Common use of Seller’s Agreement to Indemnify Clause in Contracts

Seller’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Company and Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Buyer Damages") arising out of or caused by, directly or indirectly, any or all of the following: (i) any misrepresentation, breach or failure of any warranty or representation made by the Seller in or pursuant to this Agreement; (ii) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoing.

Seller’s Agreement to Indemnify. Subject to Upon the terms and subject to the conditions set forth hereinof this Article VIII, Seller shall, from and after the Closing, Seller shall indemnify indemnify, defend and hold harmless BuyerBuyer and its Affiliates, Company and Subsidiaries which after the Closing shall include the Companies, (and their respective directors, directors and officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns ) (collectively, the "“Buyer Indemnitees"”) from and against any and all liabilityClaims, demands, claims, actions or causes of action, assessmentsliabilities, losses, damages, payments, deficiencies, awards, settlements, assessments, judgments, costs and expenses, including reasonable costs and expenses (including, without limitation, incurred in connection with investigating and defending any Claims and the reasonable attorneys' fees and expenses) disbursements of counsel, consultants and other professionals (collectively "Buyer collectively, “Damages") arising out ”), which any of them shall incur, sustain or caused bysuffer and which relate to or arise, directly or indirectly, any out of or all of the following: in connection with (i) any misrepresentation, breach or failure inaccuracy by Seller of any representation or warranty in this Agreement (each such breach and inaccuracy, a “Warranty Breach”) or representation made by the Seller in or pursuant to this Agreement; (ii) any failure breach or refusal non-compliance by Seller of any covenant or agreement in this Agreement (items (i) and (ii) collectively, “Buyer Claims”); it being agreed for purposes of this Section 8.01 that any Warranty Breach or breach or non-compliance by Seller of any covenant or agreement and the amount of any Damages arising therefrom shall be determined without giving effect to satisfy any qualification as to materiality (including the word “material” or perform “Material Adverse Effect”) except with respect to the representations and warranties set forth in all material respects the last sentence of Section 3.05(b) and Section 3.15. Notwithstanding anything herein to the contrary, the Buyer Indemnitees shall not be entitled to recover any covenant, term or condition Damages relating to any matter arising under one provision of this Agreement required to be satisfied or performed by the Seller; extent (iiii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from have already recovered the same Damages with respect to such matter pursuant to other provisions of this Agreement or relate to payments received by (ii) such Damages were taken into account in determining the Company or Subsidiaries from Allegheny prior to Closing Amount (and had the date when Allegheny filed its petition for relief under Chapter 11 in effect of reducing the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoingInitial Equity Purchase Price).

Seller’s Agreement to Indemnify. Subject to Upon the terms and subject to the conditions set forth herein, from and after the Closingof this Article X, Seller shall indemnify Parent and Company agree, jointly and severally, to indemnify, defend and hold harmless BuyerParent, Company and Subsidiaries Buyer and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns Affiliates (collectively, the "Buyer Indemnitees") ), at any time and from time to time after the Brokerage Closing, from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, without limitationincluding interest, penalties and reasonable attorneys' fees and expenses) expenses (collectively collectively, "Buyer Damages") arising out of ), asserted against, resulting to, imposed upon or caused byincurred by Buyer Indemnitees, directly or indirectly, by reason of or resulting from: (a) liabilities, obligations or claims of or against Seller Parent, Company or any of their Affiliates or all relating to the Brokerage Business or the Brokerage Assets (whether absolute, accrued, contingent or otherwise) existing as of the following: Brokerage Closing Date or arising out of facts, conditions or circumstances occurring prior to the Brokerage Closing Date, whether or not such liabilities, obligations or claims were known or disclosed at the time of the Brokerage Closing (iother than the Assumed Liabilities); (b) any misrepresentation, breach or failure of any representation or warranty of Seller Parent or representation made by the Seller Company contained in or made pursuant to this AgreementAgreement or any facts or circumstances constituting such a breach (disregarding for this purpose all qualifications therein with respect to knowledge, materiality or Material Adverse Effect); (iic) breach of any covenant or agreement of Seller Parent or Company contained in or made pursuant to this Agreement or any facts or circumstances constituting such breach; (d) any of the Excluded Assets; (e) any of the Excluded Liabilities; (f) any failure or refusal by Seller to satisfy comply with any "bulk sales" laws applicable to the transactions contemplated hereby; or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Seller; (iiig) any claim against Company under any guaranty or surety by Company of the liabilities, obligations or liabilities claims of Seller against Buyer or any of its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- EastAffiliates, or any of their officers, directors or employees relating to actions taken by Buyer or any of its agentsAffiliates pursuant to Section 2.10 (the items referred to in clauses (a) through (g) being collectively referred to herein as the "Seller Claims"); provided, trustees or assigns (collectivelyhowever, "Allegheny") against that Seller Parent and Company shall have no obligation to indemnify the Buyer Indemnitees which arise from or relate for any Seller Claims (other than pursuant to payments received by Section 6.17) until the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 Buyer Indemnitees have suffered Damages in excess of $1,000,000 in the United States Bankruptcy Court aggregate with all other Seller Claims at which point Seller Parent and Company shall be obligated to indemnify the Buyer Indemnitees for all Damages which exceed $1,000,000. In satisfaction of any indemnity obligations to Parent, Buyer or any of their direct or indirect subsidiaries, Seller may, in its discretion, (A) pay any amounts payable pursuant to this Section 10.03 in cash, or (B) reduce by such amounts the Western District then outstanding principal amount of Pennsylvaniafirst, Case Nos. 98-25773 through 98-25777the First Exchangeable Debenture, inclusive; second, the Interim Debenture, third, the Zero Coupon Note, and (v) fourth, any Proceeding against other debt owed by Parent, Buyer or any Buyer Indemnitee by any person arising out of the foregoingtheir Affiliates to Seller.

