Common use of By Seller Clause in Contracts

By Seller. Regardless of Seller's knowledge of the existence of an Indemnifiable Event (as defined below), Seller shall indemnify, defend, save and hold harmless Buyer, its Affiliates and subsidiaries, and their respective Representatives, from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach of any covenant or agreement made by Seller in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing Date; (v) any liability arising under any environmental law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events").

By Seller. Regardless Subject to the other terms and conditions of Seller's knowledge of the existence of an Indemnifiable Event (as defined below)this Article X, Seller shall indemnify, defend, save hereby agrees to indemnify and hold harmless Buyereach Buyer and its employees, its Affiliates and subsidiariescounsel, agents, and their respective Representativesstockholders, from in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act (each a “Buyer Indemnified Party”) against any and all Damages losses, liabilities, damages, and expenses whatsoever (which shall include, for all purposes of this Section 7.7, but not be limited to, counsel fees and any and all expenses whatsoever incurred in connection withinvestigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) (“Claims”) as and when incurred arising out of, resulting from based upon, or incident to in connection with (ia) any breach of any representation or representation, warranty, covenant, or the inaccuracy agreement of any representation or warranty, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, (b) if the Closing takes place, any act or alleged omission occurring at or prior to determine if there had been an inaccuracy the Closing (including without limitation any which arise out of, are based upon, or breach of a representation or warranty are in connection with any of the Seller transactions contemplated hereby) which subjects any Buyer to damages related to the intentional act or intentional omission, (c) the products and operations of the Company, if any, prior to Closing, and (d) the existence of actual, contingent, or potential undisclosed liabilities of the Company and the losses arising from such inaccuracy or breach, such representation or warranty subsidiaries thereof. The foregoing agreement to indemnify shall be read as if it were not qualified by materialityin addition to any liability Seller may otherwise have, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach of any covenant or agreement made by Seller in or pursuant to including liabilities arising under this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing Date; (v) any liability arising under any environmental law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events").

By Seller. Regardless of Seller's knowledge of the existence of an Indemnifiable Event (as defined below), Seller shall hereby agrees to indemnify, defend, save defend and hold harmless Buyer, Seller and its Affiliates directors, officers, employees and subsidiaries, controlled and their respective Representativescontrolling persons (hereinafter "Buyer's affiliates"), from and against any and all Damages Claims asserted against, resulting to, imposed upon, or incurred in connection withby Buyer, Buyer's affiliates, the Business or the Purchased Assets, directly or indirectly, by reason of, arising out of, of or resulting from (a) the inaccuracy or incident to (i) any breach of any representation or warranty, or the inaccuracy warranty of any representation or warranty, made by Seller contained in or made pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to regardless of whether such breach is deemed "material"); (b) the contrary breach of any covenant of Seller contained in this AgreementAgreement (regardless of whether such breach is deemed "material"); or (c) any Claim of or against Seller, to determine if there had been an inaccuracy the Purchased Assets or breach of a representation or warranty of the Seller and Business not specifically assumed by Buyer pursuant hereto. As used in this Article 11, the losses arising from such inaccuracy or breachterm "Claim" shall include (i) all Liabilities; (ii) all losses, such representation or warranty shall be read as if it were not qualified by materiality, damages (including, without limitation, qualifications indicating accuracy consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in all material respectsany litigated matter), or accuracy except to the extent the inaccuracy will not have a Material Adverse Effectpenalties, court costs and attorneys fees and expenses); (ii) any breach of any covenant or agreement made by Seller in or pursuant to this Agreement; and (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason all demands, claims, actions, costs of Buyer's status as transferee investigation, causes of the Business action, proceedings and assessments, whether or the Assets except not ultimately determined to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing Date; (v) any liability arising under any environmental law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events")be valid.

