INDEMNIFICATION AND PAYMENT OF DAMAGES. BY TGI......................27 9.4 ESCROW.............................................................28 9.5 PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS..................28 9.6 PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS........................29 9.7
INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party (an "Indemnifying Party") will indemnify and hold harmless the other parties and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY SELLER --ENVIRONMENTAL MATTERS. In addition to the provisions of Section 10.2, Seller will indemnify and hold harmless Buyer, the Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with:
INDEMNIFICATION AND PAYMENT OF DAMAGES. Subject to Section 11.2(b), each Seller (the Sellers collectively, the "Indemnitors") shall severally and not jointly, indemnify and hold harmless Buyer and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer's Indemnified Persons") for, and shall severally, and not jointly, pay to the Buyer's Indemnified Persons:
INDEMNIFICATION AND PAYMENT OF DAMAGES. Upon the effectiveness of the Merger, the Clayco shareholders, jointly and severally, shall be deemed to indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
INDEMNIFICATION AND PAYMENT OF DAMAGES. Upon the effectiveness of the NorthStar Merger, the NorthStar stockholders, jointly and severally, shall be deemed to indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY INVESTOR Investor will indemnify and hold harmless Seller and HEICO, and will pay to Seller, HEICO and their respective representatives, stockholders, controlling persons and Affiliates ("Seller Indemnified Persons") the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Investor in this Agreement or in any certificate delivered by Investor pursuant to this Agreement, and (b) any Breach by Investor of any covenant or obligation of Investor in this Agreement. The remedies provided in this Section 5.3 will be the exclusive remedies that will be available to Seller and HEICO or the Seller Indemnified Persons pursuant to this Agreement.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY SELLER ------------------------------------------------
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY SELLER-- ENVIRONMENTAL MATTERS In addition to the provisions of Section 10.2, Seller will indemnify and hold harmless Buyer, the Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including costs of Cleanup, containment, or other remediation) resulting from: any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or any Acquired Company has or had an interest, or (B) any Hazardous Materials that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or (ii) (A) any Hazardous Materials, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by Seller or any Acquired Company, or by any Person for whose conduct they are responsible at any time on or prior to the Closing Date, (B) any Hazardous Activities that were, or were allegedly, conducted by Seller or any Acquired Company or by any Person for whose conduct they are responsible; or any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of any Acquired Company or by any Person for whose conduct they are responsible in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies prior to the Closing Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present on any other property, if such Hazardous Material emanated from any of the Facilities and was present on any of the Facilities on or prior to the Closing Date) or (ii) Released by Seller or allegedly Released by Seller or any Acquired Company or by any Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing Date. Seller w...
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY TGI............23 9.4
