Common use of 2Indemnification Clause in Contracts

2Indemnification. (a) Subject to the terms, conditions and limitations set forth in this Agreement, Seller shall indemnify Buyer and its Affiliates and their respective directors, managers, officers, employees, agents, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against, any and all Liabilities, obligations, demands, claims, actions, causes of action, assessments, losses, costs, damages, deficiencies, judgments, Taxes, fines or expenses (whether or not arising out of Third Party Claims), including interest, penalties, reasonable fees and expenses of attorneys, accountants and other consultants and experts and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (hereinafter referred to collectively as “Losses”) incurred or sustained by, or imposed upon, the Buyer Indemnified Parties based upon or arising out of: (i) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article V of this Agreement; (ii) any breach by Seller of, or any failure by Seller to perform, any of its covenants or obligations under this Agreement; (iii) Fraud by Seller; or (iv) any Excluded Asset or Excluded Liability. (b) Subject to the terms, conditions and limitations set forth in this Agreement, Buyer shall indemnify Seller and its Affiliates and their respective directors, managers, officers, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) against, and shall hold the Seller Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnified Parties based upon or arising out of: (i) any inaccuracy in or breach of any of the representations and warranties made by Buyer in Article VI; (ii) any breach by Buyer of, or any failure by Buyer to perform, any of its covenants or obligations under this Agreement; (iii) any Assumed Liability; or

2Indemnification. (a) Subject Xxxxxxxx agrees to indemnify and hold harmless each of the termsCollateral Agent, conditions and limitations set forth in this Agreement, Seller shall indemnify Buyer Lenders and its Affiliates and their respective Affiliates (and its or their respective successors and assigns) and each manager, member, partner, controlling Person, director, officer, employee, agent or sub-agent, advisor and affiliate thereof (each such Person, an “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, however, that Borrower shall have no obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person (or the gross negligence or willful misconduct of such Indemnified Person’s affiliates or controlling Persons or any of their respective managers, members, partners, controlling Persons, directors, managers, officers, employees, agents or sub-agents, representativesadvisors or affiliates), successors (ii) result from a claim brought by Borrower against an Indemnified Person for material breach in bad faith of any of such Indemnified Person’s obligations hereunder or under any other Loan Document, if Xxxxxxxx has obtained a final and assigns nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (collectively, iii) result from a claim not involving an act or omission of Borrower or any of its Subsidiaries that is brought by an Indemnified Person against another Indemnified Person (other than against the “Buyer Indemnified Parties”Collateral Agent in its capacities as such). This Section 11.2(a) against, and shall hold the Buyer Indemnified Parties harmless from and against, not apply with respect to Taxes other than any and all LiabilitiesTaxes that represent liabilities, obligations, demandslosses, damages, penalties, claims, actions, causes of action, assessments, losses, costs, damages, deficiencies, judgments, Taxes, fines or expenses (whether or not and disbursements arising out of Third Party Claims), including interest, penalties, reasonable fees and expenses of attorneys, accountants and other consultants and experts and all reasonable amounts paid in investigation, defense or settlement of from any of the foregoing (hereinafter referred to collectively as “Losses”) incurred or sustained by, or imposed upon, the Buyer Indemnified Parties based upon or arising out of: (i) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article V of this Agreement; (ii) any breach by Seller of, or any failure by Seller to perform, any of its covenants or obligations under this Agreement; (iii) Fraud by Seller; or (iv) any Excluded Asset or Excluded Liabilitynon-Tax claim. (b) Subject To the extent permitted by Requirements of Law, no party to the termsthis Agreement shall assert, conditions and limitations set forth in each party to this AgreementAgreement hereby waives, Buyer shall indemnify Seller any claim against any other party hereto (and its Affiliates or their successors and assigns), and each manager, member, partner, controlling Person, director, officer, employee, agent or sub-agent, advisor and affiliate thereof, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Credit Extension or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each party to this Agreement hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of the Collateral Agent or any Lender, shall be at the expense of such Credit Party, and neither the Collateral Agent, nor any Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, and without limiting the generality of Section 2.4, Xxxxxxxx agrees to pay or reimburse upon demand each of the Collateral Agent and Xxxxxxx (and their respective directors, managers, officers, employees, agents, representatives, successors and assigns (collectivelyassigns) and each of their respective Related Parties, the “Seller Indemnified Parties”) againstif applicable, and shall hold the Seller Indemnified Parties harmless from and against, for any and all Losses incurred or sustained byfees, or imposed upon, the Seller Indemnified Parties based upon or arising out of: (i) any inaccuracy in or breach of any expenses and disbursements of the representations and warranties made kind or nature described in clause (b) of the definition of “Lender Expenses” incurred by Buyer in Article VI; (ii) any breach by Buyer of, or any failure by Buyer to perform, any of its covenants or obligations under this Agreement; (iii) any Assumed Liability; orit.

