Common use of Indemnity by Sellers Clause in Contracts

Indemnity by Sellers. Without limitation of any other provision of this Agreement or any other rights and remedies available to Purchaser at law or in equity, Sellers, jointly and severally, covenant and agree to indemnify, defend and hold harmless Purchaser and its Affiliates, stockholders, officers, directors, employees, representatives, successors and assigns (the "Purchaser Indemnified Parties") from all liabilities, losses, claims, demands, damages, judgments, interest, penalties, fines, costs and expenses, whether or not arising out of third-party claims (including without limitation, diminution in value and consequential damages, reasonable attorneys' and accountants' fees and expenses) (collectively, "Losses") actually or allegedly arising out of, in connection with or relating to (i) any breach of any covenant or agreement of Sellers or any inaccuracy in any of the representations and warranties of Sellers in this Agreement or in any certificate delivered by Sellers pursuant to this Agreement: (ii) claims, lawsuits, actions and proceedings by Sellers' employees, former employees or applicants to Sellers, or any beneficiary or executor of the estate of any of the foregoing, relating to employment, except to the extent such claims and liabilities are an Assumed Liability; (iii) claims, lawsuits, and other liabilities arising out of Sellers' conduct of the Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i), (ii) and (iii) hereof are not an Assumed Liability and together with amounts paid under Section 2.1 (f) and (g) exceed $300,000 in the aggregate; (iv) all uninsured amounts paid or incurred by the Purchaser Indemnified Patties pursuant to Section 2.1 (g), or any amounts paid to customers by the Purchaser Indemnified Parties pursuant to Section 2.1(f), for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses (i), (ii), and (iii) exceed $300,000 in the aggregate and relate to products sold by the Division prior to the Closing Date; or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims under Sections 2.1 (f) and (g), but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty or insurance claims. It is understood and agreed that Sellers' obligations in the aggregate under clauses (i), (ii), (iii), (iv) and (v) of this Section 8.1 shall be limited to the amount of the Purchase Price. In addition, with respect to Section 4.8 hereof, Sellers shall not be deemed to be in breach of Section 4.8 and shall not indemnify Purchaser under the provisions of this Article 8 for Sellers failure to possess or transfer to Purchaser certificates of conformance with respect to any inventory item included within the Purchased Assets on the Closing Date, unless Purchaser has attempted to and failed to obtain such certificates of conformance using reasonable commercial efforts following one hundred twenty (120) days after Purchaser's written request for certification from the manufacturer of such inventory item.

Indemnity by Sellers. Without limitation of any other provision of this Agreement or any other rights From and remedies available to Purchaser at law or in equityafter the Closing Date, Sellers, Sellers shall -------------------- jointly and severally, covenant and agree to severally indemnify, defend and hold harmless Purchaser Buyer and its Affiliatesshareholders, stockholdersdirectors, officers, directors, employees, affiliates, subsidiaries, parent, agents, legal representatives, successors and assigns (collectively, the "Purchaser Buyer Indemnified Parties") ), from and against and in respect of, and shall on demand pay to the Buyer Indemnified Parties the full amount of, any and all liabilities, losses, claims, demands, damages, judgments, interest, penalties, fines, costs and expenses, whether or not arising out of third-party claims losses and/or liabilities (including without limitation, diminution in value and consequential damages, limitation reasonable attorneys' and accountants' fees and expensesfees) (collectivelysuffered or incurred by any Buyer Indemnified Party due to, "Losses") actually or allegedly arising out by reason of, in connection with or relating to the existence of which would constitute: (i) any untrue representation, breach of warranty or breach or non-fulfillment of any covenant or agreement of by Sellers or any inaccuracy in any of the representations and warranties of Sellers contained in this Agreement or in any certificate delivered by Sellers pursuant to this Agreement: other Asset Transfer Document; (ii) claims, lawsuits, actions any Tax unpaid and proceedings owing by Sellers' employees, former employees including without limitation any payroll, unemployment or applicants to social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers, or any beneficiary or executor of the estate of any of the foregoing, relating to employment, except to the extent such claims and liabilities are an Assumed Liability; (iii) claims, lawsuits, and other liabilities any liability arising out of Sellers' conduct of, relating to or connected with any act or omission in respect of the Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i), (ii) and (iii) hereof are not an Assumed Liability and together with amounts paid under Section 2.1 (f) and (g) exceed $300,000 in the aggregate; (iv) all uninsured amounts paid or incurred by the Purchaser Indemnified Patties pursuant to Section 2.1 (g), or any amounts paid to customers