Indemnity by Sellers. (a) Sellers shall indemnify and hold harmless the LLC (from and after the Closing), Buyer, each Buyer Subsidiary, and each Affiliate of Buyer or any Buyer Subsidiary from and against any and all claims, demands, suits, losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs of investigation, litigation, settlement and judgment, and including any costs and expenses incurred by any such Indemnitee as a result or arising out of any obligation or election (whether arising out of or in connection with any Law, any contract, any Charter Document, or otherwise) of any such Indemnitee to indemnify its directors, officers, attorneys, employees, subcontractors, agents and assigns (collectively "Losses"), which they or any of them may sustain or suffer or to which they or any of them may become subject as a result of: Page 55 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT (i) The inaccuracy of any representation or the breach of any warranty made by Sellers in this Agreement; (ii) The nonperformance or breach of any covenant or agreement made or undertaken by Sellers in this Agreement; and (iii) If the Closing occurs, the failure of Sellers to pay, discharge or perform, as and when due, any of the Excluded Liabilities (including, without limitation, the Excluded Liabilities enumerated in Sections 2.4 (b), (c), (d) and (f)). (iv) If the Closing occurs, the ongoing operations of Sellers (including in respect of the Excluded Assets and Excluded Liabilities) after the Closing Date. (b) The indemnification obligations of Sellers provided above shall, in addition to the qualifications and conditions set forth in Sections 12.5 and 12.6, be subject to the following qualifications with respect to claims of indemnity for Losses: (i) Written notice to Sellers of such claim specifying the basis thereof must be made, or an action at law or in equity with respect to such claim must be served, before the second anniversary of the earlier to occur of the Closing Date or the date on which this Agreement is terminated, as the case may be, except that such time limitation shall not apply to breaches of the covenants contained in Sections 2.10, 6.4, 6.7 or 6.10; (ii) If the Closing occurs, the LLC, Buyer, the Buyer Subsidiaries and their respective Affiliates shall be entitled only to recover the amount by which the aggregate Losses sustained or suffered by them exceed one percent of the Purchase Price (the "Deductible Amount"), provided, however, that i...
Indemnity by Sellers. Subject to Clause 8.1.3, each Seller hereby undertakes to the Purchaser (for itself and on behalf of each other member of the Purchaser’s Group and their respective directors, officers, employees and agents) that, with effect from Closing, such Seller will indemnify on demand and hold harmless each member of the Purchaser’s Group and their respective directors, officers, employees and agents against and in respect of any and all:
Indemnity by Sellers. Except as otherwise provided in this -------------------- Agreement, the Sellers shall be liable for, and shall indemnify and hold harmless the Buyer's Indemnitees from and against, (i) any Taxes that may be imposed on or incurred by the Partners and/or the Partnership with respect to all taxable periods ending on or prior to the Closing Date; and (ii) any Taxes allocated to the Sellers pursuant to Section 3 hereof. The indemnification described in this Section 2 shall not apply to the extent of any Taxes (other than United States federal income Taxes) that are reflected as a current accrued tax liability on the 1996 Balance Sheet. Anything in this Agreement to the contrary notwithstanding, the indemnification described in this Section 2 shall be subject to and governed by the provisions of Article 11 of the Stock Purchase Agreement, with the indemnified amount to be treated under said Article 11 as Damages incurred by reason of breach of the representations and warranties in Section 4.24 of the Stock Purchase Agreement.
Indemnity by Sellers. Subject to the last paragraph of this Section 9.3, each Seller, on and after such Seller's respective Closing Date, hereby severally agrees to indemnify, defend and hold harmless the Buyer, its Affiliates and any of their officers, directors and employees, agents and representatives ("Buyer Indemnified Parties") against and in respect of their respective Losses; provided that such Losses result or arise from:
Indemnity by Sellers. Subject to the provisions of Section 8.4 of this Agreement, Sellers agree to indemnify, defend, protect and hold Purchaser and its officers, directors, shareholders and agents harmless for, from and against any and all (i) liabilities of Sellers, (ii) Claims sustained directly or indirectly by Purchaser based on pre-closing operation of Sellers' business, and (iii) breach of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in Section 8.4, that exist at the date of closing or are based on the conduct of Sellers' business prior to the date of Closing.
Indemnity by Sellers. Sellers shall, jointly and severally, indemnify Buyers and their affiliates, directors, officers, managers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless from any and all damage, loss, cost, penalty, liability and expense (including, without limitation, reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by the Buyer Indemnified Parties (whether originally asserted against or imposed on the Buyer Indemnified Parties by a third party or originally incurred or suffered directly by the Buyer Indemnified Parties) arising directly out of any breach of any representation or warranty, covenant or agreement made or to be performed by Sellers pursuant to this Agreement (such breach, a "Seller Breach").
Indemnity by Sellers. Sellers shall, jointly and severally, indemnify Buyers and their affiliates, directors, officers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless from any and all damage, loss, cost, penalty, liability and expense (including, without limitation, reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by the Buyer Indemnified Parties (whether originally asserted against or imposed on the Buyer Indemnified Parties by a third party or originally incurred or suffered directly by the Buyer Indemnified Parties) arising directly out of any breach of any representation or warranty, covenant or agreement made or to be performed by Sellers pursuant to this Agreement, or arising directly out of any liability or obligations under the Multiple Party Vendor Contracts to the extent such liability or obligations have not been disclosed to Buyers in the summaries of the Multiple Party Vendor Contracts (such breach, a "Seller Breach").
Indemnity by Sellers. Sellers, jointly and severally, will defend, indemnify and hold harmless Parent, the Purchaser and their respective directors, officers, employees, shareholders, representatives and agents against any loss, cost, damage, liability, obligation, claim or expense (including reasonable attorney fees and court costs but excluding any consequential, incidental, exemplary or similar damages) (collectively the "Indemnified Losses") resulting from or relating to (a) any breach of any representation, warranty, covenant or agreement made by Sellers in this Agreement that under Section 7.1 survives the Closing or any breach or nonperformance of any agreement entered into by any Seller at Closing, (b) any liabilities of Sellers not assumed by the Purchaser pursuant to this Agreement, and (c) the successful enforcement of Sellers' indemnification obligations under the Agreement.
Indemnity by Sellers. Sellers, jointly and severally, shall indemnify, defend and hold harmless Purchaser and Purchaser's subsidiaries and affiliates including, without limitation, its officers, directors, employees and shareholders and those of its subsidiaries and affiliates from and against Losses that arise out of:
Indemnity by Sellers. Provided that the transaction contemplated by -------------------- this Agreement is closed, the Sellers hereby agree to indemnify, defend and hold harmless the Buyer from and against all liabilities, losses, costs or damages whatsoever (including expenses and reasonable fees of legal counsel) ("Claims") arising out of or relating to Claims made prior to the Survival Date or the Extended Survival Date, if applicable, in the event that it is determined that such Claims arise out of or from or are based upon (i) the inaccuracy in any material respect of any representation or warranty contained in Section 4 made by the Sellers; (ii) the non-performance by the Sellers in any material respect of any covenant, agreement or obligation to be performed by the Sellers under this Agreement; or (iii) the assessment of any federal, state local or other tax liabilities due and payable by the Acquired Company for all periods prior to January 1, 1998.