By Seller. Regardless Subject to the provisions of Seller's knowledge of the existence of an Indemnifiable Event (as defined belowSection 11(j), Seller shall from and after the Closing, Seller, on a joint and several basis with respect to each Portfolio, but on a several and not joint basis across Portfolios, agrees to indemnify, defend, save defend and hold harmless Buyer(and the Escrow Amount shall be available therefore) Purchaser, its Affiliates and subsidiariesAffiliates, and their respective Representativesofficers, directors, employees, shareholders, members, partners, agents, representatives, successors and assigns (collectively, “Purchaser Indemnitees”) from and against all Losses incurred by any and all Damages incurred in connection with, of Purchaser Indemnitees arising out of, resulting from of or incident to relating to: (i1) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Seller in or pursuant to this Agreement (it being understood and agreed thatwithout regard, notwithstanding anything to the contrary contained in for purposes of this Agreementclause (1), to determine if there had been an inaccuracy any qualifications as to materiality or breach of a representation material adverse effect (or warranty of the Seller and the losses arising from such inaccuracy or breachany correlative terms)), such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii2) any breach of any covenant or agreement made by of Seller contained in or pursuant to this Agreement; , (iii3) any Excluded Liability; breach of any covenant or agreement of any Ranger Subsidiary Entity contained in this Agreement and required to be performed or complied with by such Ranger Subsidiary Entity prior to the Closing, (iv4) any liability imposed upon Buyer claims asserted by reason of Buyer's status as transferee of the Business or the Assets except third parties, but only if and to the extent such liability arises out of Losses first arise or results from Buyer's operation of accrue prior to the Business Closing Date, even if such claim is asserted on or after the Closing Date; , and are not related to the environmental condition of the Properties (vunless the Seller has actual knowledge of such claim prior to the Closing Date), or (5) any liability arising under any environmental law on account claims that the allocation of the conduct of Purchase Price amongst the Persons comprising Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business (including any allocation between cash consideration and equity consideration) pursuant to Section 4 or the Facilities, or related amount paid to any environmental condition (collectively, the "Indemnifiable Events")individual Seller pursuant to Section 4(d) was not true and correct in all respects.

By Seller. Regardless of Seller's or Selling Stockholder's --------- knowledge of the existence of an Indemnifiable Event (Event, as defined below), Seller and Selling Stockholder shall indemnify, defend, save and hold harmless Buyer, its Affiliates and subsidiaries, and their its respective Representatives, from and against any and all Damages claims, damages, costs, losses (including without limitation diminution in value), Taxes, liabilities, judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Seller or Selling Stockholder in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach of any covenant or agreement made by Seller or Selling Stockholder in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability of Seller imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing DateAssets; (v) any liability arising under any environmental law Environmental Law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition Environmental Condition existing, in each case on or at any time prior to the Closing Date; or (vi) any Post-Closing Environmental Liability (collectively, the "Indemnifiable Events"). Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.7 hereof. For purposes of this Section 10.3.1, "Post-Closing Environmental Liability" shall mean any liability imposed on Buyer arising out of or related to events occurring on or after the Closing Date and prior to the completion of all required remediation in accordance with Section 6.7 hereof, and resulting from any Environmental Condition described in the Environmental Assessments, including without limitation those Environmental Conditions described therein but not identified as being in violation of any Environmental Law and those related to the absence of any Permits, but excluding any liability to the extent such liability results from the negligent acts or willful misconduct of Buyer or its Representatives. In addition to Seller's obligations pursuant to Sections 6.7.3 and 6.7.4 of this Agreement, and without limiting the generality of the foregoing, Seller shall specifically indemnify Buyer, and Seller shall assume and discharge all Damages arising out of the pre- Closing activities that are associated with: (i) any Release or threatened Release of any Hazardous Substance that occurred or was in existence on the Facilities on or before the Closing Date; (ii) any offsite disposal, migration or Release of any Hazardous Substance that has resulted or will result in the future as a result of activities that occurred on or before the Closing Date; and (iii) any removal, remediation or other activities taken with respect to the soil, surface water or groundwater. Without limiting the foregoing, Seller shall also specifically indemnify Buyer, and Seller shall assume and discharge all Damages arising out of the pre-Closing operation, ownership, and use of the underground storage tanks ("USTs") and aboveground storage tanks ("ASTs") (defined below), including but not limited to: (I) any Release or threatened Release of any Hazardous Substance that occurred or was in existence on the Facilities on or before the closing date; (ii) any offsite disposal, migration or Release of any Hazardous Substance that has resulted or will result in the future as a result of activities that occurred on or before the closing date; and (iii) any removal, remediation or other activities taken with respect to the soil, surface water or groundwater.