by the Purchaser Indemnified Parties pursuant to Section 2.1(f), for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses (i), (ii), and (iii) exceed $300,000 in the aggregate and relate to products sold by the Division Assets accruing prior to the Closing Date; or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims under Sections 2.1 (f) and (g), but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty or insurance claims. It is understood and agreed that Sellers' obligations in the aggregate under clauses (i), (ii), (iii), (iv) any and (v) of this Section 8.1 shall be limited all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident to the amount any of the Purchase Price. In additionforegoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, with respect to Section 4.8 hereof, Sellers shall not be deemed to be or in breach of Section 4.8 and shall not indemnify Purchaser under the provisions of enforcing this Article 8 for Sellers failure to possess or transfer to Purchaser certificates of conformance with respect to any inventory item included within the Purchased Assets on the Closing Date, unless Purchaser has attempted to and failed to obtain such certificates of conformance using reasonable commercial efforts following one hundred twenty (120) days after Purchaser's written request for certification from the manufacturer of such inventory itemindemnity.

Indemnity by Sellers. Without limitation of any other provision of this Agreement Each Seller hereby agrees severally (and not jointly, or any other rights and remedies available to Purchaser at law or in equity, Sellers, jointly and severally, covenant and agree ) to indemnify, defend and hold harmless Purchaser Buyer, Acquisition and its Affiliates, stockholders, officers, the Company and each of their directors, employees, representatives, successors officers and assigns Affiliates (individually a "Buyer Indemnitee" and collectively the "Purchaser Indemnified PartiesBuyer Indemnitees") from against and in respect of all liabilitiesLiabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, claims, demands, damages, judgments, interestfines, penalties, fines, costs and expenses, whether or not arising out of third-party claims fees, costs, amounts paid in settlement (including without limitation, diminution in value and consequential damages, reasonable attorneys' and accountants' expert witness fees and expenses) disbursements in connection with investigating, defending or settling any action or threatened action), arising out of any claim, damages, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated or otherwise existing in respect of any matter (each a "Loss" and collectively, the "Losses") actually that results from (a) the inaccuracy or allegedly arising out ofbreach of any representation or warranty made by such Seller herein or from any misrepresentation in or omission from any schedule, in connection with document, certificate or relating other instrument required to be furnished by Sellers hereunder, provided that for purposes of this clause (a) breaches of all representations and warranties shall be determined as follows (i) with respect to any breach individual item of any covenant Loss or agreement related items of Sellers Loss, if such item or any inaccuracy in any items exceed $25,000 (the "Individual Threshold"), then all Losses (without regard to time) that result from, arise out of the representations and warranties of Sellers in this Agreement or in any certificate delivered by Sellers pursuant to this Agreement: (ii) claims, lawsuits, actions and proceedings by Sellers' employees, former employees or applicants to Sellers, or any beneficiary or executor of the estate of any of the foregoing, relating to employment, except relate to the extent circumstances, events, facts or occurrences surrounding such claims individual item or related items of Loss or Losses of a similar nature in excess of $10,000 (the "Individual Deductible") shall count toward the Aggregate Deductible and liabilities are an Assumed Liability; (iii) claims, lawsuits, and other liabilities arising out of Sellers' conduct of the Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i)Aggregate Threshold, (ii) and if the aggregate dollar amount of Losses which would otherwise be indemnifiable pursuant to this clause (iiia) hereof are not an Assumed Liability and together with amounts paid under Section 2.1 (f) and (g) exceed exceeds $300,000 in (the aggregate; (iv) all uninsured amounts paid or incurred by the Purchaser Indemnified Patties pursuant to Section 2.1 (g"Aggregate Threshold"), or any amounts paid to customers by in which case the Purchaser Indemnified Parties pursuant to Section 2.1(f), Sellers will be liable for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses this clause (i), a) in excess of $200,000 (iithe "Aggregate Deductible"), and (iii) exceed $300,000 the foregoing limitations shall not apply to any Losses resulting from representations set forth in ss. 3 which were fraudulently made or any breach or inaccuracy of the aggregate representations and relate to products sold by warranties contained in xx.xx. 3.1 (first sentence only), 3.2, 3.3, 3.5, 3.7 (except for the Division prior to the Closing Date; first and third sentences thereof), or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims under Sections 2.1 (f) 3.33 and (g)b) nonfulfillment of any agreement or covenant of such Seller contained herein or in any