Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. After the Closing, each Seller, jointly and severally, shall, subject to the provisions of this Article 11, indemnify, defend and hold harmless Alpine, Buyer and their respective officers, directors, employees, agents and Affiliates (each, a "Seller Indemnified Party") from and against all Losses directly or indirectly incurred by any such Seller Indemnified Party arising out of or based on any (i) inaccuracy in or breach of any representation or warranty of such Seller in this Agreement, (ii) breach of any covenant or agreement made by such Seller in or pursuant to this Agreement, (iii) of the Retained Liabilities, (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to the Closing Date) or (v) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilities, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in investigation, defense or settlement of any of the foregoing), of any kind, manner or nature whatsoever, whether or not arising out of third-party claims.

Indemnification by Sellers. After the Closing, each Seller, jointly and severally, shall, subject to the provisions of this Article 11, The Sellers agree that they will -------------------------- indemnify, defend defend, protect and hold harmless AlpineEastern and its officers, Buyer and their respective officersshareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, agents legal representatives, successors and Affiliates (each, a "Seller Indemnified Party") assigns from and against all Losses directly or indirectly incurred by any such Seller Indemnified Party arising out of or based on any (i) inaccuracy in or breach of any representation or warranty of such Seller in this Agreementclaims, (ii) breach of any covenant or agreement made by such Seller in or pursuant to this Agreementdamages, (iii) of the Retained Liabilitiesactions, (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to the Closing Date) or (v) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of statesuits, local or foreign law with respect to a consolidatedproceedings, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilities, obligations, lossesdemands, assessments, damagesadjustments, deficiencies, demands, claims, actions, causes of actionpenalties, costs and expenses whatsoever (includingincluding specifically, but without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in of investigation) whether equitable or legal, defense matured or settlement of any of the foregoing)contingent, of any kindknown or unknown to such Seller, manner foreseen or nature whatsoeverunforeseen, ordinary or extraordinary, patent or latent, whether or not arising out of thirdoccurrences prior to, at, or after the date of this Agreement, from: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by the Seller, set forth in this Agreement or in the Schedules attached to this Agreement or in the Collateral Documents; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of a Seller made in this Agreement and to be performed by Sellers before or after the Closing Date; (c) violation of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of the Companies arising or accrued prior to the Closing Date; (d) any violation of any federal, state or local "anti-trust" or "racketeering" or "unfair competition law", including, without limitation, the Xxxxxxx Act, Xxxxxxx Act, Xxxxxxxx Xxxxxx Act, Federal Trade Commission Act, or Racketeer Influenced and Corrupt Organization Act; and (e) any claim by a third party claimsthat, if true, would mean that a condition for indemnification set forth in subsections (a), (b), (c) or (d) of this Section 9.1 of this Agreement has occurred.

Indemnification by Sellers. After the Closing, each Seller, jointly Closing and severally, shall, subject to the provisions of this Article 11limits set forth in Section 6.5, indemnify, defend Sellers shall jointly and severally indemnify and hold harmless AlpinePurchaser and its former, Buyer present and their respective future directors, officers, directors, employees, employees and other agents and Affiliates representatives (eachcollectively, a "Seller the “Purchaser Indemnified Party"Parties”) from and against any and all Losses damages, fees, liens, taxes, obligations, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”) incurred or suffered by any such Person directly or indirectly incurred arising from, by any such Seller Indemnified Party arising out of reason of, or based on any in connection with (i) inaccuracy in any misrepresentation or breach of any representation or warranty of such Seller Sellers contained in this AgreementArticle II, (ii) any breach by Sellers of any covenant of their covenants or agreement made by such Seller agreements in or pursuant to this Agreement, (iii) any liability for Tax payable with respect to or by reason of the Retained LiabilitiesBusiness and operations of Sellers or the ownership of their assets for all periods or portions thereof ending on or before the Closing Date, (iv) Taxes for which any Seller is allocated responsibility under liability of Sellers other than an Assumed Liability, (v) any warranty obligations assumed by Purchaser pursuant to Section 10.2.3 hereof (except 1.3(a)(ii), to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to the aggregate costs thereof exceed the reserve therefor set forth on the Closing DateBalance Sheet, (vi) or the failure by Sellers to comply with any applicable bulk sales law, and (vvii) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilities, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in investigation, defense or settlement failure of any of Key Employee to repay, if and when due, any prepaid retention bonus included as a prepaid expense in the foregoing), of any kind, manner or nature whatsoever, whether or not arising out of third-party claimsWorking Capital Adjustment.

