By Seller and the Shareholders. Subject to the terms and conditions ------------------------------ of this Section 11, Seller and each Shareholder, jointly and severally, hereby ---------- agree to indemnify, defend and hold harmless Purchaser, its directors, officers, employees and controlled and controlling persons (hereinafter "Purchaser's ----------- Affiliates") from and against all Claims asserted against, resulting to, imposed ---------- upon, or incurred by Purchaser or Purchaser's Affiliates, directly or indirectly, by reason of, arising out of, resulting from or not otherwise disclosed as a result of (a) the excluded Liabilities, (b) the inaccuracy or breach of any representation or warranty of the Seller or any Shareholder contained in or made pursuant to this Agreement, or (c) the breach of any covenant of the Seller or any Shareholder contained in this Agreement provided, however, that, except with respect to any Claims pursuant to the Excluded Liabilities, Section 4.1, Section 4.2, Section 4.6, Section 4.7 and Section -------------------------------------------------------------- 4.12, Seller and the ---- Shareholders shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $150,000 (and then only to the excess), and shall have no liability hereunder in excess of one half of the Purchase Price, provided, however, that the exception to the limit on indemnification for a breach of Section 4.6 shall apply only to the extent that ----------- the amount of the Accounts Receivable and Costs in Excess of Xxxxxxxx reflected on the Closing Balance Sheet which are in breach of Section 4.6 did not cause ----------- the Book Value Adjustment to exceed $500,000. As used in this Section 11, the ---------- term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all ----- losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.
By Seller and the Shareholders. Seller and the Shareholders, jointly and severally, agree to indemnify and defend Buyer and Buyer's directors, officers, employees and agents and to hold them harmless from and against any and all claims, liabilities, damages and expenses (including, without limitation, the fees and expenses of attorneys and expert witnesses, the costs of investigation and court costs) suffered or incurred by them, when and as suffered or incurred, whether or not any of such claims, liabilities, damages or expenses are suffered or incurred in connection with the ownership, operation, use, sale or possession of any of the Assets, directly or indirectly in connection with (a) the Assigned Contracts and arising on or prior to the Closing Date, to the extent that any of such claims, liabilities, damages and expenses are not specifically disclosed in writing by Seller to Buyer or are not accepted by Buyer prior to the Closing Date, or (b) any written or oral contracts, agreements, understandings or commitments that are not included in the Assets or are not legally and validly assigned hereunder, or (c) any breach of any covenant, agreement, representation or warranty by any of Seller and the Shareholders hereunder, (d) any infringement or violation by Seller of any intellectual property rights of any other person, or (e) any flaw or default in the design, materials used in, manufacture or installation of any Product manufactured or sold by Seller, or (f) the use or ownership of any of the Intangible Property.
By Seller and the Shareholders. After the Closing, Seller and each Shareholder (each a "SELLER PARTY"), jointly and severally, agree to indemnify and hold harmless the Purchaser, any of its subsidiaries and affiliates and their respective officers, directors, managers, employees, agents, representatives, advisors, stockholders and partners (collectively, the "PURCHASER INDEMNIFIED PARTIES") from and against any and all Losses caused by or arising out of (i) any breach of any representation or warranty of Seller or any Shareholder contained herein, (ii) any breach of any covenant or other obligation of Seller or any Shareholder contained herein, (iii) any Excluded Liabilities, (iv) any failure of Seller to comply with the so-called bulk sales law of any state, or (v) any royalties payable pursuant - 29 - 36 to the settlement agreement between Vitol Gas & Electric LLC and Nucleus Corporation, dated November 10, 1998, with respect to the transactions contemplated hereby. The Seller Parties may agree among themselves as to the allocation among them of any liability for indemnification under this Section 6.3(a), but no such agreement shall affect the liability of any of them to any Purchaser Indemnified Party.
By Seller and the Shareholders. Seller and the Shareholders shall, jointly and severally, indemnify, save and hold harmless Buyer and its Affiliates, successors and permitted assigns and each of the foregoing’s respective directors, officers, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all Damages arising out of, resulting from or relating to, without duplication: (i) the breach of any representation or warranty made by Seller under ARTICLE III, (ii) the breach of any covenant or agreement of this Agreement or any of the Ancillary Agreements to be performed by Seller or either of the Shareholders, (iii) the Excluded Assets, (iv) the Excluded Employees, (v) the matter disclosed on item 5 of Section 3.14 of the Seller Disclosure Schedules or (vi) the Profit Sharing Plan and item 6 of Section 3.19 of the Seller Disclosure Schedules; provided that Seller and the Shareholders shall not have any obligation hereunder with respect to any breach set forth in (i) above unless the Buyer Indemnified Parties have made a claim for indemnification pursuant to Section 7.2(c) with respect to any such breach of a representation or warranty prior to the expiration of such representation or warranty as set forth in Section 7.1.
By Seller and the Shareholders. From and after the Closing Date, Seller and the Shareholders agree to indemnify, defend and hold harmless Buyer and its respective directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a “Buyer Indemnified Party”) from and against, and to promptly pay to or reimburse a Buyer Indemnified Party for, any and all losses, damages and expenses (including, without limitation, reasonable attorneys’ and other advisors’ fees and expenses), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the “Losses”) sustained by such Buyer Indemnified Party relating to, caused by or resulting from: (i) any misrepresentation, breach of warranty, or failure to fulfill or satisfy any covenant or agreement made by Seller and the Shareholders; and (ii) the Assets, operations and business of Seller through the Closing Date.