agreement or instrument required to be entered into in connection herewith; provided, but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty or insurance claims. It is understood and agreed however, that Sellers' obligations liability under this clause (b) in respect of Losses resulting from non-fulfillment of the aggregate under clauses (i), (ii), (iii), (ivagreement and covenant contained in ss. 5.4(e) and (v) of this Section 8.1 shall be limited subject to the amount of the Purchase Price. In additionIndividual Threshold, with respect to Section 4.8 hereofIndividual Deductible, Aggregate Threshold and Aggregate Deductible set forth above; provided, further, that Sellers shall not be deemed to be in liable for a breach of Section 4.8 the covenant in the last sentence of ss. 5.3 and shall not indemnify Purchaser under the provisions of this Article 8 for Sellers failure to possess or transfer to Purchaser certificates of conformance any Losses thereunder arising from any action taken by any Seller with respect to any inventory item included within the Purchased Assets on B/E Shares to which the Closing DateBuyer specifically consents in writing. Sellers' liability under clause (a) of the immediately preceding sentence in respect of Losses shall not exceed in the aggregate $1,500,000, unless Purchaser has attempted to and failed to obtain such certificates of conformance using reasonable commercial efforts following one hundred twenty (120) days after Purchaser's written request for certification from provided that the manufacturer of such inventory item.foregoing

Indemnity by Sellers. Without limitation of any other provision of this Agreement or any other rights and remedies available to Purchaser at law or in equity, Sellers, jointly and severally, covenant and agree to indemnify, defend (a) Sellers shall indemnify and hold harmless Purchaser the LLC (from and its Affiliatesafter the Closing), stockholdersBuyer, officerseach Buyer Subsidiary, directors, employees, representatives, successors and assigns (the "Purchaser Indemnified Parties") each Affiliate of Buyer or any Buyer Subsidiary from and against any and all liabilities, losses, claims, demands, damagessuits, judgmentslosses, interestliabilities, penalties, fines, costs damages and expenses, whether 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 not arising out of third-party claims any obligation or election (including without limitationwhether arising out of or in connection with any Law, diminution in value any contract, any Charter Document, or otherwise) of any such Indemnitee to indemnify its directors, officers, attorneys, employees, subcontractors, agents and consequential damages, reasonable attorneys' and accountants' fees and expenses) assigns (collectively, collectively "Losses") actually ), which they or allegedly arising out any of them may sustain or suffer or to which they or any of them may become subject as a result of, in connection with or relating to : 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 of Sellers made or any inaccuracy in any of the representations and warranties of undertaken by Sellers in this Agreement or in any certificate delivered by Sellers pursuant to this Agreement: (ii) claims, lawsuits, actions and proceedings by Sellers' employees, former employees or applicants to Sellers, or any beneficiary or executor of the estate of any of the foregoing, relating to employment, except to the extent such claims and liabilities are an Assumed Liability; (iii) claims, lawsuits, and other liabilities arising out of Sellers' conduct of the Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i), (ii) and (iii) hereof are not an Assumed Liability If the Closing occurs, the failure of Sellers to pay, discharge or perform, as and together with amounts paid under Section 2.1 when due, any of the Excluded Liabilities (fincluding, without limitation, the Excluded Liabilities enumerated in Sections 2.4 (b), (c), (d) and (g) exceed $300,000 in the aggregate; 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 individual claims of $5,000 or less shall not be aggregated for purposes of calculating either the Deductible Amount or the excess of Losses over the Deductible Amount and Buyer shall be entitled to recover on a dollar for dollar basis all uninsured amounts paid claims for Losses covered under insurance maintained by Sellers; provided further that recovery of Losses sustained or incurred suffered as a result of Sellers' failure to perform under Sections 6.7 or 6.10 shall not be limited by the Purchaser Indemnified Patties pursuant to Section 2.1 (g), or any amounts paid to customers by the Purchaser Indemnified Parties pursuant to Section 2.1(f), for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses (i), (ii), foregoing provision; and (iii) exceed $300,000 If the Closing occurs, in no event shall Sellers and their Affiliates be liable to the LLC, Buyer, the Buyer Subsidiaries and their respective Affiliates for Losses in the aggregate and relate nature of consequential damages, incidental damages, indirect damages, punitive damages, special damages, lost profits, damage to products sold by reputation or the Division prior to the Closing Date; or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims under Sections 2.1 (f) and (g)like, but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty or insurance claims. It is understood and agreed that Sellers' obligations in the aggregate under