Seller’s Agreement to Indemnify. Subject to the terms Each Seller, severally, shall indemnify, save and conditions set forth hereinhold harmless Buyer and its Affiliates and Subsidiaries (including, from and after following the Closing, Seller shall indemnify the Company), and hold harmless Buyer, Company and Subsidiaries and each of their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns Representatives (collectively, the "“Buyer Indemnitees") ”), from and against any and all liabilitycosts, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (includingwhether or not arising out of third-party claims), without limitationconsequential damages, reasonable attorneys' ’ fees and expenses) all amounts paid in defense or settlement of any of the foregoing (collectively "Buyer herein, “Damages") ”), incurred in connection with, arising out of of, resulting from or caused by, directly or indirectly, any or all of the following: incident to (i) any misrepresentation, breach or failure of any representation or warranty or the inaccuracy of any representation made by any Seller Party in or pursuant to ARTICLE III of this Agreement (in each case, without giving effect to materiality qualifications or Material Adverse Effect qualifications solely for purposes of determining the amount of Damages); (ii) any breach of any representation or warranty or the inaccuracy of any representation made by such Seller in or pursuant to ARTICLE IV of this Agreement (in each case, without giving effect to materiality qualifications or Material Adverse Effect qualifications solely for purposes of determining the amount of Damages); (iii) any breach of any covenant or agreement made by the Company in or pursuant to this Agreement; (iv) any breach of any covenant or agreement made by such Seller in or pursuant to this Agreement; (v) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Seller Party (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement; (vi) any Long Term Liabilities or Transaction Expenses that are unpaid as of the Closing and not taken into account in the final calculation of Long Term Liabilities or Transaction Expenses on the Closing Statement; (vii) any Claim or allegation that any Seller or other Person is entitled to any amount in connection with Buyer’s acquisition of 100% of the Units other than Consideration allocable to the Sellers in accordance with Section 1.2; (viii) any Taxes of the Company attributable to any Pre-Closing Tax Period, except to the extent that such Taxes are included in the calculation of Working Capital as finally determined pursuant to Section 1.6; and/or (ix) the matters identified on Schedule 8.2(a)(ix). For purposes of clarifying the meaning of “several” indemnification by each Seller under this Section 8.2(a), (x) any portion of the Holdback Amount that is retained by Buyer Indemnitees pursuant to this ARTICLE VIII (other than for Claims for indemnification based solely on clause (ii) and/or (iv) of this Section 8.2(a), which are covered solely by clause (z) below) shall be deemed to have been “severally” recovered from all of the Sellers, (y) with respect to Claims for indemnification under this Section 8.2(a) (other than for Claims for indemnification based solely on clauses (ii) and/or (iv), which are covered solely by clause (z) below) that are not recovered from the Holdback Amount, (i) if any failure indemnification payment is owed, each Seller’s indemnification obligation pursuant to this ARTICLE VIII shall be equal to such Seller’s Pro Rata Percentage of the applicable Damages with respect to which the indemnification payment is made and (ii) such Claim shall be subject to Section 8.2(f), and (z) solely in the case of a Claim for indemnification against one or refusal by more Sellers based solely on clauses (ii) and/or (iv) of this Section 8.2(a) (any such claims, “Seller Specific Claims”), the Buyer Indemnitee shall have the right to (A) offset the applicable Damages from the portion of the Holdback Amount that would otherwise be allocable to the Seller(s) responsible for the breach that gave rise to such Claim (each, a “Responsible Seller”), in which case each Responsible Seller shall be obligated to promptly pay to the Buyer the amount of Damages arising from the breach that are allocable to such Responsible Seller to satisfy or perform replenish such portion of the Holdback Amount; and (B) pursue the indemnification claim directly against each Responsible Seller responsible for such breach in all material respects any covenant, term or condition accordance with the terms of this Agreement (and each such Responsible Seller shall be required to be satisfied or performed by indemnify the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise for all Damages arising from or relate to payments received by such Claim on the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 terms and conditions set forth in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoingthis ARTICLE VIII).