By Seller. Regardless of Seller's knowledge of the existence of an Indemnifiable Event (as defined below), Seller shall indemnify, defend, save and hold harmless harmless, Buyer, its Affiliates and subsidiariesAffiliates, and their respective employees, Representatives, officers, directors and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all Damages costs, losses (including diminution in value), liabilities (including liabilities arising under principles of strict or joint and several liability), damages, lawsuits, deficiencies, claims and expenses (whether or not arising out of third-party claims), including interest, penalties, additions, travel expenses, wages allocable to loss of employee time, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, the “Buyer Damages”), incurred in connection with, with or arising out of, of or resulting from or incident to (ia) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach violation of any covenant or agreement made of Seller set forth in this Agreement or any Seller Document, (b) any breach or inaccuracy in any of the representations or warranties of Seller contained in this Agreement or any certificate delivered by or on behalf of Seller in or pursuant to this Agreement; , (iiiany such breach or inaccuracy to be determined without regard to any qualification for “materiality,” “in all material respects” or similar qualification), (c) if the Closing has occurred, any failure by Seller to pay, perform or discharge any Excluded Liability; Liability as and when due, (ivd) any liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after if the Closing Date; (v) has occurred, any liability arising under any environmental law on account of the conduct liability, obligation or commitment of Seller or prior owners the Company of any nature (absolute, accrued, contingent or users otherwise) relating to the Purchased Interests and not assumed by Buyer pursuant to this Agreement, (e) any fraud, willful misconduct or negligence in performance of this Agreement by Seller, or (f) Buyer’s performance of its obligations under Section 5.8. Any indemnity payment required hereunder shall be accompanied by a statement, certified to by an officer of Xxxxx, showing in reasonable detail the calculation of the Facilities or other persons, or on account amount of the operation indemnity payment. Notwithstanding anything to the contrary, no claim for indemnification shall be brought pursuant to this Section 9.3.1 until the total Buyer Damages for which Seller would be liable under this Section 9.3.1 exceeds in the aggregate a threshold amount equal to [BEGIN TRADE SECRET END TRADE SECRET] and, once such amount is exceeded, indemnification may be sought for the full aggregate amount of Buyer Damages, including indemnification for such amounts of Buyer Damages as do not exceed such threshold amount; provided, however, [BEGIN TRADE SECRET END TRADE SECRET] Notwithstanding anything to the Business or the Facilitiescontrary, or related no claim for indemnification shall be brought pursuant to this Section 9.3.1 with respect to any environmental condition (collectivelyrisk, the "Indemnifiable Events").matter or Liability assumed by Buyer pursuant to Section 5.12