clauses (i), (ii), (iii), (iv) and (v) of this Section 8.1 damages shall be limited to out-of-pocket Losses and diminution in value and damages for all Losses shall Page 56 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT be limited to an aggregate limit under this Agreement and the amount Related Agreements and the Transmission Arrangements of $556,000,000. (c) The liability of the Purchase PriceSellers under this Agreement shall be several and not joint or collective and no individual Seller shall be jointly or severally liable for the acts, omissions or obligations of any other Seller. In addition, with respect to Section 4.8 hereof, Sellers shall not be deemed to be in breach of Section 4.8 and shall not indemnify Purchaser under the provisions of this Article 8 for Sellers failure to possess or transfer to Purchaser certificates of conformance with respect to any inventory item included within the Purchased Assets on the Closing Date, unless Purchaser has attempted to and failed to obtain such certificates of conformance using reasonable commercial efforts following one hundred twenty (120) days after Purchaser's written request for certification from the manufacturer of such inventory item.12.4

Indemnity by Sellers. Without limitation Subject to Sections 8.2 through 8.6, from and after the Closing, the Sellers shall indemnify and hold the Purchaser harmless from and against, and will pay to the Purchaser upon demand, 85.65% of any other provision of this Agreement loss, demand, claim, damage, liability, cost or any other rights and remedies available to Purchaser at law or in equity, Sellers, jointly and severally, covenant and agree to indemnify, defend and hold harmless Purchaser and its Affiliates, stockholders, officers, directors, employees, representatives, successors and assigns (the "Purchaser Indemnified Parties") from all liabilities, losses, claims, demands, damages, judgments, interest, penalties, fines, costs and expenses, whether or not arising out of third-party claims expense (including without limitation, diminution in value and consequential damages, reasonable attorneys' and accountants' fees and expenses) (collectivelyfees), "Losses") actually which is sustained or allegedly arising out ofsuffered by the Purchaser due to, or resulting from, or the existence of which would constitute, a breach or default in connection with or relating to (i) any breach the performance of any covenant agreement or agreement covenant, or a breach or inaccuracy of Sellers any representation or any inaccuracy warranty made or given in any this Agreement by the Sellers; provided, however, that the Seller shall have no liability under -------- ------- this Section 8.1 for or in respect of breaches or inaccuracies of or in the representations and warranties of the Sellers contained in this Agreement unless and until the aggregate amount of all such losses, demands, claims, damages, liabilities, costs and/or expenses resulting from or in any certificate delivered by respect of such breaches or inaccuracies exceeds $15,000, and, in such event, subject to Sections 8.2 through 8.6 and the last sentence of this Section 8.1, the Sellers pursuant to this Agreement: (ii) claims, lawsuits, actions and proceedings by Sellers' employees, former employees or applicants to Sellers, or any beneficiary or executor shall be liable for 85.65% of the estate of any of excess. In addition, the foregoingSellers shall indemnify the Purchaser from and against all costs and expenses, relating to employmentincluding reasonable attorneys' fees, except to the extent such claims and liabilities are an Assumed Liability; (iii) claims, lawsuits, and other liabilities arising out of Sellers' conduct of the Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i), (ii) and (iii) hereof are not an Assumed Liability and together with amounts paid under Section 2.1 (f) and (g) exceed $300,000 in the aggregate; (iv) all uninsured amounts paid or incurred by the Purchaser Indemnified Patties pursuant to in enforcing the indemnities provided for in this Section 2.1 (g)8.1. Notwithstanding the foregoing, or any amounts paid to customers by the Purchaser Indemnified Parties pursuant to Section 2.1(f), for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses (i), (ii), and (iii) exceed $300,000 in the aggregate and relate to products sold by the Division prior to the Closing Date; amount of indemnity or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims indemnities under Sections 2.1 (f) and (g), but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty or insurance claims. It is understood and agreed that Sellers' obligations in the aggregate under clauses (i), (ii), (iii), (iv) and (v) of this Section 8.1 shall be limited to not exceed the amount of the Stock Purchase Price. In addition, with respect as the same may be reduced pursuant to Section 4.8 hereof, Sellers shall not be deemed to be in breach of Section 4.8 and shall not indemnify Purchaser under the provisions of this Article 8 for Sellers failure to possess or transfer to Purchaser certificates of conformance with respect to any inventory item included within the Purchased Assets on the Closing Date, unless Purchaser has attempted to and failed to obtain such certificates of conformance using reasonable commercial efforts following one hundred twenty (120) days after Purchaser's written request for certification from the manufacturer of such inventory item1.3.