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth hereinin this Agreement, from and after the Closing, Seller shall Sellers agree, jointly and severally, to indemnify and hold harmless Buyer, each Company and Subsidiaries Subsidiary and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liability, demands, claims, actions or causes of actionliabilities, assessments, losses, damages, costs and expenses whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys' ’ fees and expensesexpenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing) (collectively "collectively, but in all events, subject to Section 8.2(a)(iv) hereof, excluding any punitive, special, incidental, consequential, diminution of value, lost profits or like damages or claims, “Buyer Damages"”) asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (i) a breach, misrepresentation or inaccuracy of any representation or warranty contained in this Agreement or in the Seller Disclosure Letter or any exhibits, schedules or certificates delivered by or on behalf of Sellers pursuant to this Agreement, provided, that, Sellers hereby acknowledge that notwithstanding any disclosure in Section 2.17 of the Seller Disclosure Letter, any Buyer Damages arising out of the matters disclosed on Section 2.17 of the Seller Disclosure Letter (other than those described in clause (v) of this subsection) shall be subject to the indemnification terms of this Article VIII as if not disclosed on Section 2.17 of the Seller Disclosure Letter, provided, further, that Sellers shall be liable on an individual basis for Buyer Damages in respect of the breach, misrepresentation or inaccuracy of any representation or warranty contained in Article III of this Agreement, (ii) any product sold, manufactured or licensed by any Company or any Subsidiary prior to the Closing Date (including products manufactured by or for the account of any Company or Subsidiary prior to the Closing, regardless of their inclusion in inventory of a Company or Subsidiary as of the Closing and their eventual sale by a Company or Subsidiary or by Buyer or its affiliates after the Closing), (iii) any breach of any of the covenants and agreements of any Seller contained in this Agreement (including those covenants and agreements set forth in the Environmental Remediation Agreement), including without limitation any agreement of Sellers to indemnify Buyer with respect to specific matters contained elsewhere in this Agreement, (iv) all liabilities and obligations (including, but only with respect to this clause (iv), punitive, special, incidental and consequential damages or claims, to the extent such damages or claims are payable by Buyer or any Subsidiary of Buyer (including any of the Companies after Closing) to any third party)) arising out of or caused bythe Selected Litigation Matters, directly or indirectly, any or all of the following: (i) any misrepresentation, breach or failure of any warranty or representation made by the Seller in or pursuant to this Agreement; (ii) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) all liabilities and obligations (including, but only with respect to this clause (v), punitive, special, incidental and consequential damages or claims, to the extent such damages or claims are payable by Buyer or any Proceeding against Subsidiary of Buyer (including any Buyer Indemnitee by of the Companies after Closing) to any person third party)) for Claims arising out of the foregoingmatters described in Item 1 (3163 East Xxxxxx ESA), Item 2 (3049 East Vernon ESA), Item 22 (Casmalia Superfund Site) or Item 23 (OII Superfund Site) set forth on Section 2.17 of the Seller Disclosure Letter, provided that no Buyer Indemnitee initiates any contact or inquiry of any governmental entity or other third party with respect to such matters. Subject to the limitations set forth in Section 8.2(b) hereof, Buyer Indemnitees shall be required to recover any Buyer Damages for which Sellers are obligated to indemnify under this Section 8.2, (i) first, from the Escrow Agent, an amount equal to any Buyer Damages any such Buyer Indemnitee may suffer hereunder pursuant to Section 8.7 hereof and (ii) second, if and to the extent that the Indemnification Escrow Amount is not sufficient to cover such Buyer Damages, from Sellers. Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining whether Sellers are obligated to provide indemnification under Section 8.2(a)(i) of this Agreement and for purposes of determining the amount of any Buyer Damages to which such indemnification applies, each representation and warranty in this Agreement and each certificate delivered pursuant hereto shall be read without regard and without giving effect to the term “material” or “material adverse effect” or similar phrases contained in such representation or warranty which has the effect of making such representation and warranty less restrictive (as if such word were deleted from such representation and warranty).

