Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Each Seller, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Seller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller made in this Agreement and to be performed by Seller before the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller, jointly and The Sellers each agree that they -------------------------- severally, agrees that he will each indemnify, defend, protect and hold harmless Eastern the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns assigns, as applicable, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Sellerthe Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, fromas a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller Sellers made in this Agreement or in the Collateral Documents and to be performed by Seller Sellers before or after the Closing Date; provided(c) the imposition upon, however, that such nonfulfillment claim against or nonperformance is -------- ------- within payment by the control Purchaser of such Sellerany liability or obligation of the Company other than the Assumed Liabilities; (cd) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise excise, payroll or property tax liabilities of the Companies Company arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller, Sellers shall jointly and -------------------------- severally, agrees that he will severally indemnify, defend, protect save and hold harmless Eastern Buyer and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representativesagents and Affiliates (collectively, successors and assigns "BUYER INDEMNITEES") from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, actionsdeficiencies, suits, proceedings, demands, assessments, adjustments, penaltiesLiabilities, costs and expenses whatsoever (including specificallyreasonable legal fees, but without limitationinterest, penalties, and all reasonable attorneys' fees amounts paid in investigation, defense or settlement of any of the foregoing and expenses whether or not any such demands, claims, allegations, etc., of investigationthird parties are meritorious; collectively, "BUYER DAMAGES") whether equitable asserted against, imposed upon, resulting to, required to be paid by, or legalincurred by, matured any Buyer Indemnitees, directly or contingentindirectly, known or unknown to such Sellerin connection with, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, atof, or after the date which would not have occurred but for (i) a breach of any representation or warranty made by Sellers in this Agreement, from: in any certificate or document furnished pursuant hereto by Sellers or in any Other Agreement to which any Seller is to become a party, (aii) a breach or nonfulfillment of any breach of, misrepresentation in, untruth covenant or agreement made by Sellers in or inaccuracy in the representations and warranties by the Seller, set forth in this Agreement or in the Schedules attached pursuant to this Agreement or in the Collateral Documents; any Other Agreement to which any Seller is or is to become a party, (biii) nonfulfillment any Retained Liability, (iv) noncompliance with or nonperformance of a violation of, and any Buyer Damages with respect to, Environmental Laws, (v) any liability under any warranty (express or implied), guarantee or other similar promise, or any contract or agreement, covenant given, issued, made or condition entered into by any Seller (relating to the Business or the Purchased Assets) on the part of a Seller made in this Agreement and to be performed by Seller or before the Closing Date; provided, howeveror implied with respect to any such warranty, that such nonfulfillment guaranty, contract or nonperformance is -------- ------- within the control of such Seller; agreement, or (cvi) violation any liability of the requirements Business, whether due or to become due, existing on the Closing Date or arising out of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued transaction entered into prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each SellerThe Sellers each agree that they -------------------------- will each, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern Purchaser, EESI and its their officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Sellerthe Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller Sellers made in this Agreement and to be performed by Seller Sellers before or after the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment (to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust," or "racketeering," or "unfair competition law", ," including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, the Racketeer Influenced or Corrupt Organizations Act, or the Federal Trade Commission Act, ; or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each SellerThe Sellers each agree that they -------------------------- will each, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Sellerthe Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: from (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller Sellers made in this Agreement or in the Collateral Documents and to be performed by Seller Sellers before the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to after the Closing Date; (dc) any violation liability claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any federalnature ("Liabilities") of any Seller other than Liabilities reflected on the Closing Date Balance Sheet or the Closing Date Statement, state or local "anti-trust" obligations under contracts, agreements and Material Documents assumed by the Purchaser at the Closing or "racketeering" or "unfair competition law"under the Company Debt (if assumed by the Purchaser) which first mature and accrue after the close of business on the Closing Date, includingor, without limitationin the case of the Company Debt, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Actdate on which it is assumed; and (ed) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (dc) of this Section 9.1 8.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller, jointly and -------------------------- severallyseverally (except for breaches of the warranty in Section 3.2(b) which shall be several and not joint), agrees that he will indemnify, defend, protect and hold harmless Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Seller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller made in this Agreement and to be performed by Seller before or after the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Xxxxxxx Companies arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller, of Sellers shall jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern severally indemnify Buyer and its Affiliates, stockholders, officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsemployees, agents, employeespartners, legal representatives, successors and assigns from (collectively, the "BUYER PARTIES") and save and hold each of them harmless against all claimsand pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, damagesliability, actionsdemand, suitsclaim, proceedingsaction, demandscause of action, assessmentscost, adjustmentsdamage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of investigationany of the foregoing) whether equitable (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior become subject to, atas a result of, in connection with, relating or after the date of this Agreement, fromincidental to or by virtue of: (ai) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Seller, set forth Company or any Seller of any representation or warranty made by the Company or any Seller in this Agreement or in any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by the Company or any Seller pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement by the Company or any Seller under this Agreement or in any of the Collateral DocumentsSchedules and Exhibits attached hereto; (biii) nonfulfillment any Taxes of the Company with respect to any Tax year or nonperformance of any agreement, covenant portion thereof ending on or condition on the part of a Seller made in this Agreement and to be performed by Seller before the Closing Date (with it being understood that, for purposes of this clause (iii) in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control portion of such SellerTax which relates to the portion of such Taxable period ending on the Closing Date which shall be calculated in accordance with the provisions of Section 8.11(b) hereof; or (civ) violation any violations of, or any liabilities or investigatory, corrective or remedial obligations arising under, Environmental and Safety Requirements with respect to the past or current properties, facilities or operations of the requirements Company, whether or not constituting a breach of any governmental authority relating representation or warranty hereunder and whether or not disclosed to Buyer prior to the reporting and payment of federal, state, local Closing Date or other income, sales, use, franchise, excise identified by Buyer or property tax liabilities of the Companies arising its agents or accrued representatives through their due diligence investigations prior to the Closing Date, including without limitation all matters set forth on the IDENTIFIED ENVIRONMENTAL MATTERS SCHEDULE attached hereto, except for any such violations, liabilities, or obligations the facts or circumstances underlying which are caused solely by the operation of the Company's business after the Closing Date; PROVIDED THAT Sellers shall not have any liability under clause (di) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitationabove (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), the Xxxxxxx Actfirst two sentences of Section 5.3 (Authorization; Noncontravention), Xxxxxxx ActSection 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses)) unless and until the aggregate of all Losses relating thereto for which Sellers would, Xxxxxxxx Xxxxxx Actbut for this proviso, Federal Trade Commission Act, or Racketeer Influenced be liable exceeds on a cumulative basis an amount equal to $100,000 (and Corrupt Organization Actthen Sellers shall be liable for all such Losses in excess of the $100,000 threshold amount); and (e) any claim by a third party that, if true, would mean PROVIDED FURTHER that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of Sellers' aggregate liability under this Section 9.1 8.2(a) (other than for a breach of Sections 8.4 or 8.10 hereof) shall in no event exceed the amount of the Purchase Price. Nothing in this Agreement has occurredshall limit or restrict any of the Buyer Parties' right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit.

Indemnification by Sellers. Each Seller, jointly Jointly and -------------------------- severally, agrees that he it will indemnify, defend, protect and hold harmless Eastern Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller made in this Agreement and to be performed by a Seller before or after the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment (to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies Company arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each SellerSellers and the Shareholders individually, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect severally agree to indemnify and hold harmless Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and assigns the Buyer from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, fromagainst: (a) any breach of, misrepresentation in, untruth and all liability for any claims based upon any state of facts in or inaccuracy in the representations and warranties by the respect to any Seller, set forth its business, properties, assets, or upon any acts or omissions of its employees, officers, directors, stockholders, agents or others acting on its behalf, in this Agreement existence at or in prior to the Schedules attached to this Agreement or in the Collateral Documentsclosing; (b) any and all liabilities, damages and expenses resulting from any regulatory or legal actions or claims by any federal, state or local governmental agency or any suits, claims, actions of proceedings by others, if such regulatory or legal actions, suits, claims or proceedings are founded upon or arise by reason of events or operations of a Seller occurring or any state of facts in respect of a Seller's business; (c) any and all damage or deficiency resulting from any misrepresentation, breach of warranty or nonfulfillment or nonperformance of any agreement, condition or failure to perform any covenant or condition agreement on the part of a Seller made contained in this Agreement and or any other agreement or document to which a Seller or a Shareholder is a party contemplated hereby, or from any misrepresentation or omission from any exhibit, certificate or other instrument or copy thereof required to be performed by Seller before the Closing Date; provided, however, that such nonfulfillment furnished or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating furnished to the reporting and payment Buyer by the terms of federalthis Agreement or any other agreement or document to which a Seller or a Shareholder is a party contemplated hereby, stateor any claim which, local if true, would constitute such a breach or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to the Closing Datemisrepresentation; (d) taxes, assessments, interest or penalties resulting from adjustments to any violation tax liability of a Seller or from a Seller's failure to pay in full its tax liability, for any period prior to the reporting period in which the closing occurs or in regard to the Closing, in respect to federal, state or local "anti-trust" income, sales or "racketeering" or "unfair competition law"other taxes, includingas well as withholding taxes and penalties for underpayment of withholding taxes and estimated taxes for any period, without limitation, including the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and period in which the Closing Date occurs: (e) any claim by liability of a third Seller other than an Assumed Liability: (f) the costs of investigation, defense, legal fees, disbursements, costs of settling and discharging any and all judgments and or claims alleging or incident to the foregoing, regardless of the ultimate responsibility of a Seller for any such liability to any claimant. Buyer shall have the right to offset any claims hereunder against any sums due from the Buyer to any party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurredhereto.

