General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, claim, damage or expense, including reasonable and documented third party legal fees and expenses (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from or relating to (i) the Seller Business (including the ownership or operation thereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, (ii) any Excluded Assets, (iii) any Excluded Liabilities and (iv) liabilities to be retained by Seller pursuant to Section 5.06.
General Indemnification by Seller. (a) From and after the Closing, Seller shall, subject to the provisions of this Article VIII, indemnify, defend and hold harmless each Buyer and its respective employees, officers, directors, representatives, agents and Affiliates (the "Buyer Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings and reasonable costs and expenses (but, other than with respect to any breach of any of the covenants contained in Article XI, not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against a Buyer Indemnified Party) (collectively, the "Losses") sustained or incurred by a Buyer Indemnified Party as a result of or in connection with: (i) the Retained Liabilities, including, without limitation, any claim for or relating to product liability or defective product arising from sales of RC International Branded Concentrates or RC International Non-Branded Concentrates prior to the Closing Date but excluding all Retained Liabilities arising out of, related to or in connection with (x) any breach by Seller of any of the representations or warranties contained in Section 6.15, (y) any Environmental Condition or (z) the environmental condition of the Owned Real Property (whether or not an Environmental Condition and whether or not the existence of such condition constitutes a breach by Seller of any of the representations or warranties contained in Section 6.15) ((x), (y) and (z) being, collectively, the "Environmental Retained Liabilities"), (ii) the Environmental Retained Liabilities, (iii) any breach of a representation or warranty made herein by Seller, (iv) the failure of Seller and Buyers to comply with any applicable bulk transfer laws or (v) any breach by Seller of any of the covenants or agreements contained in this Agreement to be performed by Seller (other than with respect to the Retained Liabilities or Environmental Retained Liabilities).
General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VI, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to:
General Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, its Affiliates and their respective agents, representatives, officers, members, directors, employees, partners and equity holders (each, a “Buyer Indemnified Person”) from, against, and with respect to any and all Losses resulting from, arising out of or in connection with any of the following (in each case, without duplication):
General Indemnification by Seller. Seller shall defend, indemnify and hold Buyer, and each of Buyer's directors, officers, employees, agents, attorneys, and affiliates (each, a "Buyer Indemnified Party") harmless at all times against and in respect of any Damages suffered or incurred by such Buyer Indemnified Party, and all other costs and expenses incurred by such Buyer Indemnified Party in necessary investigation or, after notice to Seller of its intent to do so, in attempting to avoid or oppose the imposition thereof, arising out of, relating to, or resulting from, (i) any breach of any representation, warranty, covenant, or agreement made by Seller in this Agreement, or in any agreement, document, or instrument executed and delivered pursuant to or in connection with the transactions contemplated hereby or thereby; or (ii) the non-performance or malperformance of any obligation to be performed on the part of Seller under this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the transactions contemplated hereby or thereby; PROVIDED that Seller shall not be required to indemnify any Buyer Indemnified Party for any Damages suffered or incurred by such Buyer Indemnified Party as a result of such Buyer Indemnified Party's gross negligence or willful misconduct. 6.7
General Indemnification by Seller. Subject to the terms of this Article V, from and after the Closing, Seller shall indemnify, defend and hold harmless each member of the NewCo Group and each of their respective Representatives, and each of the successors and permitted assigns of any of the foregoing (collectively, the “NewCo Indemnified Parties”), from and against, and shall pay and reimburse each of the NewCo Indemnified Parties for, any and all Losses incurred or sustained by, or imposed upon, the NewCo Indemnified Parties (whether in connection with a Direct Claim or a Third Party Claim) relating to, arising out of or resulting from any of the following items (without duplication) (collectively, the “Seller Indemnification Obligations”):
General Indemnification by Seller. Seller covenants and agrees that it will indemnify, defend, protect and hold harmless Buyer at all times, from and after the Effective Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and reasonable expenses of investigation), in excess of $10,000 on an aggregate basis, incurred by Buyer as a result of or arising from:
General Indemnification by Seller. Seller agrees, subject to the other provisions of this Article X, to protect, defend, indemnify and hold harmless Buyer, its employees, representatives and affiliates and their respective successors and assigns, from, against and in respect of any and all losses, costs, damages, charges or expenses of any nature (including reasonable attorney's fees) resulting from or relating to (a) the Retained Liabilities; or (b) any breach of any representation or warranty or nonfulfillment of any agreement or covenant on the part of Seller contained in this Agreement.
General Indemnification by Seller. From and after Closing and subject to the other provisions of this Article 12, Seller shall indemnify and hold harmless Buyer and its Representatives (collectively, the "Buyer Indemnitees") from and against any and all Losses actually incurred by a Buyer Indemnitee and directly resulting from:
General Indemnification by Seller. Seller agrees to protect, defend, indemnify and hold harmless Buyer, its Affiliates, and its and their officers, directors, employees, consultants, agents, financial advisors, attorneys, accountants, other advisors, representatives, successors and assigns, from and against any and all Losses resulting or arising from, or relating to, (a) any inaccuracy or breach of any representation or warranty made by Seller in this Agreement or any Ancillary Document (other than the Seller Fundamental Representations and the representations and warranties in Section 4.15 (Taxes)) (determined without giving effect to any materiality qualification (or any similar qualification or limitation)); (b) any inaccuracy or breach of any of the Seller Fundamental Representations or the representations and warranties in Section 4.15 (Taxes) (determined without giving effect to any materiality qualification (or any similar qualification or limitation)); (c) any breach of any covenant or agreement of Seller contained in this Agreement or any Ancillary Document; (d) any Released Claim; (e) any of the Excluded Assets (or any other assets of Seller that do not constitute Assets) or the Excluded Liabilities, including Seller’s share of any Apportioned Obligations; or (f) any failure described in Schedule 7.2(f).