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions limitations set forth hereinin this Article X, from and after the ClosingClosing Date until the Final Date, each Seller shall will indemnify and hold harmless Buyer, Company Purchasers and Subsidiaries and their its respective directors, officers, employees, affiliates, controlling personsdirectors, agents and representatives employees, and their successors each person, if any, who controls or may control Purchasers within the meaning of the Securities Act (hereinafter referred to individually as a "Company Indemnified Person" and assigns (collectively, the collectively as "Buyer IndemniteesCompany Indemnified Persons") from and against any and all liabilityclaims, demands, claimsactions, actions or causes of action, assessmentslosses, lossescosts, damages, costs liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) legal fees, (collectively "Buyer Damages") arising out of or caused by, directly or indirectly, any or all of the followingnet of: (i) any misrepresentation, breach or failure of any warranty or representation made by the Seller in or pursuant to this Agreementrecoveries under insurance policies; (ii) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Sellerrecoveries from third parties; and (iii) any claim tax savings known to Company Indemnified Persons at the time of making of claims hereunder) made against Company under any guaranty or surety incurred by Company of the obligations or liabilities of Seller or its subsidiaries; Indemnified Persons (iv) any claims asserted by Allegheny Healthhereafter in this Section 10.1 referred to as "Purchasers Damages"), Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of any misrepresentation or breach of or default under any of the foregoingrepresentations, warranties, covenants or agreements given or made in this Agreement or any certificate or exhibit delivered by or on behalf of any Seller pursuant hereto. The indemnification provided for in this Section 10.1 will not apply unless and until the aggregate Purchasers Damages for which one or more Company Indemnified Persons seeks indemnification exceeds $75,000 in the aggregate, in which event the indemnification provided for will include all Purchasers Damages (a "Franchise Deductible"). The aggregate liability of the Sellers for indemnification under this Agreement shall not exceed the Purchase Price. The Company Indemnified Persons are only entitled to be reimbursed for the actual indemnified expenditures or damages incurred by them for the above described losses. Such Company Indemnified Persons are not entitled to consequential, special, or other speculative or punitive categories of damages.

Seller’s Agreement to Indemnify. Subject to Upon the terms and subject to the conditions set forth hereinof this Article XI, Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and affiliates (including the Company, from and after the Closing) at any time after the Closing, Seller shall indemnify and hold harmless Buyer, Company and Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, dimunition in value, lost profits, costs and expenses (expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses) expenses (collectively collectively, "Buyer Damages") arising out asserted against, resulting to, imposed upon or incurred by Buyer or such other persons by reason of or caused by, directly or indirectly, any or all of the following: resulting from (i) any misrepresentation, (A) a breach or failure of any representation or warranty of Seller or the Company contained in or made pursuant to this Agreement (other than those contained in Section 4.12 in respect of Taxes) or (B) a breach of any representation made or warranty of Seller or the Company contained in Sections 3.4, 4.5, 4.10, 4.16 or 4.17(a)(ii), modified for purposes of this clause (B) to be brought down to the Closing Date (i.e., all references to "as of the date hereof" in any such section shall be ignored for purposes of determining whether the representation or warranty in such section has been breached for purposes of this Section 11.2 and Section 11.3); (ii) (A) any financial penalty, monetary penalty or monetary liability (whether or not imposed solely on the Company and the Subsidiaries) or (B) any business conduct restriction that is imposed solely on the Company and the Subsidiaries, in each case arising from or relating to the matters identified in Section 11.2(ii) of the Company Disclosure Schedule, and in each case whether imposed by a Governmental Authority, voluntarily agreed to as part of a settlement with any person or rendered as a judgment in any civil action, but, in the case of settlements only to the extent that Seller has consented in writing to such settlement, such consent not to be unreasonably withheld; (iii) the conduct of the individuals set forth in Section 11.2(iii) of the Company Disclosure Schedule while they were employees of the Company or any Subsidiaries and the termination of employment of such individuals by the Company; (iv) other than such for which indemnification is provided in Section 7.6, non-fulfillment of any agreement or covenant of Seller or the Company contained in or made pursuant to this Agreement; or (iiv) any failure worker's compensation claim or refusal by Seller action or any other claim or action in respect of insured losses solely to satisfy the extent such claim or perform in all material respects any covenant, term action relates to or condition arises out of this Agreement required events occurring prior to be satisfied or performed by the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns Closing Date (collectively, "AlleghenyBuyer Claims"). The parties agree that Buyer Claims under Section 11.2(v) against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior shall constitute Third-Party Claims for purposes and subject to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District requirements of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoingSection 11.7(c)(B).