By Seller. Regardless of From and after the Closing Date, Seller's knowledge of the existence of an Indemnifiable Event (as defined below), Seller jointly and severally, shall indemnify, defend, save indemnify and hold harmless Buyer, its Affiliates and subsidiariesAffiliates, and their respective Representativesofficers, directors, agents and employees from and against any and all Damages incurred Losses, which Buyer or its officers, directors, agents or employees may suffer or incur, resulting from, related to, or arising out of: (a) any misrepresentation, breach of representation or warranty, breach of guarantee, or breach or nonfulfillment of any of the respective agreements or covenants of Seller in connection withthis Agreement or any of the Collateral Documents or any misrepresentation in or omission from any Schedule to this Agreement, certificate, financial statement, or from any other document furnished or to be furnished to Buyer hereunder; (b) Losses based upon alleged injuries to Persons, property or business, whether known or unknown, currently asserted or arising hereafter, if such claims are based upon or arise out of injuries or other events occurring, prior to or on the Closing Date (collectively, "Liability Losses"); (c) Environmental Claims (as defined above) arising out of, resulting from related to or incident in connection with events occurring or circumstances existing on or prior to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Seller in or pursuant to this Agreement Closing Date (it being understood that this indemnification and agreed thathold harmless is not in limitation of any rights, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach causes of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respectsaction, or accuracy except to the extent the inaccuracy will not claims, including Environmental Claims, that Buyer may now or hereafter have a Material Adverse Effectagainst Seller under any statute); (iid) any breach of any covenant or agreement made by Seller in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing Date; (v) any liability arising under any environmental law on account of the conduct Liabilities of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events").not expressly assumed by Buyer;

By Seller. Regardless Subject to the provisions of Seller's knowledge of this Section 8.2, from and after the existence of an Indemnifiable Event (as defined below)Closing, Seller shall indemnify, defend, defend and save and hold harmless Parent, Buyer, its their respective Affiliates and subsidiaries(including, for the avoidance of doubt, the Acquired Entities), and their respective Representativesshareholders, members, partners, officers, directors, employees and other Representatives (collectively, the “Buyer Indemnified Parties”), from and against any and all Damages incurred in connection withLosses, whether or not involving any third party claims, arising out of, resulting from from, relating to, incurred in connection with or incident to (i) any breach of any representation or warranty, or the inaccuracy warranty of any representation or warranty, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this AgreementArticle 4 hereof, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach of any covenant or agreement made by of Seller in or pursuant to this Agreement; contained herein, including under Section 2.5, (iii) any Excluded Liability; Liability imposed upon Parent or Buyer by reason of the parties’ non-compliance with, or breach of, any Bulk Sales Laws and the Retail Sales Tax Act (Ontario) in respect of the transaction of purchase and sale contemplated under this Agreement, (iv) any liability imposed upon Buyer by reason violation or (with respect to amounts paid in investigation, defense, settlement, penalties or fines only) alleged violation of Buyer's status any Anti-corruption Laws applicable to any Interfast Entity or any breach or (with respect to amounts paid in investigation, defense, settlement, penalties or fines only) alleged breach of Section 4.31 (disregarding any qualifications as transferee to Knowledge of the Business Seller), directly or the Assets except to the extent such liability arises out indirectly, by, on behalf of or results from Buyer's operation with the knowledge of the Business after the Closing Date; Seller or any of its Affiliates or Representatives, (v) any liability Excluded Liabilities and (vi) any Liabilities or express obligations of Seller arising under arrangements made by the parties with respect to Non-Assignable Rights or otherwise pursuant to Section 2.1(b) so long as Parent and Buyer are not in breach of their obligations thereunder. Any claim made by any environmental law on account of Buyer Indemnified Party pursuant to this Section 8.2 shall, to the conduct of Seller or prior owners or users of extent funds are available therefor, be paid first from the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events")Escrow Account and thereafter by Seller.

By Seller. Regardless of Seller's knowledge of the existence of an Indemnifiable Event (as defined below), Seller shall indemnify, defend, save and hold harmless Buyer, its Affiliates affiliates and subsidiaries, and its and their respective Representatives, from and against any and all Damages incurred costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, reasonable costs of mitigation, losses in connection withwith any Environmental Law (including without limitation any clean-up or remedial action), arising out of, lost profits and other losses resulting from any shutdown or incident curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), actually suffered by Buyer as a result of (i) any material breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained that directly results in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty material diminution in value of the Seller and the losses arising from such inaccuracy Assets or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect)Business Agreement; (ii) any material breach of any covenant or agreement made by Seller in or pursuant to this AgreementAgreement that directly results in a material diminution in value of the Assets or Business; (iii) any material Excluded Liability; Liability or (iv) any liability Liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except Assets; provided, however, that Seller shall not be responsible to Buyer under this Section 10.3 (a) unless the extent aggregate Damages are $14,500, and in the event that such liability arises out of or results from Buyer's operation of the Business after the Closing Date; (v) any liability arising under any environmental law on account of the conduct of Damages exceed $14,500, Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events")shall be responsible for all Damages.

