Notwithstanding the foregoing, the Seller shall have no indemnification obligation under this Section 9.5 until Buyer's Adverse Consequences are in excess of $20,000.

The Seller's Indemnity. The Seller agrees agree to defend, indemnify and hold harmless the Buyer from, against and in respect of any and all demands, claims, actions or causes of action, losses, liabilities, damages, assessments, deficiencies, taxes, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses, asserted against, imposed upon or paid, incurred or suffered by Buyer ("Buyer's Adverse Consequences"):: (i) as a result of, arising from, in connection with or incident to (A) any breach or inaccuracy of any representation or warranty of the Seller in this Agreement or in any Instrument of Conveyance, or (B) any breach of any covenant or agreement of the Seller contained in this Agreement or in any Instrument of Conveyance; (ii) as a result of, or with respect to, any and all obligations or liabilities of the Seller, whether known or unknown, asserted or unasserted, contingent or otherwise including, without limitation of the foregoing, any Accrued Employee Benefits which were not listed on the schedule of Accrued Employee Benefits as of the Closing Date; (iii) arising out of any acts, events or circumstances by the Seller prior to Closing Date including, without limitation, any environmental mattersDate; (iv) due to any failure to have obtained any certificate of occupancy, building permit, land use permit and other similar governmental permit or license required to have been obtained prior to the Closing with respect to the property subject to the Passaic Lease;or (v) due to, with respect to any governmental permit or license needed to conduct the business to be conducted by the Buyer with the Assets in the manner such business was conducted by the Seller immediately prior to Closing, including, without limitation, any such permit or license not presently possessed by the Seller (collectively, the "Required Permits"), any failure by the parties to have obtained prior to Closing a consent to the transfer to the Buyer of such Required Permit or, if any such Required Permit may not be transferred to the Buyer, the failure by the Buyer to obtain or have on or after the Closing a newly issued governmental permit or license in its own name and covering the same properties or activities as are or would have been covered by the Required Permit;; and (vi) resulting from any liability of the Seller which is not an Assumed Obligation; and (vii) due to any failure of the Seller to have qualified to do business in any state prior to the Closing Date. Notwithstanding the foregoing, the Seller shall have no indemnification obligation under this Section 9.5 until Buyer's Adverse Consequences are in excess of $20,000.

The Seller's Indemnity. The Seller agrees agree to defend, indemnify and hold harmless the Buyer from, against and in respect of any and all demands, claims, actions or causes of action, losses, liabilities, damages, assessments, deficiencies, taxes, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses, asserted against, imposed upon or paid, incurred or suffered by Buyer ("Buyer's Buyers Adverse Consequences"): (i) as a result of, arising from, in connection with or incident to to: (A) any act or condition existing on the date of Closing, or omission of information, which results any breach or inaccuracy of any representation or warranty of the Seller in this Agreement or in any Instrument of Conveyance; provided, however, that officers of the Seller shall have no liability pursuant to this Section 9.5 for inaccuracies in any representation or warranty of the Seller, or (B) any breach of any covenant or agreement of the Seller contained in this Agreement or in any Instrument of Conveyance; (ii) as a result of, or with respect to, any and all obligations or liabilities of the Seller, whether known or unknown, asserted or unasserted, contingent or otherwise including, without limitation of the foregoing, any Accrued Employee Benefits which were not listed on the schedule of Accrued Employee Benefits as of the Closing Date; (iii) arising out of any acts, events or circumstances by the Seller prior to Closing Date including, without limitation, any environmental mattersDate; (iv) due to any failure to have obtained any certificate of occupancy, building permit, land use permit and other similar governmental permit or license required to have been obtained prior to the Closing with respect to the property subject to the Passaic Lease; (v) due to, with respect to any governmental permit or license needed to conduct the business to be conducted by the Buyer with the Assets in the manner such business was conducted by the Seller immediately prior to Closing, including, without limitation, any such permit or license not presently possessed by the Seller (collectively, the "Required Permits"), any failure by the parties to have obtained prior to Closing a consent to the transfer to the Buyer of such Required Permit or, if any such Required Permit may not be transferred to the Buyer, the failure by the Buyer to obtain or have on or after the Closing a newly issued governmental permit or license in its own name and covering the same properties or activities as are or would have been covered by the Required Permit;; and (vi) resulting from any liability of the Seller which is not an Assumed Obligation; and (vii) due to any failure of the Seller to have qualified to do business in any state prior to the Closing Date. Notwithstanding the foregoing, the Seller shall have no indemnification obligation under this Section 9.5 9.5: (i) until Buyer's Adverse Consequences are in excess of $20,000, and (ii) for consequential damages arising from any acquisition of all or substantially all of the assets or capital stock of any entity occurring subsequent to the Closing Date except for the purchase by the Buyer of substantially all of the assets of Gaccxxxx Xxxthers (provided, that the Seller is not responsible for any misrepresentation or miswarranties of Gaccxxxx Xxxthers). The Seller's indemnification is limited to and shall not in any event exceed the Purchase Price.

