Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless Seller and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and expenses reasonably incurred) (collectively, “Seller Damages”) asserted against or incurred by any Seller Indemnitee as a result of or arising out of (i) the Assumed Liabilities, (ii) a breach of any representation or warranty contained in Article IV of this Agreement or (iii) a breach of any agreement or covenant of Buyer in this Agreement or otherwise.
(b) Buyer’s obligations to indemnify Seller Indemnitees pursuant to clause (ii) of Section 7.3(a) hereof with respect to a breach of a representation or warranty contained in this Agreement are subject to the following limitations:
(i) In the absence of fraud or willful misconduct, no indemnification pursuant to this Section 7.3 shall be made by Buyer with respect to any claim for indemnification with respect to a breach of a representation or warranty until the aggregate amount of Seller Damages under such claims exceeds an amount equal to $1,000,000 in the aggregate and, in such event, indemnification shall be made by Buyer for all claims in excess of such amount, up to a maximum of $16.0 million;
(ii) The amount of any Seller Damages shall be reduced by any amount actually received by a Seller Indemnitee with respect thereto under any insurance coverage (other than self insurance) or from any other party alleged to be responsible therefor. Seller Indemnitees shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Seller Indemnitee receives an amount under insurance coverage or from such other party with respect to Seller Damages at any time subsequent to any indemnification provided by Buyer pursuant to this Section 7.3, then such Seller Indemnitee shall promptly reimburse Buyer for any payment made or expense incurred by Buyer in connection with providing such indemnification up to such amount received by the Seller Indemnitee, but net of any expenses incurred by such Seller Indemnitee in collecting such amount; and...
Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Buyer and Parent shall indemnify and hold harmless Seller and its affiliates (it being understood that Company shall not be considered an affiliate of Seller and shall not be entitled to indemnification hereunder), agents and representatives and their successors and assigns (collectively, the "Seller Indemnitees") from and against all Damages asserted against or incurred by any Seller Indemnitee as a result of or arising out of (a)-a breach of or inaccuracy in any representation or warranty contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation of Buyer or Parent in this Agreement, or (c) any suit, action, or other proceeding brought by any person arising out of the matters referred to in this Section 8.3 or (d) (i) all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to any act or failure to act by Buyer or Company to the extent arising from the employment, discharge, layoff or termination of any Employee after the Closing.
Buyer’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Buyer agree to indemnify, defend and hold harmless Seller and their agents, from and against all Damages to which Seller becomes subject as a result of, arising out of, or based in any of the following:
(a) a breach of any representation or warranty made by Buyer pursuant to this Agreement in Article III;
(b) a breach of any covenant contained in or made by Buyer pursuant to this Agreement in Article VIII;
(c) liabilities, obligations or claims relating to the Purchased Assets arising out of facts, conditions or circumstances occurring after the Closing Date;
(d) any claim or liability for brokerage commissions or finder’s fees incurred by reason of any action taken by Buyer. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the “Sellers’ Indemnified Losses”.
Buyer’s Agreement to Indemnify. Subject to the terms and conditions of this Article XI, Buyers, jointly and severally, agree to indemnify, defend and hold harmless the Seller Group from and against all Damages asserted against, relating to, imposed upon or incurred by the Seller Group or any member thereof, directly or indirectly, arising out of, based upon, or resulting from (i) any inaccuracy in, or any breach of, any representation and warranty of Buyers contained in this Agreement or any of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in, or made pursuant to this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (iii) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of, or related to, any Seller Indemnity Claims asserted under this Section 11.02; and (v) any claim or liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers.
Buyer’s Agreement to Indemnify. Buyer agrees to indemnify and hold harmless Seller and his assigns from, against and in respect of the full amount of any and all Damages arising from, in connection with, or incident to (i) any breach or violation of any of the representations, warranties, covenants or agreements of Buyer contained in this Agreement or in any document or certificate delivered by Buyer at the Effective Time, and (ii) the ownership of the Acquired Assets by Buyer from and after the Effective Time.