Seller’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Seller Lake (the “Indemnifying Seller”) shall indemnify and hold harmless Buyerthe Purchaser, Company and Subsidiaries its Affiliates, any of its respective successors or assigns and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns officers or employees (collectively, the "Buyer Indemnitees"each a “Purchaser Indemnified Party”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damagescharges, reasonable out-of-pocket costs and expenses (includingincluding interest, without limitationcourt costs, reasonable out-of-pocket attorneys' ’ fees and expenses, but excluding, in each case, incidental, consequential, indirect or punitive losses, liabilities, damages or expenses and any losses, liabilities, damages or expenses for lost profits or diminution in value) (collectively "Buyer “Purchaser Damages"”) incurred by a Purchaser Indemnified Party as a result of or arising out of (a) any breach of any representation or caused by, directly or indirectly, any or all warranty of the following: Company Group contained in Article V of this Agreement, (ib) any misrepresentation, breach or failure inaccuracy of any representation or warranty of the Company Group set forth in any certificate or other document delivered pursuant to or in connection with this Agreement, including the certificate to be provided to the Purchaser pursuant to Section 10.1; (c) any breach or inaccuracy of any representation made or warranty of the Sellers contained in Article IV of this Agreement, (d) any breach of or noncompliance by the Seller Sellers with respect to any covenant or agreement contained in or pursuant to this Agreement; (iie) with respect to the 2008 and 2009 plan years, any failure or refusal by Seller to satisfy or perform the actual deferral percentage nondiscrimination testing under the Xxxxxx Energy 401(k) Plan; provided that Purchaser shall, in all material respects any covenantgood faith, term or condition utilize reasonable best efforts to minimize the costs of this Agreement required to be satisfied or performed by correction and excise taxes in accordance with the Seller; (iii) any claim against Company Internal Revenue Service’s published guidance under any guaranty or surety by Company of applicable Treasury Regulations and the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusiveEmployee Plans Compliance Resolution System; and (vf) for periods before the Closing Date, any Proceeding against failure to comply with legal requirements applicable to the Company Group’s pre-tax premium plan; provided that neither Purchaser nor the Company Group shall self-report any Buyer Indemnitee such legal deficiencies to any governmental agency unless specifically requested to do so by any person arising out action of the foregoinga court or governmental agency.

Seller’s Agreement to Indemnify. Subject to Upon the terms and subject to conditions set forth herein, from and after the Closingof this Article XI, Seller shall indemnify indemnify, defend and hold harmless Buyer, its Affiliates (including the Company and Subsidiaries its Subsidiaries) and their respective directorspartners, officers, employeesdirectors, affiliates, controlling persons, agents and representatives and their successors and assigns employees (collectively, the "Buyer IndemniteesIndemnified Parties") ), from and [Washington DC #361873 v9] 65 against all liability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, without limitation, including reasonable attorneys' fees and expenses) expenses (collectively collectively, "Buyer Damages") arising out ), asserted against, resulting to, imposed upon or suffered or incurred by Buyer Indemnified Parties by reason of or caused by, directly or indirectly, any or all of the followingarising from: (ia) a breach of any representation or warranty of Seller contained in this Agreement or in any certificate delivered by or on behalf of Seller hereunder; (b) a breach of any covenant of Seller contained in this Agreement (other than any breach of Seller's covenants set forth in Section 6.1(e), which shall be governed by the terms of Section 6.1(e)); (c) Unrelated Liabilities; (d) the Retained Litigation; (e) any misrepresentation, breach or failure of any warranty or representation made by the Seller in or pursuant to this AgreementPartnership Claim; (iif) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities liability for Indebtedness of Seller or its subsidiariesAffiliates (other than (i) Intercompany Indebtedness and (ii) Capitalized Lease Indebtedness, Earn-Out Indebtedness and other Indebtedness to the extent taken into account in determining the Purchase Price pursuant to Section 1.6); (ivg) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- Eastliability for Cash Due to Minority Interest Holders; or (h) Seller’s settlement of, or its agentsany Damages payable to any third party (excluding, trustees or assigns for the avoidance of doubt, Buyer’s own attorneys’ fees) as a result of, any claim by equity holders of any Division Entity that they are entitled to Opt-Out Rights (collectively, "AlleghenyBuyer Claims") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior ). Notwithstanding anything herein to the date when Allegheny filed its petition contrary, for relief under Chapter 11 in purposes of (x) determining whether any such breach of representation or warranty has occurred, (y) calculating the United States Bankruptcy Court for the Western District amount of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; any Damages and (vz) any Proceeding against any Buyer Indemnitee by any person arising out calculating the thresholds set forth in Section 11.3 below, in each case, all "Material Adverse Effect" and materiality qualifications contained in such representations and warranties (including those relating to the corresponding schedules) shall be disregarded, as if such qualifications were not included therein other than as relates to the representations and warranties contained in Section 3.7(a) through (c) and the first sentence of the foregoingSection 3.8.