Indemnification by Sellers. Each Seller, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, agreement or covenant or condition on the part of a Seller made in this Agreement and to be performed by a Seller before or after the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies Company arising or accrued prior to the Closing Date, except for taxes for the current fiscal year in an amount not exceeding the reserve therefor on the Most Recent Balance Sheet ; (d) any violation prior to Closing of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller, jointly and Seller severally agrees -------------------------- severally, agrees that he it will indemnify, defend, protect and hold harmless Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Seller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller made in this Agreement and to be performed by Seller before or after the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment (to the extent payment exceeds the amount reserved for in the Most Recent Financial Statement) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Xxxx Companies arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each SellerThe Sellers each agree that they -------------------------- will each, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern the Purchasers and its their officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Sellerthe Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: from (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller Sellers made in this Agreement or in the Collateral Documents and to be performed by Seller Sellers before the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to after the Closing Date; (dc) any violation the imposition upon, claim against, or payment by the Purchasers of any federal, state liability or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, obligation of the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization ActCompany other than the Assumed Liabilities; and (ed) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (dc) of this Section 9.1 8.1 of this Agreement has occurred; or (e) the dispute between the Xxxxxx Parties and the Sellers as to the amount of indebtedness owed to the Xxxxxx Parties by the Sellers pursuant to the Sale Agreement (as defined in Section 1.4(c), any liens on the Assets in connection therewith or any litigation arising therefrom and any other matters covered by the Xxxxxx Indemnity. The indemnification in this Section 8.1 (other than the Xxxxxx Indemnity) is subject to the limitations set forth in Section 8.5 and 8.6.

Indemnification by Sellers. Each Seller, jointly and -------------------------- --------------------------- severally, agrees that he it will indemnify, defend, protect and hold harmless Eastern Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition (to the extent such condition could have been satisfied with commercially reasonable effort) on the part of a Seller made in this Agreement and to be performed by a Seller before or after the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment (to the extent payment exceeds the amount reserved for in the Most Recent Balance Sheet) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities Taxes of the Companies Company arising or accrued prior to the Closing Date; and (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), or (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Seller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller made in this Agreement and to be performed by Seller before or after the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment (to the extent payment exceeds $238,000) of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to the Closing Date; (d) any violation by Sellers or the Companies of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. Each SellerThe Sellers each agree that -------------------------- they will each, jointly and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern the Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Sellerthe Sellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, from: from (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller Sellers made in this Agreement or in the Collateral Documents and to be performed by Seller Sellers before the Closing Date; provided, however, that such nonfulfillment or nonperformance is -------- ------- within the control of such Seller; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to after the Closing Date; (dc) any violation liability, claim, cost, expense or obligation whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, extraordinary or ordinary, patent or latent of any federalnature ("Liabilities") of (x) Xxx Bin, state Allegro, Madison or local "anti-trust" the Partnership not reflected on the Closing Date Statement, except for obligations under contracts, agreements and documents assumed by the Purchaser at the Closing which first mature and accrue after the close of business on the Closing Date, (y) any liability of Regional not reflected on the Closing Date Balance Sheet which accrues or "racketeering" matures or "unfair competition law"arises from events occurring prior to the close of business on the Closing Date, includingand (z) any Liability of the Shareholders, without limitationwhether arising out of occurrences prior to, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Actat, or Racketeer Influenced and Corrupt Organization Act; after the date of this Agreement and (ed) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (dc) of this Section 9.1 8.1 of this Agreement has occurred.