Indemnity by Sellers. Without limitation of any other provision of this Agreement or any other rights From and remedies available to Purchaser at law or in equityafter the Closing Date, Sellers, Sellers shall -------------------- jointly and severally, covenant and agree to severally indemnify, defend and hold harmless Purchaser Buyer and its Affiliates, stockholders, officersshareholders, directors, employeesofficers and employees (collectively, representatives, successors and assigns (the "Purchaser Buyer Indemnified Parties") ), from and against and in respect of, and shall on demand pay to the Buyer Indemnified Parties the full amount of any and all liabilities, losses, claims, demands, damages, judgments, interest, penalties, fines, costs and expenses, whether or not arising out of third-party claims losses and/or liabilities (including without limitation, diminution in value and consequential damages, limitation reasonable attorneys' and accountants' fees and expensesfees) (collectivelysuffered or incurred by any Buyer Indemnified Party due to, "Losses") actually or allegedly arising out by reason of, in connection with or relating to the existence of which would constitute: (i) any untrue representation, breach of warranty or breach or non-fulfillment of any covenant or agreement of by Sellers or any inaccuracy contained in any of the representations and warranties of Sellers in this Agreement or in any certificate delivered by Sellers pursuant to this Agreement: Asset Transfer Document; (ii) claims, lawsuits, actions any Tax unpaid and proceedings owing by Sellers' employees, former employees including without limitation any payroll, unemployment or applicants to social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers, or any beneficiary or executor of the estate of any of the foregoing, relating to employment, except to the extent such claims and liabilities are an Assumed Liability; (iii) claims, lawsuits, and other liabilities any liability arising out of Sellers' conduct of, relating to or connected with any act or omission in respect of the Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i), (ii) and (iii) hereof are not an Assumed Liability and together with amounts paid under Section 2.1 (f) and (g) exceed $300,000 in the aggregate; (iv) all uninsured amounts paid or incurred by the Purchaser Indemnified Patties pursuant to Section 2.1 (g), or any amounts paid to customers by the Purchaser Indemnified Parties pursuant to Section 2.1(f), for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses (i), (ii), and (iii) exceed $300,000 in the aggregate and relate to products sold by the Division Assets accruing prior to the Closing Date; or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims under Sections 2.1 (f) and (g), but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty or insurance claims. It is understood and agreed that Sellers' obligations in the aggregate under clauses (i), (ii), (iii), (iv) any and (v) of this Section 8.1 shall be limited all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident to the amount any of the Purchase Price. In additionforegoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, with respect to Section 4.8 hereof, Sellers shall not be deemed to be or in breach of Section 4.8 and shall not indemnify Purchaser under the provisions of enforcing this Article 8 for Sellers failure to possess or transfer to Purchaser certificates of conformance with respect to any inventory item included within the Purchased Assets on the Closing Date, unless Purchaser has attempted to and failed to obtain such certificates of conformance using reasonable commercial efforts following one hundred twenty (120) days after Purchaser's written request for certification from the manufacturer of such inventory itemindemnity.