2Indemnification. Subject to the limitations hereinafter set forth: (a) Subject to the termslimitations set forth herein and Section 8.4 below, conditions Sellers will indemnify, defend and limitations hold harmless Purchasers and their successors (collectively, the “Purchasers Indemnified Parties”) from and against any and all claims, allegations, complaints, petitions, demands, suits, actions, proceedings, assessments, adjustments, judgments, Liabilities, damages, fines, and losses, including but not limited to special, consequential, and/or punitive damages (but only to the extent that any such special, consequential and/or punitive damages are asserted in a Third-Party Claim) and all reasonable costs, fees, expenses, expenses of attorneys, accountants, consultants, expert witnesses and other witnesses) incurred in respect of Third-Party Claims or claims between the Parties (collectively, “Damages”), incurred or suffered as a result of or arising out of (i) any breach of warranty or inaccurate or erroneous representation made by Sellers in this Agreement, or (ii) any breach of a covenant, or failure to perform or observe any duty, made or to be performed by Sellers pursuant to this Agreement. (b) Purchasers will indemnify, defend and hold harmless Sellers and each of their respective officers, directors, managers, employees, Affiliates, stockholders, members, partners, representatives and agents, and the successors to the foregoing (and their respective officers, directors, managers, employees, Affiliates, stockholders, members, partners, representatives and agents) (collectively, the “Sellers Indemnified Parties”) from and against Damages incurred or suffered as a result of or arising out of (i) any breach of warranty or inaccurate or erroneous representation made by Purchaser in this Agreement, (ii) any breach of a covenant, or failure to perform or observe any duty, made or to be performed by Purchasers pursuant to this Agreement, (iii) the operation of the Acquired Company on or after the Effective Date, except if such Damages were caused, directly or indirectly, by a breach of Sellers’ representations or covenants herein, or (iv) any claim, liability or obligation to any employee of the Acquired Company in connection with his or her employment or termination of employment on or after the Effective Date by the Purchasers, except that Sellers may assert such claim if and only to the extent that the existence of such claim, liability or obligation to such employee is not also a breach of warranty or a breach of a covenant made by Sellers set forth in this Purchase Agreement, Seller . Sellers hereby agree that Sellers shall indemnify Buyer and its Affiliates and their respective not make any claim for indemnification against Purchasers or the Acquired Company by reason of the fact that Purchasers were directors, managers, officers, employees, agentsor agents of the Acquired Company prior to the Effective Date (whether such claim is for judgments, representativesdamages, successors and assigns (collectivelypenalties, the “Buyer Indemnified Parties”) againstfines, and shall hold the Buyer Indemnified Parties harmless from and againstcosts, any and all Liabilities, obligations, demands, claims, actions, causes of action, assessmentsamounts paid in settlement, losses, costs, damages, deficiencies, judgments, Taxes, fines or expenses (whether or not arising out of Third Party Claims), including interest, penalties, reasonable fees and expenses of attorneys, accountants and other consultants and experts and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (hereinafter referred to collectively as “Losses”) incurred or sustained byexpenses, or imposed uponotherwise and whether such claim is pursuant to any Law, the Buyer Indemnified Parties based upon or arising out of: (i) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article V of this Agreement; (ii) any breach by Seller ofcharter document, bylaw, agreement, or any failure by Seller to perform, any of its covenants or obligations under this Agreement; (iii) Fraud by Seller; or (iv) any Excluded Asset or Excluded