Seller’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following:
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. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its directors, officers and employees and their successors and assigns (collectively, the “Buyer Indemnitees”) from and against all liability, demands, allegations of infringement, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, and whether or not arising from a third party claim) (collectively, the “Buyer Damages”) incurred by any Buyer Indemnitee as a result of or arising out of (i) the Excluded Liabilities (including, but not limited to the Retained Claim Liability and the Retained Specified Liability), the Excluded Assets or the operation of the Business prior to Closing to the extent not included among the Assumed Liabilities, (ii) a breach of any representation or warranty contained in Article III of this Agreement, (iii) a breach of any agreement or covenant of Seller in this Agreement, or (iv) any failure of Seller to comply with applicable bulk sales laws, except that this clause (iv) shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities notwithstanding Buyer’s right to make an indemnification claim hereunder. For the avoidance of doubt, Seller shall not have any obligation to indemnify for Liabilities relating to operation of the Business after the Closing Date. For avoidance of doubt, Seller’s obligation to indemnify Buyer Indemnitees for Buyer Damages under this Section 7.2 with respect to the Retained Claim Liability and the Retained Specified Liability shall include, without limitation, actual or enhanced damages, settlement amounts and reasonable attorneys’ fees and expenses.
Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its directors, officers, employees, Affiliates, controlling Persons, agents and representatives and their respective 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 reasonable attorneys’ fees and expenses) (collectively, “Buyer Damages”) asserted against or incurred by any Buyer Indemnitee as a result of or arising out of:
Seller’s Agreement to Indemnify. (a) Subject to the terms of this Article IX, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Parent and each of their respective Affiliates (other than Seller), directors, officers and successors (to the extent set forth in Section 10.9) (each, a "Buyer Indemnified Party") from and against all out of pocket liabilities, claims, assessments, losses, judgments, settlements, fines, penalties, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, the "Buyer Damages") incurred by a Buyer Indemnified Party as a result of or arising out of (i) the Excluded Liabilities or the Retained Assets (other then Consigned Inventory), (ii) a breach of any representation or warranty contained in Article IV of this Agreement, in each case, when made, and it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the word "material") or Material Adverse Effect set forth therein (other than Section 4.10 and Section 4.14 which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively) or (iii) a breach in any material respect of any agreement or covenant of Seller in this Agreement (other than agreements and covenants relating to Taxes and environmental matters, which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively). Buyer agrees that, except as contemplated by the immediately preceding sentence, from and after the Closing, the indemnification provided in this Section 9.2 is the exclusive remedy for a breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement.
Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and Parent and their respective directors, officers, employees, affiliates, controlling persons, agents, representatives and their successors and assigns (collectively, "BUYER INDEMNITIES") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) (collectively, "BUYER DAMAGES") asserted against or incurred by any Buyer Indemnities as a result of or arising out of (i) a breach of any representation or warranty contained in Article III of this Agreement, (ii) Excluded Liabilities, or (iii) a breach of any agreement or covenant of Seller or any of the Seller Subsidiaries in this Agreement or in any of the Non-U.S. Agreements. In the event of any breach of any representation or warranty for which indemnification is owed hereunder, the determination of the amount of any Buyer Damages resulting therefrom shall take into account all Buyer Damages resulting from the items giving rise to the breach without regard to any materiality qualification contained in the breached representation or warranty, to the extent the materiality qualification would otherwise apply to items giving rise to the breach.