Indemnification by Sellers. After the Closing, each SellerThe Sellers, jointly and severally, shall, subject hereby indemnify and agree to the provisions of this Article 11, indemnify, defend and hold harmless Alpine, Buyer and their respective officers, directors, employees, agents and Affiliates (each, a "Seller Indemnified Party") from and against all Losses directly or indirectly incurred by any such Seller Indemnified Party arising out of or based on any (i) inaccuracy in or breach of any representation or warranty of such Seller in this Agreement, (ii) breach of any covenant or agreement made by such Seller in or pursuant to this Agreement, (iii) of the Retained Liabilities, (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to the Closing Date) or (v) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilitieslosses, obligations, lossesdeficiencies, assessmentsliabilities, claims (whether actual or threatened), damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interestthe amount of any settlement entered into pursuant hereto, penalties, court costs and all reasonable attorneys' legal fees and other expenses and any amounts paid incurred in connection with the investigation, prosecution or defense of any matter indemnified pursuant hereto or settlement the enforcement of this Agreement) ("LOSSES") which Buyer or any of its respective Affiliates (collectively, with the Buyer, the "BUYER INDEMNIFIED PARTIES" and each, individually, a "BUYER INDEMNIFIED PARTY") may sustain, suffer or incur and which arise out of, are caused by, relate to, or result or occur from or in connection with (a) any misrepresentation of a fact contained in any representation of any Seller contained in this Agreement, (b) the breach by any Seller of any warranty or covenant made by any of them in this Agreement, (c) (i) any unpaid federal, state, local and foreign Taxes of the Business for any Pre-Closing Tax Periods and the portion through the Closing Date for any Tax period which does not end on the Closing Date and (ii) any Liability or obligation for the unpaid Taxes of the Business including under Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, local or foreign Tax Law) as a transferee or successor, by contract or otherwise, (d) any liability or obligation of any of the foregoing), of any kind, manner or nature whatsoever, whether or not Sellers arising out of third-party or relating to any of the Excluded Liabilities, including without limitation, any amounts which may be due under the Kaiser Employment Agreement and any other agreement with Xxxxxx X. Xxxxxx, (e) any Losses incurred as a result of Sellers' waiver or noncompliance with the bulks sales laws, and (f) any claims, charges, suits or legal proceedings against Buyer or its Affiliates by or on behalf of any employee as a result of (i) illegal or unlawful misconduct on or before the Closing Date, including without limitation, the proceedings disclosed on the schedules annexed to this Agreement and (ii) any retention agreement or retention memoranda agreed to with, or issued in favor of, any employee.

Indemnification by Sellers. After (a) Subject to the Closinglimitations of Sections 9.02(b) and 9.02(c), each Seller, jointly and severally, shall, subject of the Sellers agree to the provisions of this Article 11, indemnify, defend and hold harmless Alpine, indemnify in full Buyer and their respective its officers, directors, employees, agents and Affiliates stockholders (eachcollectively, a the "Seller Buyer Indemnified PartyParties") from and hold them harmless against all Losses directly any loss, liability, deficiency, damage, expense or indirectly cost (including reasonable legal expenses), whether or not actually incurred or paid prior to the Expiration Date (collectively, "Losses"), which Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of (i) any misrepresentation in any of the representations and warranties of any Seller contained in this Agreement or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of any Seller pursuant to the terms of this Agreement (such agreements, certificates or other documents, but excluding the Related Documents, being collectively referred to as the "Related Documents"), (ii) any breach of, or failure to perform, any agreement of any Seller Indemnified Party contained in this Agreement or any of the Related Documents, (iii) any "Claims" (as defined in Section 9.04(a) hereof) or threatened Claims against Buyer arising out of the actions or based on any (i) inaccuracy in or breach inactions of any representation Seller or warranty the Company with respect to the Company's business or the Real Property prior to the Closing, or (iv) any expenses of such Seller in the Sellers or the Company relating to the transactions contemplated by this Agreement, (ii) breach of any covenant or agreement made by such Seller in or pursuant to this Agreement, including attorneys' and accountants' fees (iii) and the expenses of the Retained LiabilitiesCompany for attorneys, (ivaccountants and Emerge Corporation)) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to the Closing Date) or (v) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiarythe Sellers' Expenses (the Losses enumerated in (i)-(iv) was the common parent. above being collectively referred to as "Buyer Losses" as used in this Agreement means any and all liabilities, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in investigation, defense or settlement of any of the foregoing"), of any kind, manner or nature whatsoever, whether or not arising out of third-party claims.