Seller’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Seller Sellers shall indemnify and hold harmless Buyer, Company Buyer and Subsidiaries Mxxxxxxx and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "“Buyer Indemnitees"”) from and against all liabilityliabilities, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' ’ fees and expenses) (collectively "collectively, “Buyer Damages"”) asserted against or incurred by any Buyer Indemnitee as a result of or arising out of or caused by, directly or indirectly, any or all of the following: (i) any misrepresentation, a breach or failure of any representation or warranty or representation made by the Seller contained in or pursuant to Article VI of this Agreement; , (ii) any failure the Excluded Liabilities or refusal by Seller to satisfy or perform in all material respects any covenantExcluded Assets, term or condition of this Agreement required to be satisfied or performed by the Seller; (iii) a breach of any claim against Company under agreement or covenant of any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; in this Agreement, (iv) any claims asserted attempt (whether or not successful) by Allegheny Healthany Person to cause or require Buyer to pay any liability of, Education and Research Foundationor claim against, Allegheny University Sellers of any kind in respect of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by operation of the Company or Subsidiaries from Allegheny Business prior to the date when Allegheny filed its petition for relief Closing Date, to the extent not specifically assumed or subject to an indemnity by Buyer under Chapter 11 in the United States Bankruptcy Court for the Western District terms of Pennsylvaniathis Agreement, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against and all claims made by Txxxxx Xxxxxxx, (vi) all Environmental Liabilities and Costs in any Buyer Indemnitee by any person arising out way related to Seller’s operation of the foregoingBusiness before the Closing Date or any environmental conditions in, on, under, from or about the Real Property, the Purchased Assets or other properties or assets owned, leased or used by Sellers, which were created, existed or arose prior to the Closing Date, except to the extent that any such environmental condition was exacerbated by Buyer’s actions after Closing, or which relate to the Excluded Assets, or (vii) any product liability claim with respect to products sold by the Business prior to the Closing.

Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth hereinin this Agreement, from and after the Closing, Seller shall, and shall cause all of its subsidiaries to (except to the extent the ownership of any such subsidiary is sold or transferred after the date hereof) indemnify and hold harmless Buyer, Company Buyer and Subsidiaries and their respective its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively collectively, "Buyer Damages") asserted against or incurred by any Buyer Indemnitee as a result of or arising out of or caused by, directly or indirectly, any or all of the following: (i) any misrepresentation, a breach or failure of any representation or warranty contained in Article II of this Agreement or representation made by in the Seller in Disclosure Letter or any closing certificate delivered by or on behalf of Seller pursuant to this Agreement; , (ii) any failure product sold or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed manufactured by the Companies prior to the Closing Date (including products manufactured by or for the account of any of Seller; , Savannah or the Companies prior to the Closing, regardless of their inclusion in inventory of a Company as of the Closing and their eventual sale by a Company or by Buyer or their affiliates after the Closing except to the extent that, after the Closing, a Company, Buyer or any of their affiliates, or any representative or agent of a Company, Buyer or its affiliates, or any person unaffiliated with Seller or Savannah or the Companies (excluding suppliers or contract manufacturers of Seller, Savannah or the Companies or other persons affiliated with the production, storage, transportation and handling of such products prior to Closing to the extent they produced, stored, transported or handled such products) was negligent in the storage, handling or distribution of such products, in which case the indemnification obligation of Seller hereunder shall be reduced to the extent that such negligence contributed to the Buyer Damages) and (iii) any claim against Company under breach of any guaranty or surety by Company of the obligations or liabilities covenants and agreements of any Seller contained in this Agreement, including without limitation any agreement of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against to indemnify Buyer with respect to specific matters contained elsewhere in this Agreement. Buyer Indemnitees shall be entitled to recover any Buyer Damages for which arise Seller is obligated to indemnify under this Section 7.2, (i) first, from or relate the Escrow Agent, an amount equal to payments received by the Company or Subsidiaries from Allegheny prior any Buyer Damages any such Buyer Indemnitee may suffer hereunder pursuant to Section 7.9 hereof and (ii) second, if and to the date when Allegheny filed its petition for relief under Chapter 11 in extent that the United States Bankruptcy Court for the Western District of PennsylvaniaIndemnification Escrow Amount is not sufficient to cover such Buyer Damages, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoingfrom Seller.