Liabilityotherwise). (b) Subject to the terms, conditions and limitations set forth in this Agreement, Buyer shall indemnify Seller and its Affiliates and their respective directors, managers, officers, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) against, and shall hold the Seller Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnified Parties based upon or arising out of: (i) any inaccuracy in or breach of any of the representations and warranties made by Buyer in Article VI; (ii) any breach by Buyer of, or any failure by Buyer to perform, any of its covenants or obligations under this Agreement; (iii) any Assumed Liability; or

2Indemnification. (a) Subject From and after the Closing, subject to the termsother provisions of this Article VIII, conditions the Company Securityholders, severally and limitations set forth not jointly and, subject to Section 8.7(d), pro rata in this Agreementaccordance with each such Company Securityholder’s Pro Rata Share, Seller shall indemnify Buyer and its Affiliates and their respective directors, managers, officers, employees, agents, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) againstParent for, and shall defend and hold the Buyer Indemnified Parties Parent harmless from and against, any and all LiabilitiesLosses actually suffered, obligations, demands, claims, actions, causes of action, assessments, losses, costs, damages, deficiencies, judgments, Taxes, fines paid or expenses (whether or not arising out of Third Party Claims), including interest, penalties, reasonable fees and expenses of attorneys, accountants and other consultants and experts and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (hereinafter referred to collectively as “Losses”) incurred or sustained by, or imposed uponby Parent, the Buyer Indemnified Parties based upon Surviving Corporation, the Subsidiaries of Parent and the Company and their respective officers, directors, agents, attorneys and employees as a result of or arising out ofrelated to: (i) any inaccuracy in or breach of any of the representations or and warranties of Seller contained the Company set forth in Article V of this Agreement; (ii) any breach by Seller of, of any covenant or any failure by Seller to perform, any agreement of its covenants or obligations under the Company set forth in this Agreement; (iii) Fraud (1) any error in the Payment Schedule or (2) any Claim made by Sellera Company Securityholder against Parent, Merger Sub, the Surviving Corporation or any Acquired Entity (or any director or officer thereof) in connection with this Agreement or the Other Transaction Agreements or the transactions contemplated by this Agreement or the Other Transaction Agreements, except for any Claim for indemnification pursuant to Section 8.2(b); orand (iv) any Excluded Asset or Excluded LiabilityPre-Closing Tax Obligation, any Unpaid Company Expenses in excess of the Estimated Unpaid Company Expenses and 50% of any Transfer Taxes. (ba) Subject From and after the Closing, subject to the termsother provisions of this Article VIII, conditions and limitations set forth in this Agreement, Buyer Parent shall indemnify Seller and its Affiliates and the Company Securityholders, pro rata in accordance with their respective directorsPro Rata Share, managers, officers, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) againstfor, and shall defend and hold the Seller Indemnified Parties each of them harmless from and against, any and all Losses actually suffered, paid or incurred by the Company Securityholders and their respective officers, directors, agents, attorneys and employees (excluding the Company) as a result of or sustained by, or imposed upon, the Seller Indemnified Parties based upon or arising out ofrelated to: (i) any inaccuracy in or breach of any of the representations and warranties made by Buyer of Parent or Merger Sub set forth in Article VI;this Agreement; and (ii) any breach by Buyer of, of any covenant or any failure by Buyer to perform, any agreement of its covenants Parent or obligations under Merger Sub set forth in this Agreement; (iii) any Assumed Liability; or.