Indemnification by Sellers. After the Closing, each Seller, Sellers jointly and severallyseverally shall -------------------------- indemnify Buyer, shallthe Crown Communications Business, subject to the provisions CAC I, CAC II, Network and Mobile and each of this Article 11, indemnify, defend their respective Affiliates and each of their respective Representatives against and hold them harmless Alpinefrom any loss, Buyer liability, claim, damage or expense (including reasonable legal fees and their respective officersexpenses) (collectively, directors, employees, agents and Affiliates (each, a the "Seller Indemnified PartyBuyer's Damages") from and against all Losses directly suffered or indirectly incurred by any such Seller Indemnified Party indemnified party (other --------------- than any relating to Taxes, for which indemnification provisions are set forth in Section 13.4) arising out from, relating to or otherwise in respect of or based on any (i) inaccuracy in or any breach of any representation or warranty pre-closing covenant of such Seller Sellers contained in this Agreement, (ii) breach of any covenant or agreement made by such Seller in or pursuant to this Agreement, all Excluded Liabilities and (iii) all obligations and liabilities of Network and Mobile of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than any such liabilities or obligations disclosed in Section 5.10 (b); provided, however, that Sellers shall -------- ------- not have any liability under clause (i) above unless the Buyer's Damages shall have resulted from an intentional breach or fraud on the part of any of the Retained LiabilitiesCrown Parties. Each of Buyer, CAC I, CAC II, Network and Mobile acknowledges and agrees that, should the Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except other than matters related to the extent that such Taxes were paid Shareholder Agreement and other than post-Closing covenants) and the Crown Communications Business (other than claims of, or estimated payments in respect causes of such Taxes were made prior action arising from, fraud) shall be pursuant to the Closing Dateindemnification provisions set forth in this Article 12. In furtherance of the foregoing, each of Buyer, CAC I, CAC II, Network and Mobile hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against Sellers and their respective Affiliates arising under or (v) based upon any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of federal, state, local or foreign law with respect statute, law, ordinance, rule or regulation or otherwise (except pursuant to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used indemnification provisions set forth in this Agreement means any and all liabilities, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in investigation, defense or settlement of any of the foregoingArticle 12), of any kind, manner or nature whatsoever, whether or not arising out of third-party claims.