Seller’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Company Buyer and Subsidiaries and their respective its directors, officers, employees, affiliatesaffiliates (including for this purpose Nippon Selas and XX Xxxxx), controlling persons, agents and representatives and their successors and permitted assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, fines, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) ), including without limitation, any third party claims (collectively "Buyer Damages") asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (a) a breach by Seller of or caused byinaccuracy in any representation or warranty of Seller contained in Article III of this Agreement as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, directly then as of such date), (b) any breach by Seller of, or indirectlyany failure by Seller to fully carry out and perform, any agreement, covenant, undertaking or all obligation of Seller in this Agreement including without limitation failure to pay, perform and discharge any liability or obligation of, or claim against, the Seller other than the Assumed Liabilities, or (c) Seller's operation of the following: Business prior to the Closing Date. The parties agree that the matters subject to indemnification pursuant to the preceding clauses (b) and (c) shall without limitation include (i) any misrepresentationasbestos liability or other product liability claim with respect to products sold prior to Closing, breach or failure of any warranty or representation made by the Seller in or pursuant to this Agreement; (ii) any failure or refusal by Seller adverse environmental condition existing at the time of Closing with respect to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed premises occupied by the Seller; Business for which Seller had liability and (iii) except as specifically assumed hereunder, any claim against Company under obligation of Seller to any guaranty employee or surety by Company former employee of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoingBusiness.

Seller’s Agreement to Indemnify. Subject to Upon the terms and subject to the conditions set forth hereinof this Article IX, Sellers shall indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and affiliates (including the Company, from and after the Closing) at any time after the Closing, Seller shall indemnify and hold harmless Buyer, Company and Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, lossesdamages, damagesliabilities, costs and expenses (expenses, including, without limitation, interest, penalties and reasonable attorneys' ’ fees and expensesexpenses (collectively, “Damages”) (collectively "asserted against, resulting to, imposed upon or incurred by Buyer Damages") arising out or such affiliates by reason of or caused by, directly or indirectly, any or all of the following: resulting from (ia) any misrepresentation, a breach or failure of any representation or warranty or representation made by the Seller of Sellers contained in or made pursuant to this Agreement; (iib) non-fulfillment of any agreement or covenant of Sellers contained in or made pursuant to this Agreement; (c) the Company’s breach of any agreements with third parties prior to the Closing; (d) liabilities of the Company arising prior to the Closing Date except to the extent such liabilities are accrued for on the Closing Working Capital Statement; (e) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required Taxes imposed on Company to be satisfied or performed paid by Sellers with respect to Pre-Closing Tax Periods and Straddle Periods to the Sellerextent set forth in Section 6.9; (iiif) any claim against Company under any guaranty or surety by Company liabilities relating to the Excluded Assets and the Excluded Liabilities to the extent such liabilities are not accrued for on the Closing Working Capital Statement; and (g) liabilities relating to the bonus payments to be made pursuant to Section 6.6 of the Disclosure Schedule (other than the payment obligations or as set forth in Section 6.6 and liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of relating to the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received failure by the Company to make the required bonus payments or Subsidiaries from Allegheny prior relating to the date when Allegheny filed its petition post-closing administration of the bonus plan)(collectively, "Buyer Claims"). For the avoidance of doubt, the indemnification provided under Section 9.2(g) includes the indemnification for relief under Chapter 11 liabilities relating to the selection criteria used in identifying initial participants in the bonus plan, as well as liabilities relating to the amounts of any bonus payments for any initial participant or the relative amounts of the bonus payments to be made to any initial participants compared to any other participants. Any amount owing to Buyer as a result of any Buyer Claim pursuant to this Section 9.2 shall, to the extent available, first be set-off against the Holdback Amount; provided further that Buyer shall only set-off any Buyer Claim to the extent (i) there is a final order, decree or judgment of a court of competent jurisdiction in the United States Bankruptcy Court of America (the time for appeal having expired with no appeal having been taken) resolving such Buyer Claim in favor of Buyer or (ii) Sellers and Buyer have agreed in writing that such Buyer Claim shall be set-off against the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoingHoldback Amount.