By Seller. Regardless From and after the Closing, subject to the limitations and restrictions set forth in Section 8.5 below, each of Seller's knowledge of the existence of an Indemnifiable Event Maverick J, Maverick SPE and RSE (as defined below)“Seller Indemnitors”) shall, Seller shall jointly and severally, indemnify, defend, save defend and hold harmless BuyerBuyer and each of its affiliates and managers, its Affiliates agents, representatives, members, officers, directors and subsidiariesshareholders (collectively, and their respective Representatives, the “Buyer Group”) from and against any losses, liabilities, costs and all Damages incurred in connection withexpenses (including reasonable attorneys’ fees and costs) (collectively, “Damages”) arising out of, resulting from or incident to (ia) any breach of any representation or warranty, or the inaccuracy warranty of any representation or warranty, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary Indemnitors contained in this AgreementAgreement or any Ancillary Agreement contemplated hereunder, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (iib) any breach of any covenant or agreement made by of Seller Indemnitors contained herein or in or pursuant to this Agreementany Ancillary Agreement contemplated hereunder; (iiic) any Excluded Liabilitylaw relating to the sale of assets in bulk; (ivd) any liability imposed upon Buyer by reason of Buyer's status Macy’s Spring & Summer Chargebacks (as transferee of described in the Business License Agreement); (e) the ownership or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Seller’s Business after and/or the Purchased Assets prior to the Closing Date; (vf) any liability arising under Retained Liability and/or (g) any environmental law on account of Proceedings or Orders relating to the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business foregoing. Except as otherwise expressly provided in this Agreement or the FacilitiesAncillary Agreements, or related including, Section 3.1 and Section 8.5 of this Agreement, in addition to any environmental condition (collectivelythe rights to indemnification as aforesaid, the "Indemnifiable Events")Buyer Group shall have all of its rights and remedies under law and equity in connection with this Agreement and the transactions contemplated hereunder.

By Seller. Regardless Subject to the terms of Seller's knowledge of this SECTION 9, from and after the existence of an Indemnifiable Event (as defined below)Closing Date, Seller the Companies, jointly and severally, shall indemnify, defend, save indemnify and hold harmless Buyer, Buyer and (if any) its Affiliates respective successors and subsidiariesassigns, and their respective Representativesofficers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and all Damages other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection withtherewith, arising including consequential and punitive damages) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of, resulting from of or incident relate to (ia) any breach of any representation of the respective representations, warranties, covenants or warranty, or the inaccuracy agreements of any representation or warranty, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, (b) any Environmental Condition related to determine if there had been an inaccuracy the Business alleged to have occurred on or breach before the Closing, (c) any Unassumed Liability, (d) any Liability of a representation or warranty of the Seller any Company involving Taxes due and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respectspayable by, or accuracy except imposed with respect to the extent Business for any all taxable periods ending on or prior to the inaccuracy will Effective Date (whether or not such Taxes have a Material Adverse Effectbeen due and payable); , (iie) any breach Liability arising out of or related to the actual or constructive termination of any covenant or agreement made by Seller in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason of Buyer's status as transferee employee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing Date; and (vf) any liability arising under Liability of any environmental law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to Company involving any environmental condition (collectively, the "Indemnifiable Events")Excluded Asset.