The Seller's Indemnity. The Seller hereby indemnifies and holds the Buyer harmless from and against, and agrees to defend, indemnify and hold harmless reimburse the Buyer from, against for any damages and in respect of any and all demands, claims, actions expenses which the Buyer or causes of action, losses, liabilities, damages, assessments, deficiencies, taxes, costs and expenses, including without limitation, interest, penalties and reasonable attorneys' fees and expenses, asserted against, imposed upon the Company may incur or paid, incurred or suffered by Buyer ("Buyer's Adverse Consequences"): (i) become subject to as a result of, arising from, of or in connection with or incident to (A) any breach or inaccuracy of any representation or warranty of the representations and warranties made by the Seller in this Agreement or in any Instrument failure by the Seller or its Subsidiaries to perform or honour, any of Conveyanceits covenants, agreements, or (B) any breach of any covenant or agreement of liabilities under this Agreement. In addition to the Seller's representations and warranties regarding environmental matters set forth in Sub-Clause 7.10, the Seller contained in this Agreement hereby indemnifies and holds the Company and the Buyer harmless, and agrees to reimburse the Buyer for any damages and expenses which the Buyer and the Company may incur or in any Instrument of Conveyance; (ii) become subject to, as a result ofof violations of any Environmental Law, including any materials or conditions which are regulated or addressed under any Environmental Law and required to be effected by a competent environmental authority, or with respect toliabilities arising under any Environmental Law based on any events, any and all obligations occurrences or liabilities of the Seller, whether known or unknown, asserted or unasserted, contingent or otherwise including, without limitation of the foregoing, any Accrued Employee Benefits which were not listed on the schedule of Accrued Employee Benefits as of the Closing Date; (iii) arising out of any acts, events or circumstances by the Seller prior to Closing Date including, without limitation, any environmental matters; (iv) due to any failure to have obtained any certificate of occupancy, building permit, land use permit and other similar governmental permit or license required to have been obtained conditions in existence prior to the Closing with respect (including any spreading or contamination). Events, occurrences, or liabilities shall be deemed to exist prior to Closing only based upon the property subject to the Passaic Lease; (v) due to, with respect to any governmental permit or license needed to conduct the business procedure set forth in this paragraph. The Buyer shall cause to be conducted by a Phase II environmental audit on the Company's and its subsidiaries' premises and shall furnish the written report on such Phase II audit forthwith to the Seller. The Seller may then at its discretion elect to comply with the suggestions of the Phase II report or not to comply with them. If the Seller does not comply with suggestions in the Phase II report, and if any relevant authority later makes any notification or demand regarding an environmental event, occurrence or condition that is referenced in the Phase II report, then it shall be the Seller's responsibility to the extent that environmental event, occurrence or condition is referenced in the Phase II report and with the limitations set forth in this Clause 9, to take appropriate remedial action in response to such notification or demand, or to indemnify the Buyer with under the Assets preceding paragraph if the Buyer has incurred any cost or expense in the manner such business was conducted by that regard. Nothing herein shall prevent the Seller immediately prior to Closingfrom defending, includingat its expense, without limitation, against any such permit notification or license demand if it desires to do so, it being understood and agreed that the Buyer shall not presently possessed by have any obligation to so defend and, as between the Seller (collectively, the "Required Permits"), any failure by the parties to have obtained prior to Closing a consent to the transfer to the Buyer of such Required Permit or, if any such Required Permit may not be transferred to and the Buyer, the failure by the Buyer to obtain or have on or after the Closing a newly issued governmental permit or license in its own name and covering the same properties or activities as are or would have been covered by the Required Permit; (vi) resulting from shall not be responsible for any liability costs of the Seller which is not an Assumed Obligation; and (vii) due to any failure of the Seller to have qualified to do business in any state prior to the Closing Date. Notwithstanding the foregoing, the Seller shall have no indemnification obligation under this Section 9.5 until Buyer's Adverse Consequences are in excess of $20,000such defensive action.