Common use of Indemnification by the Buyer Parties Clause in Contracts

Indemnification by the Buyer Parties. (a) The Buyer Parties covenant and agree, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend and hold harmless the Seller Parties, and the Seller Parties’ officers, directors, employees and agents (collectively, the “Indemnified Parties”), from and against its reasonable attorneys’ fees, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to or resulting from any suit, action or proceeding (“Claim”) brought by a holder of the Class A Common Stock of Parent (“Class A Stockholder”) against the Indemnified Parties that is based, in whole or in part, on allegations that the special committee of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with this Agreement or the transactions contemplated hereby that resulted in damages to Parent or the Class A Stockholders; provided, however, that (i) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties from or against any Losses arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders; and (ii) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties with respect to any claim between the Buyer Parties and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, in connection with this Agreement or the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitive

Indemnification by the Buyer Parties. (a) The After the Closing Date, the Buyer Parties covenant unconditionally, absolutely and agreeirrevocably agrees to and shall defend, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend indemnify and hold harmless the Seller PartiesSellers and their respective counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (the Sellers and such persons are collectively referred to as the "Sellers' Indemnified Persons") from and against, and shall reimburse the Seller Parties’ officersSellers' Indemnified Persons for, directorseach and every Loss paid, employees and agents (collectivelyimposed on or incurred by the Sellers' Indemnified Persons, the “Indemnified Parties”)directly or indirectly, from and against its reasonable attorneys’ feesrelating to, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to or resulting from or arising out of (a) any suit, action inaccuracy in any representation or proceeding (“Claim”) brought by a holder warranty of the Class A Common Stock Buyer Parties under this Agreement, whether or not the Sellers' Indemnified Persons relied thereon or had knowledge thereof, or any breach or nonfulfillment of Parent (“Class A Stockholder”) against the Indemnified Parties that is basedany covenant, in whole agreement or in part, on allegations that the special committee other obligation of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with Buyer Parties under this Agreement or any agreement or document delivered pursuant hereto; (b) all liabilities of the transactions contemplated hereby Company arising after the Closing Date that resulted in damages are not attributable to Parent the period of time on or prior to the Class A StockholdersClosing Date, including, but not limited to claims, demands and causes of action against the Company and/or the Buyer Parties arising from or related to the ownership or operation of the Company after the Closing Date; (c) all 37 Environmental Claims arising with respect to facts, conditions, events, operations and circumstances arising solely after the Closing Date; provided, however, that (i) under no in the event of any Environmental Claim that arises with respect to facts, conditions, events, operations and circumstances shall arising both before and after the Closing Date, the Buyer Parties have any obligation Parties' indemnification obligations shall be limited to indemnify such matters arising with respect to facts, conditions, events, operations and circumstances after the Indemnified Parties from or against any Losses arising from any breach of a duty owed by any Indemnified Party to the Class A StockholdersClosing Date; and (iid) under no any other facts or circumstances shall the Buyer Parties have in any obligation to indemnify the Indemnified Parties with respect to any claim between the Buyer Parties and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages manner relating to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, in connection with this Agreement or period after the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitiveClosing Date.

Indemnification by the Buyer Parties. (a) The Buyer Parties covenant and agree, on the terms and subject Subject to the limitations set forth in this AgreementArticle VI, from the Buyer Parties unconditionally, absolutely and after the Closingirrevocably agree to and shall defend, to indemnify, defend indemnify and hold harmless the Seller PartiesParties and their respective subsidiaries, and the Seller Parties’ shareholders, Affiliates, parents, officers, directors, employees employees, counsel, agents, contractors, successors, assigns, heirs and agents legal and personal representatives (collectively, the Seller Parties and such persons are collectively referred to as the “Seller Indemnified PartiesPersons”), ) from and against its reasonable attorneys’ feesany and all Losses, accounting feesand shall reimburse the Seller Indemnified Persons for, experts’ fees each and costs of suit (collectivelyevery Loss paid, “Losses”) imposed on or incurred by the Seller Indemnified Persons, directly or indirectly, relating to or to, resulting from or arising out of or any suit, action allegation by any third party of: (A) any inaccuracy in any representation or proceeding (“Claim”) brought by a holder warranty of the Class A Common Stock of Parent (“Class A Stockholder”) against the Indemnified Buyer Parties that is based, in whole or in part, on allegations that the special committee of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with under this Agreement or the transactions contemplated hereby that resulted in damages any agreement, certificate or other document delivered or to Parent or the Class A Stockholders; provided, however, that (i) under no circumstances shall be delivered by the Buyer Parties have pursuant hereto in any obligation to indemnify respect, whether or not the Seller Indemnified Parties from Persons relied thereon or against any Losses arising from had Knowledge thereof, or any breach or nonfulfillment of a duty owed by any Indemnified Party to the Class A Stockholders; and (ii) under no circumstances shall covenant, agreement or other obligation of the Buyer Parties have under this Agreement or any obligation agreement or document delivered pursuant hereto, (B) any Assumed Liability, but only to indemnify the Indemnified Parties with respect extent arising from obligations relating to any claim between the performance thereunder from and after the Closing Date or (C) the ownership, management or operation of the Assets after the Closing Date. The indemnification obligations of the Buyer Parties under this Section 6.3 shall survive the Closing and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until will terminate at the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, time specified in connection with this Agreement or the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitiveSection 6.5.