By Seller. Regardless of Seller's knowledge Subject to Paragraph 6.6, Seller covenants and agrees that, notwithstanding the Closing, the delivery of the existence Transfer Documents, and regardless of an Indemnifiable Event (as defined below)any investigation at any time made by or on behalf of Buyer or of any information Buyer may have in respect thereof, Seller shall will indemnify, defend, save and hold harmless Buyer, its Affiliates and subsidiaries, and their respective Representatives, Buyer from and against any loss, damage, liability, claim or deficiency (including without limitation, attorneys' fees through all levels of proceedings and all Damages incurred in connection withother costs and expenses incident to any suit, action, investigation or other proceeding) arising out of or resulting from, and will pay Buyer on demand the full amount of any sum which Buyer may pay or become obligated to pay on account of, resulting from or incident to reimburse Buyer for any loss suffered on account of (i) any inaccuracy in any representation or the breach of any representation or warranty, or the inaccuracy of any representation or warranty, warranty made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect)Seller; (ii) any breach federal, state, local or other tax of any covenant nature imposed on Buyer or agreement made by Seller in on all or pursuant any portion of the Assets, or both, arising out of any event or state of facts occurring or existing prior to this Agreementthe Closing; (iii) any Excluded Liabilityfailure of Seller to duly perform or observe any term, provision, covenant, agreement or condition hereunder on the part of Seller to be performed or observed; (iv) or any liability imposed upon Buyer by reason claim or liability, including without limitation any litigation or other action, of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises any nature arising out of any act performed, transaction entered into or results from Buyer's operation state of the Business after facts suffered to exist by Seller on or prior to the Closing Date; . In addition, Seller will indemnify and hold harmless Buyer from and against any costs and expenses (vincluding attorneys' fees at all levels) any liability arising under any environmental law on account which Buyer may suffer or sustain in seeking to enforce the indemnification obligations of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events")Seller.

By Seller. Regardless of Seller's knowledge of the existence of an Indemnifiable Event (Event, as defined below), Seller shall indemnify, defend, save and hold harmless Buyer, its Affiliates and subsidiaries, and their its respective Representatives, from and against any and all Damages claims, damages, costs, losses (including without limitation diminution in value), Taxes, liabilities, judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, or the inaccuracy of any representation or warranty, made by Seller in or pursuant to this Agreement (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach of any covenant or agreement made by Seller in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets except to the extent such liability arises out of or results from Buyer's operation of the Business after the Closing DateAssets; (v) any liability arising under any environmental law Environmental Law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition Environmental Condition existing, in each case on or at any time prior to the Closing Date; or (vi) any Post-Closing Environmental Liability (collectively, the "Indemnifiable Events"). Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision.

By Seller. Regardless of Seller's knowledge of the existence of an Indemnifiable Event (as defined below), Seller shall indemnify, defend, save and hold harmless Buyer, its Affiliates affiliates and subsidiaries, and its and their respective Representativesrepresentatives, from and against any and all Damages costs, losses, taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses, lost profits and other losses, attorney's fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty, warranty or the inaccuracy of any representation or warrantyrepresentation, made by Seller in or pursuant to this Agreement (it being understood Agreement; and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of the Seller and the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect); (ii) any breach of any covenant or agreement made by Seller in or pursuant to this Agreement; (iii) any Excluded Liability; (iv) any liability imposed upon . The term "Damages" as used in this Section 11.2 is not limited to matters asserted by third parties against Seller or Buyer, but includes Damages incurred or sustained by Seller or Buyer in the absence of third party claims. Payments by reason Buyer of amounts of which Buyer is indemnified hereunder, and payments by Seller of amounts for which Seller is indemnified, shall not be a condition precedent to recovery. Seller's obligations to indemnify Buyer and Buyer's status obligations to indemnify Seller hereunder shall be the sole remedy for Seller against Buyer and Buyer against Seller, as transferee of the Business or the Assets except to the extent such liability arises case may be, for claims arising out of or results from Buyer's operation of the Business after the Closing Date; (v) any liability arising under any environmental law on account of the conduct of Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any environmental condition (collectively, the "Indemnifiable Events")this transaction.