Common use of Indemnification and Survival of Representations and Warranties Clause in Contracts

Indemnification and Survival of Representations and Warranties. 11.1 Indemnification by the Sullivans and the ▇▇▇▇▇▇▇▇ Trusts. The Sullivans and the ▇▇▇▇▇▇▇▇ Trusts shall, jointly and severally, defend, indemnify and hold harmless each of Perma- Fix, Chem-Con, and each of their officers, directors, employees, agents, representatives and Affiliates from and/or against any and all claims, judgments, demands, damages, penalties, fines, losses, orders (judicial or administrative), decrees, liabilities, obligations, costs, claims and expenses (including, without limitation, reasonable attorneys' fees and accountant fees) which any of Perma-Fix, Chem-Con and each of their officers, directors employees, agents, representatives and Affiliates incurs or suffers or may incur or suffer at any time as a result of or in connection with or arising out of (i) any representation or warranty made by any of Chem-Con, the Sullivans and/or the ▇▇▇▇▇▇▇▇ Trusts in this Agreement or any certificate or other document delivered to Perma-Fix pursuant to this Agreement that is false or misleading; (ii) any breach of or failure to perform any agreements, covenants, promises or obligations of Chem-Con, the Sullivans and/or ▇▇▇▇▇▇▇▇ Trusts contained in this Agreement; (iii) any liabilities, obligations or claims arising in any way from any and all federal or state income tax liability which Chem-Con, Chem-Met and/or Quanta may be liable to pay for any reason whatsoever for any and which have not been disclosed to Perma-Fix in writing on or prior to the date of this Agreement, all periods prior to the Closing Date; (iv) any and all other liabilities, obligations or claims incurred by Quanta prior to the Closing Date or arising in any way in connection with the business or operations of Quanta prior to the Closing Date prior to the date of this Agreement; (v) any liabilities, obligations or claims brought under CERCLA or RCRA or any analogous state statute for the release or threatened release of any hazardous substances (as defined in CERCLA) or hazardous waste (as defined in RCRA) in which the Sullivans or Chem-Con knew was pending or threatened against Chem-Con as of the date hereof or at the Closing Date but failed for any reason to disclose such in this Agreement or was, directly or indirectly, caused by or resulted from the knowing or willful violation by ▇▇▇▇▇▇▇▇ or Chem-Con on or prior to the Closing Date of CERCLA, RCRA or any analogous state statute; or (vi) any and all liabilities, obligations or claims arising in any way from any hazardous waste facility gross receipts tax that may be due under Fl. St. Section 403.7215 (and any predecessor statute) for which Chemical Florida may be liable or required to pay for any reason whatsoever for any and all periods prior to January 1, 1999.

Indemnification and Survival of Representations and Warranties. 11.1 Indemnification by the Sullivans and the Sullivan Trusts. ▇he Sullivans and the Sullivan Trusts shal▇, ▇▇▇▇▇▇▇▇ Trusts. The Sullivans and the ▇▇▇▇▇▇▇▇ Trusts shall, jointly ly and severally, defend, indemnify and hold harmless each of Perma- Fix, Chem-ConMet, Perma-Met, and each of their officers, directors, employees, agents, representatives and Affiliates from and/or and against any and all claims, judgments, demands, damages, penalties, fines, losses, orders (judicial or administrative), decrees, liabilities, obligations, costs, claims and expenses (including, without limitation, reasonable attorneys' fees and accountant fees) which any of Perma-Fix, Chem-Con Met, Perma-Met, and each of their officers, directors employees, agents, representatives and Affiliates incurs or suffers or may incur or suffer at any time as a result of or in connection with or arising out of (i) any representation or warranty made by any of Chem-ConMet, the Sullivans and/or the Sullivan Trusts in t▇▇▇ ▇▇▇▇▇▇▇▇ Trusts in this Agreement ement or any certificate or other document delivered to Perma-Fix or Perma-Met pursuant to this Agreement that is false or misleading; (ii) any breach of or failure to perform any agreements, covenants, promises or obligations of Chem-ConMet, the Sullivans and/or ▇▇▇Sullivan Trusts cont▇▇▇▇▇ Trusts contained in ▇▇ this AgreementAgree- ment; (iii) any liabilities, obligations or claims arising in any way from any and all federal or state income tax liability which Chem-Con, Chem-Met and/or Quanta may incur or be liable to pay for any reason whatsoever for any and which have not been disclosed to Perma-Fix in writing on or prior to the date of this Agreement, all periods prior to the Closing Date; (iv) any and all other liabilities, obligations or claims incurred by Quanta prior to the Closing Date or arising in any way in connection with the business or operations of Quanta prior to the Closing Date prior to the date of this AgreementDate; or (v) any liabilities, obligations or claims brought under CERCLA or RCRA or any analogous state statute for the release or threatened release of any hazardous substances (as defined in CERCLA) or hazardous waste (as defined in RCRA) in which the Sullivans Sullivan or Chem-Con knew was Met ▇▇▇▇ ▇▇s pending or threatened against Chem-Con Met as of the date hereof or at the Closing Date but failed for any reason to disclose such in this Agreement or was, directly or indirectly, caused by or resulted from the knowing or willful violation by ▇▇▇▇▇▇▇▇ Sullivan or Chem-Con on Met ▇▇ or prior to the Closing Date of CERCLA, RCRA or any analogous state statute; or (vi) any and all liabilities, obligations or claims arising in any way from any hazardous waste facility gross receipts tax that may be due under Fl. St. Section 403.7215 (and any predecessor statute) for which Chemical Florida may be liable or required to pay for any reason whatsoever for any and all periods prior to January 1, 1999.