Indemnification by Sellers. After Each Seller hereby agrees that from and after the Closing, each SellerClosing it, jointly and severally, shall, subject to the provisions of this Article 11, shall indemnify, defend and hold harmless AlpineBuyers, Buyer their Affiliates, and their respective directors, officers, directorsshareholders, employeespartners, agents members, attorneys, accountants, agents, Representatives and Affiliates employees and their heirs, successors and permitted assigns, each in their capacity as such (eachthe “Buyer Indemnified Parties”) from, a "Seller against and in respect of any damages, losses, charges, Liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties, diminution of value and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, attorneys’ fees and out of pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Party") from and against all Losses Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly incurred relating to or arising from or in connection with: (a) except for any matter covered by another clause of this Section 6.2, any breach or inaccuracy of any representation or warranty made by any Seller contained in the Transaction Documents (it being understood that any qualification as to “materiality” (or similar words) or a “Material Adverse Effect” or “Knowledge” (or similar words) included in any such representation or warranty shall apply for purposes of determining whether there was an inaccuracy or breach of such representation or warranty, but shall be disregarded for purposes of computing any Loss in the event such representation or warranty is determined to have been breached); (b) except for any matter covered by another clause of this Section 6.2, any breach of any covenant, obligation or agreement of any Seller Indemnified Party (including as a result of any action or inaction by any of its Affiliates) contained in the Transaction Documents, including any Liability arising out of the ownership or based operation of the Transferred Assets prior to the Effective Time (other than the Assumed Liabilities); (c) any fraud, intentional misrepresentation or willful breach of any covenant, obligation or agreement of any Seller (including as a result of any action or inaction by any of its Affiliates) contained in the Transaction Documents; (d) any claims made by any Person alleging to own or have had a contractual or other right to acquire any equity or other ownership interests in any Seller or the Business or any or all of the Transferred Assets (other than sales of Seller Products in the Ordinary Course of Business) and any matters relating to Sellers’ title to the Business or any or all of the Transferred Assets to the extent relating to, arising from or in connection with circumstance, actions, events or conditions occurring or existing on or prior to the Closing Date; (e) any of the Excluded Assets and/or the Excluded Liabilities; (if) any Taxes for which Sellers are responsible in accordance with Section 5.1 and any Taxes attributable to any inaccuracy in or breach of any representation or warranty made in Section 3.9 or failure to comply with any Tax-related covenants of Seller set forth in this Agreement (it being understood that any qualification as to “materiality” (or similar words) or a “Material Adverse Effect” or “Knowledge” (or similar words) included in any such representation or warranty shall apply for purposes of 45 determining whether there was an inaccuracy or breach of such representation or warranty, but shall be disregarded for purposes of computing any Loss in the event such representation or warranty is determined to have been breached); (g) any breach or inaccuracy of any representation or warranty made by any Seller contained in this AgreementSection 3.18(d) (it being understood that any qualification as to “materiality” (or similar words) or a “Material Adverse Effect” or “Knowledge” (or similar words) included in any such representation or warranty shall apply for purposes of determining whether there was an inaccuracy or breach of such representation or warranty, (ii) but shall be disregarded for purposes of computing any Loss in the event such representation or warranty is determined to have been breached), and any breach of any covenant covenant, obligation or agreement made of any Seller (including as a result of any action or inaction by such any of its Affiliates) set forth in Section 5.10 or contained in the Transition Services Agreement relating to any Tooling, including the operation, repair, maintenance, implementation, transition or manufacture of any Tooling, (h) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Sellers (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement; (i) any product or component thereof manufactured by or shipped, or any services provided by, any Seller, in whole or in part, prior to the Closing (other than any Assumed Liability); (j) any Liability (other than any Assumed Liability) caused by any action of any Seller in or any of its Affiliates on or prior to the Closing; (k) any Purchase Price Adjustment Amount owed to Buyers pursuant to this Agreement, Section 2.6; and (iiil) any and all Liabilities in respect of any employees of Sellers that are not Employees and any and all Liabilities in respect of the Retained LiabilitiesEmployees, (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except including the Transferred Employees to the extent that such Taxes were paid Liabilities arise from facts or estimated payments in respect of such Taxes were made prior circumstances occurring up to and including the Closing Date) or (v) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilities, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in investigation, defense or settlement of any of the foregoing), of any kind, manner or nature whatsoever, whether or not arising out of third-party claims.

Indemnification by Sellers. After (a) Sellers (collectively, the Closing, each Seller, “Seller Indemnifying Parties”) hereby jointly and severally, shall, subject severally agree to the provisions of this Article 11, indemnify, defend and hold harmless AlpineBuyer, Buyer its Affiliates and each of their respective (both present and future) officers, directors, employees, agents shareholders, partners, managers, members, agents, representatives and Affiliates successors and assigns (eachcollectively, a "Seller the “Buyer Indemnified Party"Parties”) from and against and in respect of and to reimburse and pay Buyer Indemnified Parties as actually incurred with respect to, any and all Losses directly claims, demands, or indirectly incurred suits (by any such Seller Person), losses, deficiencies, lost profits, diminutions in value, damages, Liabilities (including consequential, incidental, special and punitive damages), obligations, payments, penalties, fines, costs and expenses (including, the reasonable costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements, compromises, fines and interest relating thereto, including reasonable attorneys’ fees and disbursements and reasonable costs of investigation in connection therewith) (collectively, “Losses”) assessed, suffered, incurred or sustained by or against any Buyer Indemnified Party by reason of, arising out of of, relating to, or based on any in connection with (i) any inaccuracy in or breach of any representation or warranty of such by the Company or any Seller set forth herein, or in this Agreementany Exhibit, certificate or schedule contemplated hereby, (ii) any breach by the Company (prior to or at the Closing) or any Seller Indemnifying Party of any covenant of the Company or agreement made any Seller Indemnifying Party hereunder or under the Seller Documents or any other document to be executed by such Seller any of them in or pursuant to this Agreementconnection herewith, and (iii) of the Retained Liabilities, (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to the Closing Date) or (v) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilities, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in investigation, defense or settlement of any of the foregoingowed to Buyer by Sellers pursuant to Section 2.3(c), of any kind, manner or nature whatsoever, whether or not arising out of third-party claims.