Seller’s Agreement to Indemnify. Subject to Upon the terms and subject to conditions set forth hereinof this Article XI, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Buyer, its Affiliates (including the Company and Subsidiaries its Subsidiaries) and their respective officers, directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns employees (collectively, the "Buyer IndemniteesIndemnified Parties") ), from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, without limitation, including reasonable attorneys' fees and expenses) (collectively "Buyer Damages") arising out of or caused by, directly or indirectly, any or all of the following: (i) any misrepresentation, breach or failure of any warranty or representation made by the Seller in or pursuant to this Agreement; (ii) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns expenses (collectively, "AlleghenyDamages"), asserted against, resulting to, imposed upon, or suffered or incurred by Buyer Indemnified Parties by reason of or arising from: (a) against Buyer Indemnitees which arise from a breach of any representation or relate to payments received by warranty of Seller contained in this Agreement or any certificate delivered hereunder; (b) a breach of any covenant or agreement of Seller contained in this Agreement or any certificate delivered hereunder; (c) Unrelated Liabilities (as hereinafter defined); (d) the Retained Litigation; (e) any liability for Indebtedness of the Company or Subsidiaries from Allegheny prior to any Division Entity (other than any Capitalized Lease Indebtedness or Earn-Out Indebtedness) outstanding as of the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusiveClosing; and (vf) any Proceeding against Retained Liabilities; (g) any Health Care Related Liabilities; (h) the failure to obtain Consent to a Required Consent Lease such that it becomes a Consented Lease unless, at the time that such Damages are incurred, the 90% Lease Condition is satisfied; (i) the failure to obtain Consent to a Required Consent Third Party Payor Contract such that it becomes a Consented Third Party Payor Contract unless, at the time that such Damages are incurred, the 90% Payor Contract Condition is satisfied; (j) any escheat law with respect to unclaimed property; or (k) the costs of enforcing any Buyer Indemnitee by any person arising out of the foregoingIndemnified Party's rights hereunder (collectively, "Buyer Claims").

Seller’s Agreement to Indemnify. Subject to Section 7.5, the Seller shall, in accordance with the terms and conditions set forth hereinhereof, from and after the Closing, Seller shall indemnify and hold harmless Buyerthe Purchaser, Company and its Subsidiaries and all of their respective directorsAffiliates, officers, directors, employees, affiliates, controlling persons, agents and representatives and their successors and assigns agents (collectively, the "Buyer IndemniteesPurchaser Indemnified Parties") from against and against in respect of any and all liability, demands, claims, actions or causes of action, assessmentsliabilities, losses, damages, costs and deficiencies, penalties, fines, costs, Tax or expenses (including, without limitation, the reasonable attorneys' fees and expensesexpenses of investigation and counsel) (collectively collectively, "Buyer DamagesLosses") arising out of or caused by, directly or indirectly, any or all of the followingresulting from: (i) any misrepresentation, misrepresentation or breach of warranty or failure the non-fulfillment of any warranty agreement, covenant or representation made obligation by the Seller made in or pursuant to this Agreement; (ii) any failure or refusal by Seller and all actions, suits, proceedings, claims, demands, assessments, judgments incidental to satisfy or perform in all material respects any covenant, term or condition the enforcement of this Agreement required to be satisfied or performed by the Sellersuch indemnification; (iii) any claim against Company under and all Taxes or liability (including any guaranty liability incurred as a transferee or surety successor, by Company contract, operation of law or otherwise) for or in respect of Taxes (A) of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial Seller's Subsidiaries or Affiliates (including Taxes relating to any transaction contemplated under Section 6.19 or any Taxes related to any transactions among the Seller and Allegheny University Hospital -- East, or its agents, trustees or assigns Subsidiaries (collectively, "Allegheny"including the Companies) against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny within one week prior to the date when Allegheny filed its petition Closing)), except (1) as otherwise provided in Section 8 with respect to sharing of certain transfer taxes upon the sale of the Interests, or (2) with respect to Taxes of the Companies accrued on the Balance Sheet or Taxes, other than income Taxes, incurred and accrued for relief under Chapter 11 on the Companies' books and records in the United States Bankruptcy Court ordinary course of business consistent with past practice between the Balance Sheet Date and the Closing Date ("Assumed Sales Taxes"), (B) relating to or attributable to the Companies for any taxable period (or portion thereof) ending before the Western District of PennsylvaniaClosing Date (other than Assumed Sales Taxes), Case Nos. 98-25773 through 98-25777or (C) whether determined on a separate, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out consolidated, combined, group or unitary basis of the foregoing.Seller or any of the Seller's Subsidiaries or Affiliates (1)