Indemnification and Survival of Representations and Warranties. 11.1 Indemnification by the Sullivans and the ▇▇▇▇▇▇▇▇ Trusts. The Sullivans and the ▇▇▇▇▇▇▇▇ Trusts shall, jointly and severally, defend, indemnify and hold harmless each of Perma- Fix, Chem-Con, Florida Perma-Chem, Georgia Perma-Chem and each of their officers, directors, employees, agents, representatives and Affiliates from and/or and against any and all claims, judgments, demands, damages, penalties, fines, losses, orders (judicial or administrative), decrees, liabilities, obligations, costs, claims and expenses (including, without limitation, reasonable attorneys' fees and accountant fees) which any of Perma-Fix, Chem-Con Con, Florida Perma-Chem, Georgia Perma-Chem and each of their officers, directors employees, agents, representatives and Affiliates incurs or suffers or may incur or suffer at any time as a result of or in connection with or arising out of (i) any representation or warranty made by any of Chem-Con, the Sullivans and/or the ▇▇▇▇▇▇▇▇ Trusts in this Agreement or any certificate or other document delivered to Perma-Fix Fix, Florida Perma-Chem or Georgia Perma-Chem pursuant to this Agreement that is false or misleading; (ii) any breach of or failure to perform any agreements, covenants, promises or obligations of Chem-Con, the Sullivans and/or ▇▇▇▇▇▇▇▇ Trusts contained in this AgreementAgree- ment; (iii) any liabilities, obligations or claims arising in any way from any and all federal or state income tax liability which Chem-Con, Chem-Met and/or Quanta may be liable to pay for any reason whatsoever for any and which have not been disclosed to Perma-Fix in writing on or prior to the date of this Agreement, all periods prior to the Closing Date; (iv) any and all other liabilities, obligations or claims incurred by Quanta prior to the Closing Date or arising in any way in connection with the business or operations of Quanta prior to the Closing Date prior to the date of this Agreement; Date, or (v) any liabilities, obligations or claims brought under CERCLA or RCRA or any analogous state statute for the release or threatened release of any hazardous substances (as defined in CERCLA) or hazardous waste (as defined in RCRA) in which the Sullivans ▇▇▇▇▇▇▇▇ or Chem-Con knew was pending or threatened against Chem-Con as of the date hereof or at the Closing Date but failed for any reason to disclose such in this Agreement or was, directly or indirectly, caused by or resulted from the knowing or willful violation by ▇▇▇▇▇▇▇▇ or Chem-Con on or prior to the Closing Date of CERCLA, RCRA or any analogous state statute; or (vi) any and all liabilities, obligations or claims arising in any way from any hazardous waste facility gross receipts tax that may be due under Fl. St. Section 403.7215 (and any predecessor statute) for which Chemical Florida may be liable or required to pay for any reason whatsoever for any and all periods prior to January 1, 1999.