Seller’s Agreement to Indemnify. Upon the terms and subject to the conditions of this Section 9, without duplication of any amounts recovered by Buyer by offset against the Escrow Funds, for a period of two (2) years from the Closing Date, Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and Affiliates (including the Company, from and after the Closing Date) (collectively, “Buyer Indemnitees”), from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Damages”) suffered by, imposed upon or incurred by Buyer Indemnitees by reason of or resulting from (i) a breach of any representation or warranty of Seller contained in this Stock Purchase Agreement; or (ii) non-performance of any agreement or covenant of Seller contained in or made pursuant to this Stock Purchase Agreement (collectively, “Buyer Claims”), provided, that the Buyer Indemnitees make a claim for indemnification within the applicable survival period. Notwithstanding the foregoing, Seller’s indemnity obligations with respect to a breach of Section 2.24(b)(xxii) shall continue for a period of three (3) years, and Seller’s indemnification obligations with respect to Special Claims shall continue until expiration of the applicable statutes of limitations. For purposes of this Agreement, the term “Special Claims” shall mean and refer to those claims (1) relating to Tax Claims or other amounts described in or pursuant to Section 5.5(b); (2) resulting from fraud by Seller; (3) resulting from willful misconduct of Seller or the Company; (4) amounts due under Sections 9.5, 9.6 and/or 9.7; and (5) relating to claims by a third party with respect to any Third Party Contractual Requirements Contracts which are not listed on Schedule 2.14(a) with respect to the representations and warranties made under Section 2.24. As used in the previous sentence the willful misconduct shall be limited to conduct which constitutes a violation of criminal law as finally determined (or by guilty or nolo contendre plea) in a judicial or arbitration proceeding by clear and convincing evidence or otherwise constitutes intentional and knowing malfeasance as finally determined in a judicial or arbitration proceeding by clear and convincing evidence (or by guilty or nolo contendre plea). The amounts for which Seller shall be liable ...
Seller’s Agreement to Indemnify. From and after Closing, upon the terms and subject to the conditions of this Article IX, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates (including the Nordic Companies) and their respective officers, directors, and employees (the “Buyer Indemnified Parties”) (it being agreed that any indemnification payments shall be made to Buyer), from and against all damages, judgments, awards, liabilities, losses, fines, obligations, amounts paid in settlement, claims of any kind or nature and costs, fees and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents), excluding, except as specifically set forth in Section 10.13, lost profits, lost revenues, special, consequential, indirect and punitive damages (other than lost profits, lost revenues, special, consequential, indirect and punitive damages actually paid in connection with any third party claim) (collectively, “Losses”), asserted against, resulting from, imposed upon or suffered or incurred by Buyer Indemnified Parties by reason of or arising from:
Seller’s Agreement to Indemnify. Seller agrees to indemnify, defend and hold harmless Buyer and Affiliates and their respective successors and assigns from, against and in respect of the full amount of any and all Liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (“Damages”) arising from, in connection with, or incident to:
Seller’s Agreement to Indemnify. (a) Subject to the limitations, conditions, and provisions set forth herein, Purchasers shall be entitled, from and after the Effective Time, to indemnification by Sellers, jointly and severally, for all demands, claims, actions, losses, damages, liabilities, costs, and expenses, including interest, penalties, reasonable costs of investigation, and reasonable attorneys' fees, asserted against or incurred by Purchasers or any of their respective shareholders, officers, directors, Affiliates, employees and agents (the "Purchasers' Indemnitees"): (i) resulting from a breach of any representation or warranty of Sellers contained in this Agreement or any of the other Transaction Agreements; (ii) resulting from a breach of any covenant or agreement of Sellers or the Principals contained in this Agreement or any of the other Transaction Agreements (including without limitation those obligations contained in SECTION 1.8 and SECTION 6.2 hereof); (iii) related to Sellers' operation of the Business or any other operations prior to the Effective Time; (iv) resulting from Warranty Claims; (v) with respect to any Excluded Liabilities; (vi) resulting from or arising out of (A) all Liabilities arising from or related to any presence, suspected presence, release, generation, treatment, transport, recycling, storage, or disposal of any Hazardous Material, or arising from arrangements for any of the foregoing by or for Sellers, prior to the Effective Time, or (B) all Liabilities under or, any violation of or, any noncompliance with, any Environmental Law, which liability, violation or noncompliance occurred or existed prior to the Closing Date; (vii) any and all current claims and/or claims arising up to and including the Effective Time under the BC Employment Standards Act, Human Rights Code, Workers' Compensation Act, and/or any other applicable legislation; (viii) subject to Article VI, liability to any employee, past or present, active or inactive of the Business, for wages, severance and/or wrongful dismissal under common law and for Employment Standards Act notice, specifically but not limited to under Section 97 and 88 of the Employment Standards Act arising up to and including the Effective Time; (ix) with respect to any broker, finder, or other Person acting on behalf of Sellers, the Principals or their Affiliates in connection with the transactions herein contemplated; (x) with respect to liabilities for Taxes owed by Sellers or the Principals relating to any perio...