Indemnification by Sellers. Each Seller, jointly Subject to the other terms and -------------------------- severally, agrees that he will indemnify, defend, protect and hold harmless Eastern and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and assigns from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such Seller, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date conditions of this Agreement, fromSellers, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates (including, after the Closing, each Company) and each of their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon or arising out of: (a) any breach of, misrepresentation in, untruth inaccuracy in or inaccuracy in breach of any of the representations and or warranties of any Seller or any Company in any Transaction Document, including any of the representations or warranties contained in Article III or Article IV or any certificate or instrument delivered by or on behalf of any Seller or any Company at the Seller, set forth in this Agreement or in the Schedules attached Closing pursuant to this Agreement Agreement, or in the Collateral Documentsany allegation by a third party that, if proven true, would constitute such an inaccuracy or breach; (b) nonfulfillment any breach or nonperformance non-fulfillment of any agreementcovenant, covenant agreement or condition on the part of a Seller made in this Agreement and obligation to be performed by any Seller before or any of its respective Affiliates (including any covenant, agreement or obligation to be performed by any Company on or prior to the Closing Date; providedClosing) pursuant to any Transaction Document or any allegation by a third party that, howeverif proven true, that would constitute such nonfulfillment a breach or nonperformance is -------- ------- within the control of such Sellernon-fulfillment; (c) violation of any Closing Indebtedness or Transaction Expenses to the requirements extent not set forth on the Payoff Letters or otherwise reflected in and adjusted for in the Final Closing Statement; (d) any claim asserted by any Person who is or was, or who claims to be or to have been, the holder of, or entitled to acquire or receive, any Securities, equity interest, option or other security of any governmental authority relating Company or who claims any consideration with respect thereto; (e) any indemnification obligations owing by any Company to any past or present officers, managers, managing-members, directors, employees, former employees or independent contractors of any Company (whether under Law, any Organizational Document, any current indemnification agreement, this Agreement or otherwise) with respect to claims made against such past or present officers, managers, managing-members, directors, employees, former employees or independent contractors, in each case, which (i) are asserted on or prior to the reporting and payment of federalClosing Date or (ii) arise or are based, statein whole or primarily upon, local on any events, activities or other income, sales, use, franchise, excise actions occurring on or property tax liabilities of prior to the Companies arising Closing Date or accrued conditions caused or contributed to on or prior to the Closing Date; (df) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (asubject to Section 8.04(k), (b)i) any Environmental Claim by reason of or arising out of any action, failure to act, event or condition (whether known or unknown on or prior to the Closing Date) (1) associated with the ownership or operation by any Company of, or at, (cx) the Real Property, or (dy) property formerly owned, operated or leased by any Company during the time of this Section 9.1 such Company’s (or any other Person’s, to the extent such Person would qualify as such Company at such time) ownership, operation or lease of this Agreement has occurred.such property, (ii) the presence or Release of any Hazardous Material on, at, to or from any 41 302010047 v18

Indemnification by Sellers. Each Seller, of MSI and the Company agree jointly and -------------------------- severally, agrees that he will severally to indemnify, defend, protect and hold harmless Eastern Purchaser and its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, legal representatives, successors and assigns assigns, as applicable, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown to such SellerSellers, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, fromas a result of or incident to: (a) any breach of, misrepresentation inmisrepresentation, untruth in or inaccuracy in the representations and warranties by the SellerSellers, set forth in this Agreement or in the Exhibits or the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller Sellers made in this Agreement or in the Collateral Documents and to be performed by Seller Sellers before or after the Closing Date; provided(c) the imposition upon, however, that such nonfulfillment claim against or nonperformance is -------- ------- within payment by Purchaser of any liability or obligation of Sellers other than the control of such SellerAssumed Liabilities; (cd) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property income tax liabilities of the Companies Sellers arising or accrued prior to the Closing Date; (de) any violation all claims, liabilities or obligations arising out of any federalthe operation of the Car Wash Business prior to Closing (other than the Assumed Liabilities), state including but not limited to litigation (including that set forth on Schedule 3.11), claims for customer vehicle damage, property damage or local "anti-trust" or "racketeering" or "unfair competition law"personal injury, including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Actother than Assumed Liabilities; and (ef) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c), (d) or (de) of this Section 9.1 of this Agreement has occurred. For purposes of this section, to the extent that any claims can reasonably be deemed to be made under one or more of the provisions of subsections (a)-(f), the Indemnified Party (as hereinafter defined) may elect which subsection or subsections under which to bring its claim.