Common use of Extent of Indemnity Clause in Contracts

Extent of Indemnity. Seller shall indemnify, defend and hold harmless Buyer, the Company from and against: (i) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or the Company arising out of or resulting from any misrepresentation or breach of representation or warranty of Seller or the Company contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby (it being understood and agreed that for purposes of determining whether there has been any such misrepresentation or breach of a representation or warranty and for purposes of calculating the amount of Damages arising therefrom, the representations and warranties of Seller and the Company shall be deemed not to be qualified by any concept of "material," "materiality" or similar qualification); (ii) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or the Company arising out of or resulting from any breach or nonfulfillment of any covenant or agreement of Seller or the Company contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (iii) any loss, liability, claim, obligation, damage or deficiency (including, without limitation, costs of investigation, remediation or other response action) of or to Buyer or the Company arising out of or related to (1) environmental conditions, including without limitation, the presence, Release or threat of Release of Hazardous Materials, in violation of Environmental Laws or which require investigation, remediation or other response action, first occurring prior to the Closing Date at, on, in, under or from any property now or previously owned, operated or leased by the Company or any predecessor in interest, whether into the air, soil, ground or surface waters on-site or off-site; or

Extent of Indemnity. Seller shall and each Selling Shareholder hereby jointly and severally indemnify, defend and hold harmless Buyer, the Company Buyer and its affiliates and their respective officers and directors from and against: (i) any loss, liability, claim, obligation, damage or deficiency of deficiency, directly or to Buyer or the Company indirectly, arising out of or resulting from any misrepresentation or or, breach of representation warranty or warranty nonfulfillment of any agreement on the part of Seller or the Company any Selling Shareholder contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby (it being understood and agreed that for purposes of determining whether there has been any such misrepresentation or breach of a representation or warranty and for purposes of calculating the amount of Damages arising therefrom, the representations and warranties of Seller and the Company shall be deemed not to be qualified by any concept of "material," "materiality" or similar qualification); (ii) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or the Company arising out of or resulting from any breach or nonfulfillment of any covenant or agreement of Seller or the Company contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (ii) except for Assumed Liabilities, any and all liabilities of, relating to or arising in connection with Seller or the Business of any nature, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transactions entered into, or any state of facts existing, prior to such date, and any and all liabilities of, relating to or arising in connection with the Retained Business; (iii) any loss, liability, claim, obligation, damage or deficiency (including, without limitation, costs of investigation, remediation or other response action) of or to Buyer or the Company arising out of or related resulting from the litigation or threatened litigation described on Schedule 5.8; (iv) any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from any claim asserted with respect to Excluded Liabilities; (1v) any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from any Environmental Liabilities. "Environmental Liabilities" means any and all Damages, as defined below, whether known or unknown, foreseen or unforeseen, contingent or otherwise, or fixed or absolute to the extent they arise out of or relate to any of the following events or conditions first occurring on or before the Closing: (a) environmental conditions, including without limitation, limitation the presence, manufacture, packaging, labeling, processing, distribution, use, generation, treatment, storage, disposal, transport, handling, Management, of or exposure to Hazardous Substances, at, on, in or under any Property now or previously owned, operated or leased by Seller or in the conduct of the Business (including but not limited to any environmental conditions, whether on- or off-site) or in connection with the Purchased Assets or Excluded Assets or the conduct of the Business; or (b) violations of or compliance with any Environmental Law; or (c) the Release or threat of Release of Hazardous Materials, in violation of Environmental Laws or which require investigation, remediation or other response action, first occurring prior to the Closing Date at, on, in, under Substances (i) at or from any property now or previously owned, operated or leased by Seller or in the Company or any predecessor in interestconduct of the Business, whether into the air, soil, ground or surface waters onon or off-site or (ii) arising from or relating to the off-sitesite transportation, storage, treatment, recycling, disposal or Release of Hazardous Substances generated, used, Managed, or handled by or on behalf of Seller or in connection with the Purchased Assets or the Excluded Assets or the conduct of the Business; oror (d) any of the matters referred to or otherwise identified in Schedule 5.11; and

Extent of Indemnity. Seller shall and the Guarantors, jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer, Buyer and the Company from and against: (i) any loss, liability, claim, obligation, damage or deficiency Damages of or to Buyer or the Company arising out of or resulting from any misrepresentation or breach of representation or warranty of Seller or the Company contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished by Seller or the Company to Buyer pursuant hereto or in connection with the transactions contemplated hereby (it being understood and agreed that for purposes of determining whether there has been any such misrepresentation or breach of a representation or warranty and for purposes of calculating the amount of Damages arising therefrom, the representations and warranties of Seller and the Company shall be deemed not to be qualified by any concept of "material," "materiality" or similar qualification)hereby; (ii) any loss, liability, claim, obligation, damage or deficiency Damages of or to Buyer or the Company arising out of or resulting from any breach or nonfulfillment of any covenant or agreement of Seller or the Company contained in this Agreement or in any agreement or statement or certificate furnished or to be furnished by Seller or the Company to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (iii) regardless of whether any lossof the following are contained in any disclosure schedule to this Agreement or were otherwise disclosed to Buyer prior to the Closing, liabilityany and all Damages known or unknown, claimforeseen or unforeseen, obligationwhether contingent or otherwise, damage fixed or deficiency (includingabsolute, without limitationpresent or future, costs of investigation, remediation asserted against or other response action) of or to incurred by Buyer or the Company arising out of or related to (1A) environmental conditionsthe off-site transportation, including without limitationstorage, the presencetreatment, Release recycling or threat of Release disposal of Hazardous MaterialsMaterials Managed or Released by the Company or in connection with the Business prior to the Closing; (B) any Release at, on, in violation of Environmental Laws or which require under the Real Property that requires investigation, remediation remediation, or other response action, first occurring action relating to or arising from the Company's drum handling prior to Closing; and (C) any failure by the Company at any time prior to the Closing Date atto have any Permit or give any notice required in connection with the Company's wastewater or other discharge to the applicable sewer authority including without limitation fines, onpenalties, in, under or and assessments arising from any property now or previously ownedsuch discharge; (iv) the matters described on Schedule 8.2(a)(iv); and (v) any Damages incident to any of the foregoing, operated or leased including reasonable attorneys' fees actually incurred by Buyer as the Company or any predecessor prevailing party in interest, whether into the air, soil, ground or surface waters on-site or off-site; oran action to enforce this Section.