Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
Indemnification of Buyer. Sellers agree that they shall jointly and severally indemnify, defend and hold Buyer harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation, liabilities for reasonable attorneys’ fees and disbursements (“Loss and Expense”), suffered directly or indirectly by Buyer by reason of, or arising out of:
Indemnification of Buyer. (A) After the Closing, subject to Sections 7.1(B), 7.5 and 7.6, Seller shall indemnify Buyer against, and hold Buyer harmless from, any loss, damage, cost, liability or expense (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees) or penalties or fines (collectively "Losses") Buyer incurs or becomes subject to, to the extent arising out of or resulting from any inaccuracy in or breach of any of the (i) representations and warranties or (ii) covenants made by Seller herein (any such Loss being referred to herein as "Buyer Indemnified Loss"); provided that Seller shall have no liability under Section 7.1(A) unless the aggregate of all Buyer Indemnified Losses for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $1,000,000, and then only to the extent of any such excess; and further provided that Seller shall not have any liability under Section 7.1(A) for any individual item where the Loss relating to such item is less than $25,000; and further provided that, in the case of Section 4.1.16, in no event shall the aggregate liability of Seller exceed $4,000,000; and further provided that the aggregate liability of Seller under this Section 7.1(A) for Buyer Indemnified Losses (excluding Buyer Indemnified Losses resulting from a breach of Sections 4.1.2 or 4.1.5(B) and excluding purchase price adjustments and matters covered by separate agreement executed concurrently herewith which state that they are not subject to such limitations) shall in no event exceed $10,000,000; and further provided that Seller's liability with respect to a breach of the representations in Section 4.1.2 and 4.1.5(B) shall not exceed the Purchase Price; and further provided that the aggregate liability of Seller under this Agreement (including Buyer Indemnified Losses resulting from breach of Section 4.1.2 or 4.1.5(B)) and under any certificate to be delivered by Seller or its Affiliates at the Closing and under any agreement delivered in connection herewith shall in no event exceed the Purchase Price; and further provided that in no event shall Seller have any obligation to indemnify Buyer with respect to any Losses arising out of default by the Company or the Subsidiaries under the credit agreements or security agreements with respect to the Long Term Debt (x) unless such default is a default with respect to (i) the payment of principal, interest, fees or other expenses required to be paid under such cre...
Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed af...
Indemnification of Buyer. Subject to the provisions of this Article VIII, Seller shall indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired Company), their respective officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, or non-fulfillment of any agreement or covenant on the part of any Acquired Company or Seller, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by any Acquired Company or Seller to Buyer in connection herewith, (ii) any claim or cause of action for fraudulent transfers relating to any matter occurring on or prior to the Closing Date under any Law and by or for the benefit of Seller or any Acquired Company; (iii) any claim related to any Bankruptcy or Insolvency Proceeding of Seller; (iv) any claim by any employee of the Acquired Companies for any payments or benefits as a result of the termination of his or her employment with an Acquired Company or its successors under any Contract dated prior to the Closing Date to which any Acquired Company and such participant are parties or under any severance policy, practice or plan of the Acquired Companies, as applied to such participant prior to, on, or on the date following the Closing Date; and (v) any Environmental Actions relating to, arising out of or resulting from the Environmental Conditions of any Seller Facility on or prior to the Closing Date. Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement or in any certificate or other instrument d...
Indemnification of Buyer. Subject to the provisions of this Article 8, Sellers shall, jointly and severally, in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including the Acquired Companies after they are acquired), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, lost profits, diminution in value, consequential damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (a) any breach of, or inaccuracy in, any representation or warranty, of Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (b) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (c) any Environmental Actions relating to, arising out of or resulting from (i) the Environmental Conditions of any Facility owned currently or in the past in whole or in part by any Sellers or Acquired Companies arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (ii) any Environmental Conditions known to Sellers or the Acquired Companies at the time of the Closing for any Facility which is or was leased by the Acquired Companies from an independent third party, or (iii) any act or omission of the Acquired Companies on or prior to the Closing Date; or (d) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presen...
Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall indemnify and hold Buyer, its partners and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).
Indemnification of Buyer. Subject to the limitations set forth in this Article VII, the Company agrees to indemnify and hold harmless Buyer and its officers, directors, agents and employees, and each person, if any, who controls or may control Buyer within the meaning of the Securities Act from and against any and all damages:
Indemnification of Buyer. Seller and Owners, jointly and severally, agree, to indemnify and hold harmless Buyer and its officers, directors, shareholders, employees, agents, representatives, and Affiliates (the “Buyer Indemnitees”) from and against all claims, suits, obligations, liabilities, damages and expenses, including, without limitation, reasonable attorneys’ fees incurred by the Buyer Indemnitees incurred in attempting to enforce this indemnity (“Losses”), based upon, arising out of or resulting from:
