Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall indemnify and hold Buyer, its partners and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).

Indemnification of Buyer. Subject Except as provided in and subject to SECTION 8.6, the limitations set forth in Sections 9(c), 9(d), Company and 9(e), Seller shall Millxx xxxee on a joint and several basis as between the Company and Millxx xx indemnify and hold harmless Buyer and each officer, director and Affiliate of Buyer, its partners and their respective officersincluding without limitation any successor of the Buyer (collectively, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified PartiesINDEMNIFIED PARTIES") harmless from, against, for from and in respect of against any and all damages, losses, settlement payments, obligationsclaims, liabilities, claimsdemands, actions or causes of action (whether as a result of direct claims or third-party claims) actually sufferedcharges, sustainedsuits, incurred or required to be paid by Buyer Indemnified Partiespenalties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, including court costs and reasonable attorneys' feesfees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any actionthe "INDEMNIFIABLE COSTS"), suit, proceeding, demand, assessment or judgment incident to that any of the matters indemnified Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by the Company or Millxx xx or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith, (B) the assertion and final determination of any claim or liability against any of the Indemnified Parties by any Person based upon the facts that form the alleged basis for any claim or litigation to the extent that it should have been, but was not, reserved for in this Section 9(a)the Financial Statements and the April 30, 1999 balance sheet, in accordance with GAAP, (C) the Company's or Millxx'x xxxtuous acts or omissions to act prior to Closing for which the Company did not carry liability insurance for itself or Millxx xx the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty and (D) any Excluded Liabilities paid by Buyer.

Indemnification of Buyer. (a) Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e)other provisions of this Article 8, Seller shall and Principal Members agree, severally (based on their Pro Rata Share) and not jointly to defend and indemnify and hold the Buyer, its partners Acquisition Sub and their respective officers, directors, shareholdersstockholders, employees, affiliates (including without limitation the Parent and Merger Sub), attorneys, accountants and agents and representatives (collectively, the "Buyer Indemnified Parties") ), and hold them harmless from, from and against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees, interest fees and penalties) actually incurred by Buyer Indemnified Parties expenses in connection with any action, suitsuit or proceeding) (collectively, proceeding, demand, assessment "Damages") incurred or judgment incident to suffered by any of the matters indemnified against Buyer Parties arising out of or related to (i) any breach or alleged breach of any representation, warranty, covenant or agreement of Seller contained in this Section 9(a)Agreement, or any exhibit or schedule to this Agreement or any certificate delivered by Seller pursuant to this Agreement, (ii) any Liability (and/or any other obligation not expressly assumed by Buyer herein) and/or (iii) any breach of any representation, warranty, covenant or agreement of any of the Principal Members contained herein. In addition, each Principal Member shall, severally and not jointly, indemnify, defend and hold Buyer parties harmless from and against all damages arising out of or related to a breach of such Principal Member of any representation or warranty in Article 3A, or any covenant or agreement of such Principal Member.

Indemnification of Buyer. Subject (a) Seller, subject to the conditions and limitations hereafter set forth in Sections 9(c)forth, 9(d)hereby agrees to defend, indemnify, and 9(e), Seller shall indemnify hold harmless Buyer and hold Buyer, its partners the Company and each of their respective officers, directors, shareholdersstockholders, employees, agents representatives, agents, successors and representatives assigns (individually, and collectively, the "“Buyer Indemnified Parties"Indemnitees”) harmless from, against, for against and in respect of any and all losses, Liabilities, damages, lossesactions, suits, proceedings, Claims, demands, orders, assessments, amounts paid in settlement paymentsif approved as provided below, obligationsfines, liabilitiescosts or deficiencies, claimsincluding interest, actions penalties and reasonable attorneys’ fees and costs, including the cost of seeking to enforce this indemnity to the extent such enforcement is successful (collectively, “Losses”), caused by or causes of action (whether as a result of direct claims resulting or third-party claims) actually sufferedarising from, sustainedor otherwise with respect to, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the any inaccuracy in, any breach of of, or any written representationfailure to perform or comply with, warrantySeller’s representations, agreement warranties or covenant of Seller covenants contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in including any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(spursuant hereto) or in any other agreement, instrument or other document made pursuant hereto, or otherwise contemplated herein or arising in connection herewith, and, in the case of the Assets caused by Seller prior Section 4.5 only, without giving effect to the Closing Datemateriality qualifier contained therein (individually, or any liability for remediation or clean-up of environmental conditions as and collectively, a result of “Seller's operations, whether ’s Breach”) and (ii) those Liabilities set forth on or under Section 10.1of the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)Disclosure Schedule.

Indemnification of Buyer. Subject Except as provided in and subject to Section 8.6, the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall agrees to indemnify and hold harmless Buyer, its partners the Company, each officer and their respective officersdirector of the Company and Buyer and any successor of the Company or Buyer (collectively, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified PartiesINDEMNIFIED PARTIES") harmless from, against, for from and in respect of against any and all actual damages (but not including punitive damages; provided, however, that the Seller shall be required to indemnify and hold the Indemnified Parties harmless from any punitive damages that an Indemnified Party may be required to pay to a third party), losses, settlement payments, obligationsclaims, liabilities, claimsdemands, actions or causes of action (whether as a result of direct claims or third-party claims) actually sufferedcharges, sustainedsuits, incurred or required to be paid by Buyer Indemnified Partiespenalties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, including court costs and reasonable attorneys' feesfees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any actionthe "INDEMNIFIABLE COSTS"), suit, proceeding, demand, assessment or judgment incident to which any of the matters indemnified against Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by the Seller or the Company of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in this Section 9(a)connection herewith and (B) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for itself as the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c)Seller will indemnify, 9(ddefend (with counsel of Buyer’s choosing), and 9(ehold harmless Buyer against any Buyer’s Damages. “Buyer’s Damages” means any claims, actions, demands, losses (including but not limited to any diminution in value), Seller shall indemnify and hold Buyercosts, its partners and their respective officers, directors, shareholders, employees, agents and representatives expenses (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligationsincluding but not limited to attorneys’ fees), liabilities, claimspenalties, actions and damages, including counsel fees incurred in attempting to avoid the same or causes of action (whether as a result of direct claims or third-party claims) actually sufferedoppose the imposition thereof, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of from: (iA) any inaccurate representation made by Seller in this Agreement or in any certificate or document delivered in connection this Agreement; (B) the breach of any written representation, warranty, agreement or covenant of warranty made by Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters or document delivered at the Closing) or the Closing Documentsin connection this Agreement; (iiC) any and all Excluded Liabilities; (iii) any contamination on a breach or under default in the property that is subject to the Deed or the Sublease(s) or in performance by Seller of any of the covenants to be performed by it under this Agreement; (D) the ownership, operation or control of the Assets caused by Seller at or prior to the Closing Date; (E) the imposition of any and all federal, state, or any liability for remediation local taxes arising out of, resulting from, or clean-up relating to Seller’s operation of environmental conditions as a result of Seller's operations, whether the Marketing/Retail Business on or under before the property that is subject to the Deed or the Sublease(s) or elsewhereClosing Date; (ivF) the imposition of any and all reasonable costs federal, state, or local taxes based on the income of Seller relating to Seller’s sale of the Assets; and expenses (includingG) claims relating to Seller’s or Seller’s predecessors’ release, without limitationgeneration, attorneys' feestreatment, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with transport, recycling, or storage of any action, suit, proceeding, demand, assessment hazardous substance or judgment incident arising out of or attributable to Seller’s or Seller’s predecessors’ arrangements for any of the matters indemnified against foregoing; provided, however, that in this Section 9(a)no event will the aggregate liability of Seller exceed the aggregate consideration payable hereunder.

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e)below, Seller shall indemnify indemnify, and hold harmless, Buyer against any Buyer’s Damages (as hereinafter defined). “Buyer’s Damages”, its partners and their respective officersas used herein, directorsshall include any actions, shareholdersdemands, employeeslosses (which shall include any diminution in value), agents and representatives (the "Buyer Indemnified Parties") harmless fromcosts, against, for and in respect of any and all damages, losses, settlement payments, obligationsexpenses, liabilities, claimspenalties, actions and damages, including reasonable counsel fees incurred in attempting to avoid the same or causes of action oppose the imposition thereof (whether as provided that “Buyer’s Damages” shall not include punitive or treble damages, except to the extent actually paid to third parties in connection with a result of direct claims third party claim, or third-party claims) actually sufferedconsequential damages that are not reasonably foreseeable), sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of from: (i) any inaccurate representation made by Seller in this Agreement or in any certificate or document delivered in connection herewith; (ii) the breach of any written representation, warranty, agreement or covenant of warranty made by Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters or document delivered at the Closing) or the Closing Documentsin connection herewith; (iiiii) a breach or default in the performance by Seller of any of the covenants to be performed by it hereunder; (iv) any and all Excluded Liabilities; (iiiv) any contamination on or under the property that is subject to the Deed Excluded Transfer Taxes or the Sublease(s) imposition of any and all federal, state or in any local taxes arising out of, resulting from, or relating to Seller’s operation of the Assets caused by Seller Business prior to the Closing Date; or (vi) Seller’s release, generation, treatment, transport, recycling or storage of any liability hazardous substance or arising out of or attributable to Seller’s arrangements for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)foregoing.

Indemnification of Buyer. Subject (a) Except as provided in and subject to the limitations set forth in Sections 9(c)Section 8.6, 9(d), Sellers agree to jointly and 9(e), Seller shall severally indemnify and hold harmless Buyer and each officer, director, and Affiliate of Buyer, its partners and their respective officersincluding without limitation the Company or any successor of the Company (collectively, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified PartiesINDEMNIFIED PARTIES") harmless from, against, for from and in respect of against any and all damages, losses, settlement payments, obligationsclaims, liabilities, claimsdemands, actions charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or causes proceeding) (collectively, the "INDEMNIFIABLE COSTS"), which any of action the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (whether as a result a) any misrepresentation, breach or default by Sellers or the Company of direct claims or third-party claimsunder any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (b) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net the assertion and final determination of any resulting income tax benefits claim or liability against the Company or any of the Indemnified Parties by any Person which arose prior to Buyer Indemnified PartiesJanuary 1, because of (i) 1998 not reserved for or referred to in the breach of any written representation, warranty, agreement Financial Statements or covenant of Seller contained in this Agreement (including the Exhibits and Disclosure Schedule); and (c) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the same shall have been modified at any time at insured party sufficient to satisfy such claim or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operationsliability, whether on or under the property that is subject not such acts or omissions to the Deed act result in a breach or the Sublease(s) violation of any representation or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)warranty.

Indemnification of Buyer. (a) Subject to and to the limitations set forth extent provided in Sections 9(c), 9(d), and 9(eSection 7.1(b), Seller shall agrees to defend, indemnify and hold Buyer, harmless Buyer (including its partners and their respective officers, directors, shareholders, employees, employees and agents and representatives (the "Buyer Indemnified Parties"Affiliates) harmless from, from and against, for and in respect of any and all damagesclaims, actions, causes of action, arbitrations, proceedings, losses, settlement payments, obligationsdamages, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs judgments and expenses (including, without limitation, reasonable attorneys' fees, interest and penalties) actually ("Claim") incurred by Buyer, any Affiliate of Buyer, Seller or USTMAN, net of the amount of insurance coverage required pursuant to Section 6.18 (regardless of whether Buyer Indemnified Parties maintains such Insurance), as a result of (i) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement or in any certificate or other instrument delivered by or on behalf of Seller in connection with this Agreement (including the Schedules hereto), (ii) any actionviolation or breach by Seller of or default by Seller under the terms of this Agreement, suit(iii) any act or omission occurring, proceedingor condition or circumstances existing, demandprior to the Closing, assessment or judgment incident any condition or circumstances caused by any act or omission occurring prior to the Closing, by Seller or USTMAN or otherwise with respect to Seller or USTMAN, (iv) the past or present presence, release, remediation or clean-up of, or exposure to, Hazardous Material relating to or located on, within or under any of assets owned, leased or used by Seller or USTMAN, or (v) any product liability, strict liability or other claims concerning (A) products sold or services provided by Seller or USTMAN prior to the matters indemnified against in this Section 9(a)Closing or (B) inventory owned by Seller or USTMAN at the Closing.