Buyer’s Agreement to Indemnify. From and after Closing, upon the terms and subject to the conditions of this Article IX, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and its and their respective officers, directors, and employees (the “Seller Indemnified Parties”) (it being agreed that any indemnification payments shall be made to Seller), from and against all Losses asserted against, resulting from, imposed upon or suffered or incurred by Seller Indemnified Parties by reason of or arising from:
(a) any failure of any representation or warranty of Buyer set forth in this Agreement or the certificate delivered pursuant to Section 7.3(c) that survives after the Closing pursuant to Section 9.1 to be true and correct in all respects as of the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case the failure of such representations and warranties to be so true and correct shall be measured as of such earlier date) as such representation or warranty would read if all qualifications to materiality were deleted therefrom;
(b) the breach of any covenant or agreement by Buyer, Splitco, or prior to the Closing, CCE, contained in this Agreement; and
(c) any Transaction Expenses payable by Buyer in accordance with Section 10.1.
Buyer’s Agreement to Indemnify. Buyer and Company shall, on the date of Closing, agree, following the Closing, to indemnify and hold Seller and Shareholders, and their respective successors and permitted assigns harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (a) resulting from any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, (b) resulting from any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement following the Closing, or (c) except as otherwise provided herein, relating to the conduct of the Company’s business after the Closing or to the Membership Interests or the Oil and Gas Assets arising after the Closing, or (d) resulting from any claim, action or demand made by any third party relating to Buyers acquisition of Seller’s membership units in the Company, whether or not it arises out of or relates to this Agreement. Notwithstanding any provision in this Agreement or its attachments to the contrary, Buyer agrees that subsequent to Closing the Company shall continue to indemnify Seller and Shareholders to the full extent any such indemnification was provided to any of them under Company’s Bylaws and/or Articles of Incorporation in effect as of the date of this Agreement as previously furnished to Buyer.
H. Paragraph 12.1 of the Agreement provides as follows:
Buyer’s Agreement to Indemnify. The Buyer shall indemnify and hold harmless each Seller and their respective affiliates, directors, managers, stockholders, officers, employees, customers, suppliers, attorneys, agents, representatives, successors and permitted assigns (collectively, the “Seller Indemnitees”) in respect of any and all Damages reasonably incurred by any Seller Indemnitee in connection with, or resulting from, any or all of (i) any breach of any representation or warranty made by the Buyer in this Agreement or the Transaction Documents; (ii) any breach in the performance of any covenant, agreement or obligation of the Buyer contained in this Agreement or the Transaction Documents; and (iii) any liabilities relating to the Property arising on or after the Closing Date.
Buyer’s Agreement to Indemnify. Subject to the terms, conditions and limitations set forth in Sections 6.1 and 6.5 hereof, from and after the Closing, Buyer shall defend, indemnify and hold harmless Stamford and Fiberite and their respective Affiliates, and if applicable, their respective directors, officers, attorneys, representatives and agents and each of the heirs, executors, successors and assigns of any of the foregoing (each a "Seller Indemnitee") of Stamford, Fiberite Holdings and Fiberite from and against any Losses imposed on, sustained, incurred or suffered by or asserted against any Seller Indemnitee that arise out of or are the result of (i) any breach of or failure to perform any covenant to be preformed prior to, on or after the Closing Date made by or on behalf of Buyer under this Agreement, the Other Instruments or in any certificate, exhibit or other instrument contemplated by this Agreement and delivered by Buyer in connection herewith, (ii) Buyer's pursuit of any claim pursuant to Section 1.1(f) hereof and (iii) the Assumed Liabilities.
Buyer’s Agreement to Indemnify. Buyer indemnifies and holds Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of Buyer’s inspections or tests of the Property or any violation of the provisions of Sections 4.2, 4.6 and 4.8; provided, however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters merely discovered by Buyer (e.g., latent environmental contamination) so long as Buyer’s actions do not aggravate any pre-existing liability of Seller. Buyer also indemnifies and holds any occupant of the Real Property harmless from and against any and all claims, causes of action, damages, liabilities and expenses which such occupant may suffer or incur due to Buyer’s breach of its obligation under Section 4.6 above to maintain the confidential nature of any Property Documents or other information relative to such occupant. Buyer’s obligations under this Section 4.9 shall survive the termination of this Agreement and shall survive the Closing.
