Common use of Indemnification by Contributors Clause in Contracts

Indemnification by Contributors. (a) The Contributors shall, on a several and not joint basis and in accordance with their respective Pro Rata Percentages, indemnify and hold harmless Acquiror, Acquiror Intermediate Holdco, Acquiror Topco and the Company and each of their respective Affiliates, and each of the officers, directors, shareholders, employees, agents and representatives of the foregoing, and any Person claiming by or through any of them, but excluding the Contributors (each, an “Acquiror Indemnified Party”), against and in respect of any and all claims, costs, expenses, damages, liabilities, losses or deficiencies (including reasonable attorneys’ fees, costs of investigation, defense and settlement and other costs and expenses incident to any suit, action or proceeding) (collectively, “Losses”) arising out of, resulting from, or incurred in connection with the following: (i) any inaccuracy in any representation or the breach of any representation or warranty made by the Company in Article III or in any certificate delivered pursuant hereto; (ii) the breach by the Company or the Contributors Representative of any covenant or agreement to be performed by him or it hereunder; (iii) any Indebtedness (excluding the accrual of up to $75,000 in vacation pay) which is not set forth on Section 3.9 or Section 3.16(a) of the Disclosure Schedules; (iv) any Transaction Expenses not borne by Contributors; (v) any Indemnified Tax; and/or (vi) any claim based on fraud in respect of this Agreement. (b) Each Contributor shall, on a several and not joint basis, indemnify and hold harmless Acquiror Indemnified Parties, against and in respect of any and all Losses arising out of, resulting from, or incurred in connection with: (i) any inaccuracy in any representation or the breach of any warranty made by such Contributor in Article IV or in any certificate delivered pursuant hereto; (ii) the breach by such Contributor or the Contributors Representative of any covenant or agreement to be performed by him, her or it hereunder; and (iii) any claim based on fraud by such Contributor in relation to this Agreement.

Indemnification by Contributors. The Contributors, jointly and severally (each, for purposes of Sections 14.1 and 14.2, a "Contributor Indemnifying Party"), shall indemnify, defend and hold harmless the Partnership, the Company and their respective shareholders, partners, trustees, officers, agents, representatives, employees, Affiliates, successors and assigns (collectively, for purposes of this paragraph, the "Company Indemnified Parties") from and against any and all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of investigation or defense thereof, including attorneys' fees payable as incurred, arising out of or relating to any (a) The Contributors shall, on a several and not joint basis and in accordance with their respective Pro Rata Percentages, indemnify and hold harmless Acquiror, Acquiror Intermediate Holdco, Acquiror Topco and the Company and each of their respective Affiliates, and each of the officers, directors, shareholders, employees, agents and representatives of the foregoing, and any Person claiming by misrepresentation or through any of them, but excluding the Contributors (each, an “Acquiror Indemnified Party”), against and in respect of any and all claims, costs, expenses, damages, liabilities, losses or deficiencies (including reasonable attorneys’ fees, costs of investigation, defense and settlement and other costs and expenses incident to any suit, action or proceeding) (collectively, “Losses”) arising out of, resulting from, or incurred in connection with the following: (i) any inaccuracy in any representation or the breach of any representation warranty by such Contributor Indemnifying Party or warranty made by the Company in Article III or in any certificate delivered pursuant hereto; (ii) the breach by the Company or the Contributors Representative nonfulfillment of any covenant or agreement to be performed or complied with by him such Contributor Indemnifying Party under this Agreement and any agreement, document, instrument, certificate, schedule or it hereunder; (iii) any Indebtedness (excluding the accrual of up to $75,000 in vacation pay) which is not set forth on Section 3.9 or Section 3.16(a) of the Disclosure Schedules; (iv) any Transaction Expenses not borne by Contributors; (v) any Indemnified Taxexhibit contemplated hereby; and/or (vi) any claim based on fraud in respect of this Agreement. (b) Each untrue or incomplete statement of a material fact contained in any statement or information provided by such Contributor shallIndemnifying Party or based on any omission to state therein a material fact required to be stated therein or other information necessary to make the statements therein not misleading; (c) any debts, liabilities or obligations (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) associated with or relating to any of the Contributor Indemnifying Parties, their officers, directors, partners, trustees or Affiliates or the Properties, or secured by any of the Contributor Indemnifying Parties, or by any of the Properties, except those specified on Schedule 9.23 hereto, including any obligations under any of the Leases and Service Contracts, to the extent any such obligation was to be performed prior to the Closing Date, or was to be performed after the Closing Date as a result of a breach or default under any of the Leases or Service Contracts by the Contributor Indemnifying Parties or their Affiliates prior to the Closing Date; (d) any action taken, or any failure to act, by such Contributor Indemnifying Party in connection with this transaction and the transactions contemplated herein constituting a breach of this Agreement or any agreement, document or instrument contemplated hereby or a breach of a duty owed to any person, including, without limitation, any action taken to redeem or otherwise liquidate the interest of certain holders in anticipation of the transactions contemplated herein, to the extent such action or failure to act results in a violation (or alleged violation) of applicable laws or of the fiduciary duties owed to such holders; (e) pollution or threat to human health or the environment, or any Environmental Claim against any person or entity whose liability for such Environmental Claim the Contributors have assumed or retained either contractually or by operation of law, that is related in any way to any of the Properties, including, without limitation, all on-site and off- site activities relating to any of the Properties involving Substances of Concern, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment, or the existence of any Environmental Claim, is known to the Contributor Indemnifying Parties; (f) regardless of whether it arises as a several breach of any representation or warranty, any debts, liabilities or obligations of the Contributor Indemnifying Parties (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) of, associated with or relating to any asset or property other than the Properties, except those specified on Schedule 9.23 hereto; and not joint basis, indemnify and hold harmless Acquiror Indemnified Parties, against and in respect of (g) any and all Losses arising out of, resulting from, damages and expenses incident to any of the foregoing or incurred in connection with: (i) any inaccuracy in any representation or to the breach enforcement of any warranty made by such Contributor in Article IV or in any certificate delivered pursuant hereto; (ii) the breach by such Contributor or the Contributors Representative of any covenant or agreement to be performed by him, her or it hereunder; and (iii) any claim based on fraud by such Contributor in relation to this AgreementSection 14.2.

