Indemnification by Sellers and Beneficiaries and Buyers Clause Samples

Indemnification by Sellers and Beneficiaries and Buyers. (a) Subject to the terms and conditions of this Article 10, after the Closing, Sellers and Beneficiaries (as to Beneficiaries, only to the extent Beneficiaries have received any direct payments under this Agreement or indirect payments under this Agreement in form of distributions from either of the 1994 Trust or the 2003 Trust), jointly and severally, indemnify, defend, and hold Buyers and each of their respective Affiliates, directors, officers, and employees and the successors and assigns of any of them (collectively, the “Buyer Group”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, fines, penalties, costs, and expenses (including, without limitation, reasonable fees and expenses of counsel) (collectively, “Damages”), asserted against, resulting to, imposed upon, or incurred by any member of the Buyer Group, directly or indirectly, by reason of or resulting from: (i) any misrepresentation or inaccuracy of any representation or warranty made by any Seller in or pursuant to this Agreement; (ii) any breach by any Seller or Beneficiary of any covenant, agreement, or obligation of contained in or made pursuant to this Agreement; (iii) all Taxes of any Seller, except to the extent such Taxes are prorated to Buyers pursuant to Section 8.02; (iv) any defective or nonstandard Food or other product manufactured, processed, or sold by either Company on or before the Closing; (v) any Hazardous Substance Released on or before the Closing Date on, under, or to the Owned Real Property, the Affiliate-Owned Real Property, or any other real property currently or previously owned or leased by either Company or JEM Sales or used in either Business, or any other environmental conditions existing on or before the Closing Date arising out of or in connection with such real property; (vi) any Hazardous Substance at any property that was generated, stored, used, disposed of, treated, handled, or shipped by any Seller on or before the Closing Date; (vii) any violation of Environmental Laws on or before the Closing Date or on or before the Closing Date and continuing after the Closing Date by any Seller; (viii) any legal or accounting fees or expenses incurred by any Seller or any Beneficiary prior to the Closing Date in connection with the transactions contemplated by this Agreement and not either paid on or before the Effective Time or reflected as a Current Liability on either Final Working Capital Stateme...