Indemnification by Sellers. After the ClosingSubject to Sections 8.1, each Seller8.2 and 8.4, Sellers will, jointly and severally, shall, subject to the provisions of this Article 11, indemnify, defend and hold harmless AlpinePurchaser, Buyer its Affiliates and their respective directors, officers, directors, employees, agents and Affiliates (each, a "Seller Indemnified Party") representatives from and against any and all Losses directly claims, demands or indirectly incurred suits (by any such Seller Indemnified Party person or entity, including without limitation any Governmental Agency), losses, liabilities, actual or punitive damages, fines, penalties, obligations, payments, costs and expenses, paid or incurred, whether or not relating to, resulting from or arising out of any Third Party Claim (as hereinafter defined), including without limitation the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, remediation, settlements and compromises relating thereto and reasonable fees and expenses of attorneys and other experts in connection therewith (individually and collectively, "Indemnifiable Losses") relating to, resulting from or based on arising out of any of the following: (i) the inaccuracy in or breach as of the Closing of any representation of the representations or warranty warranties of such Seller Sellers contained in this Agreement, Agreement or any Ancillary Document; (ii) any breach by Sellers of any covenant of Sellers contained in this Agreement or agreement made by such Seller in or pursuant to this Agreement, any Ancillary Document; (iii) any liability associated with a violation of the Retained Liabilities, WARN Act which occurs as a result of the transactions contemplated by this Agreement; (iv) Taxes for which any Seller liability or obligation associated with any investigation by any governmental agency of any of the Division's facilities or operations that is allocated responsibility under Section 10.2.3 hereof (except to the extent that such Taxes were paid or estimated payments in respect of such Taxes were made prior to pending on the Closing Date) or ; (v) any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used in this Agreement means any and all liabilitiesan Assumed Liability, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interestSellers' failure or alleged failure to pay or satisfy any liability for which it is responsible hereunder other than an Assumed Liability; and (vi) any liability, penalties, court costs and reasonable attorneys' fees and expenses and cost or expense incurred by Purchaser with respect to any amounts paid in investigation, defense Lien imposed on the Assets with respect to Taxes of Sellers or settlement any prior owner of the Business of any of the foregoing), of kind or for any kind, manner or nature whatsoever, whether or not arising out of third-party claimsperiod.

Indemnification by Sellers. After From and after the Closing, each Seller, jointly Closing and severally, shall, subject to the provisions of this Article 11IX and Section 11.1, the Sellers jointly and severally agree to indemnify, defend and hold harmless Alpine, the Buyer and their respective officers, directors, employees, agents and Affiliates (each, a "Seller Indemnified Party") Parties from and against any and all Losses directly Liabilities, demands, claims, suits, actions, or indirectly causes of action, losses, costs, expenses, damages and judgments, whether or not resulting from third party claims, (including reasonable fees and expenses of attorneys and accountants and costs of investigation ) (collectively, “Damages”) incurred by any such Seller Buyer Indemnified Party and arising out of of, relating to or based on any resulting from (ia) inaccuracy in or breach the failure of any representation or warranty set forth in Section 3.6 (Absence of Undisclosed Liabilities; Special Purpose Entities) (disregarding any materiality qualifier set forth in Section 3.6(a)) or 3.9 (Employee Benefit Plans; ERISA) to be true and correct as of the Effective Time with the same effect as though such representations and warranties had been made on and as of such Seller time (except to the extent any such representation and warranty expressly speaks only as of a specific date, in this Agreementwhich case as of such earlier date), (iib) the failure of any representation or warranty set forth in Section 3.1(b), 3.1(c), 3.16(a) or 3.16(c) to be true and correct as of the Effective Time with the same effect as though such representations and warranties had been made on and as of such time (except to the extent any such representation and warranty expressly speaks only as of a specific date, in which case as of such earlier date), (c) any breach of any covenant or agreement made by such Seller in or pursuant to this Agreement, (iii) of the Retained Liabilities, (iv) Taxes for which any Seller is allocated responsibility under Section 10.2.3 hereof (except to the extent that such Taxes were paid set forth in Article I or estimated payments in respect of such Taxes were made prior to the Closing Date) any covenant or (v) agreement of any liability for Taxes imposed on a Transferred Subsidiary under Treasury Regulations Section 1.1502-6 or any equivalent provision of state, local or foreign law with respect to a consolidated, combined, unitary or similar group of which SUT or any of its Subsidiaries (other than a Transferred Subsidiary) was the common parent. "Losses" as used Seller set forth in this Agreement means that contemplates or provides for any and all liabilitiesrights, obligations, losses, assessments, damages, deficiencies, demands, claims, actions, causes of action, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable attorneys' fees and expenses and any amounts paid in investigation, defense obligations or settlement actions of any of Party after the foregoing), of Closing or (d) any kind, manner or nature whatsoever, whether or not arising out of third-party claimsExcluded Liability.