Indemnification by Contributors. The Contributors, jointly ------------------------------- and severally (each, for purposes of Sections 14.1 and 14.2, a "Contributor Indemnifying Party"), shall indemnify, defend and hold harmless the Partnership, the Company and their respective shareholders, partners, trustees, officers, agents, representatives, employees, Affiliates, successors and assigns (collectively, for purposes of this paragraph, the "Company Indemnified Parties") from and against any and all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of investigation or defense thereof, including attorneys' fees payable as incurred, arising out of or relating to any (a) The Contributors shall, on a several and not joint basis and in accordance with their respective Pro Rata Percentages, indemnify and hold harmless Acquiror, Acquiror Intermediate Holdco, Acquiror Topco and the Company and each of their respective Affiliates, and each of the officers, directors, shareholders, employees, agents and representatives of the foregoing, and any Person claiming by misrepresentation or through any of them, but excluding the Contributors (each, an “Acquiror Indemnified Party”), against and in respect of any and all claims, costs, expenses, damages, liabilities, losses or deficiencies (including reasonable attorneys’ fees, costs of investigation, defense and settlement and other costs and expenses incident to any suit, action or proceeding) (collectively, “Losses”) arising out of, resulting from, or incurred in connection with the following: (i) any inaccuracy in any representation or the breach of any representation warranty by such Contributor Indemnifying Party or warranty made by the Company in Article III or in any certificate delivered pursuant hereto; (ii) the breach by the Company or the Contributors Representative nonfulfillment of any covenant or agreement to be performed or complied with by him such Contributor Indemnifying Party under this Agreement and any agreement, document, instrument, certificate, schedule or it hereunder; (iii) any Indebtedness (excluding the accrual of up to $75,000 in vacation pay) which is not set forth on Section 3.9 or Section 3.16(a) of the Disclosure Schedules; (iv) any Transaction Expenses not borne by Contributors; (v) any Indemnified Taxexhibit contemplated hereby; and/or (vi) any claim based on fraud in respect of this Agreement. (b) Each untrue or incomplete statement of a material fact contained in any statement or information provided by such Contributor shallIndemnifying Party or based on any omission to state therein a material fact required to be stated therein or other information necessary to make the statements therein not misleading; (c) any debts, liabilities or obligations (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) associated with or relating to any of the Contributor Indemnifying Parties, their officers, directors, partners, trustees or Affiliates or the Properties, or secured by any of the Contributor Indemnifying Parties, or by any of the Properties, except those specified on Schedule 9.23 hereto, including any ------------- obligations under any of the Leases and Service Contracts, to the extent any such obligation was to be performed prior to the Closing Date, or was to be performed after the Closing Date as a result of a breach or default under any of the Leases or Service Contracts by the Contributor Indemnifying Parties or their Affiliates prior to the Closing Date; (d) any action taken, or any failure to act, by such Contributor Indemnifying Party in connection with this transaction and the transactions contemplated herein constituting a breach of this Agreement or any agreement, document or instrument contemplated hereby or a breach of a duty owed to any person, including, without limitation, any action taken to redeem or otherwise liquidate the interest of certain holders in anticipation of the transactions contemplated herein, to the extent such action or failure to act results in a violation (or alleged violation) of applicable laws or of the fiduciary duties owed to such holders; (e) pollution or threat to human health or the environment, or any Environmental Claim against any person or entity whose liability for such Environmental Claim the Contributors have assumed or retained either contractually or by operation of law, that is related in any way to any of the Properties, including, without limitation, all on-site and off- site activities relating to any of the Properties involving Substances of Concern, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment, or the existence of any Environmental Claim, is known to the Contributor Indemnifying Parties; (f) regardless of whether it arises as a several breach of any representation or warranty, any debts, liabilities or obligations of the Contributor Indemnifying Parties (whether known or unknown, disputed or undisputed, fixed, contingent or otherwise) of, associated with or relating to any asset or property other than the Properties, except those specified on Schedule 9.23 hereto; and not joint basis, indemnify and hold harmless Acquiror Indemnified Parties, against and in respect of (g) any and all Losses arising out of, resulting from, damages and ------------- expenses incident to any of the foregoing or incurred in connection with: (i) any inaccuracy in any representation or to the breach enforcement of any warranty made by such Contributor in Article IV or in any certificate delivered pursuant hereto; (ii) the breach by such Contributor or the Contributors Representative of any covenant or agreement to be performed by him, her or it hereunder; and (iii) any claim based on fraud by such Contributor in relation to this AgreementSection 14.2.