Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Buyer and Parent shall indemnify and hold harmless Seller and its affiliates (it being understood that Company shall not be considered an affiliate of Seller and shall not be entitled to indemnification hereunder), agents and representatives and their successors and assigns (collectively, the "Seller Indemnitees") from and against all Damages asserted against or incurred by any Seller Indemnitee as a result of or arising out of (a)-a breach of or inaccuracy in any representation or warranty contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation of Buyer or Parent in this Agreement, or (c) any suit, action, or other proceeding brought by any person arising out of the matters referred to in this Section 8.3 or (d) (i) all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to any act or failure to act by Buyer or Company to the extent arising from the employment, discharge, layoff or termination of any Employee after the Closing.
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Samples: Stock Purchase Agreement, Stock Purchase Agreement (Selas Corp of America)
Buyer’s Agreement to Indemnify. Subject to Upon the terms and subject to the conditions set forth hereinof this Article XI, from and after the ClosingClosing Date, Buyer and Parent shall indemnify indemnify, defend and hold harmless Seller, its Affiliates and their respective officers, directors, and employees (“Seller and its affiliates (it being understood that Company shall not be considered an affiliate of Seller and shall not be entitled to indemnification hereunderIndemnified Parties”), agents and representatives and their successors and assigns (collectively, the "Seller Indemnitees") from and against all Damages asserted against against, resulting to, imposed upon or incurred by any Seller Indemnitee as a result Indemnified Parties by reason of or arising out of from: (a)-a a) a breach of or inaccuracy in any representation or warranty of Buyer contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer certificate delivered hereunder; (b) a breach of any covenant or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation agreement of Buyer or Parent contained in this Agreement, Agreement or any certificate delivered hereunder; (c) any suitliability or obligation of the Company, actionthe Division Entities or the Division other than the Retained Litigation, Unrelated Liabilities, Pre-Closing Taxes, or any other proceeding brought liability for which Seller has agreed to indemnify Buyer or the existence of which is a breach of Seller’s representations and warranties under this Agreement; (d) any liability or obligation resulting from any Guaranty made by any person arising out of the matters Buyer or its Affiliates referred to in this Section 8.3 or (d) (i) all salaries2.5 hereof, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to any act or failure to act by Buyer or Company to the extent arising from the employment, discharge, layoff or termination of any Employee incurred after the Closing; (e) any liability or obligation resulting from any Guaranty referred to in Section 2.5 hereof for which Buyer shall not have caused itself or one of its Affiliates to be substituted in all respects for Seller, effective as of the Closing; (f) any liability for any Capitalized Lease Indebtedness or Earn-Out Indebtedness; (g) any Excess Restructuring Costs, or (h) the costs of enforcing any Seller Indemnified Party’s rights hereunder (collectively, “Seller Claims”).
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Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer and Parent shall indemnify and hold harmless Seller and its affiliates (it being understood that Company shall not be considered an affiliate each of Seller and shall not be entitled to indemnification hereunder)Seller's managers, partners, employees, Affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "“Seller Indemnitees"”) from and against all Damages asserted against liability, demands, claims, actions or causes of action, assessments, damages, costs and expenses (including costs of investigation and reasonable attorneys' fees and expenses, but excluding all punitive, incidental, indirect, special or consequential damages (unless payable to a third party)) (collectively, the “Seller Damages”) actually incurred by any Seller Indemnitee as a result of or arising out of:
i. the failure of (a)-a breach of or inaccuracy in any representation or warranty contained of Buyer made to Seller set forth in Article IV of this Agreement when made or at any Ancillary Agreement to be true and correct as of the Closing as though such representations and warranties were date made at and as of the Closing (except Closing;
ii. a breach of any covenant of Buyer in this Agreement that contemplates performance or compliance on or prior to the extent that Closing Date;
iii. a breach of any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation covenant of Buyer or Parent any Buyer Subsidiary set forth in this AgreementAgreement or any Ancillary Agreement that contemplates performance or compliance after the Closing Date;
iv. the Assumed Liabilities; v. any accounting, or (c) any suittransactional, action, brokerage or other proceeding brought by any person arising out expenses relating to the negotiation and consummation of the matters referred to transactions contemplated in this Section 8.3 Agreement by or (d) (i) all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to any act or failure to act by Buyer or Company to the extent arising from the employment, discharge, layoff or termination of any Employee after the Closing.Buyer; or
Appears in 1 contract
Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer and Parent shall indemnify and hold harmless Seller and its affiliates (it being understood that Company shall not be considered an affiliate each of Seller and shall not be entitled to indemnification hereunder)Seller’s managers, partners, employees, Affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "“Seller Indemnitees"”) from and against all Damages asserted against liability, demands, claims, actions or causes of action, assessments, damages, costs and expenses (including costs of investigation and reasonable attorneys’ fees and expenses, but excluding all punitive, incidental, indirect, special or consequential damages (unless payable to a third party)) (collectively, the “Seller Damages”) actually incurred by any Seller Indemnitee as a result of or arising out of:
(i) the failure of (a)-a breach of or inaccuracy in any representation or warranty contained of Buyer made to Seller set forth in Article IV of this Agreement when made or at any Ancillary Agreement to be true and correct as of the Closing as though such representations and warranties were date made at and as of the Closing Closing;
(except ii) a breach of any covenant of Buyer in this Agreement that contemplates performance or compliance on or prior to the extent that Closing Date;
(iii) a breach of any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation covenant of Buyer or Parent any Buyer Subsidiary set forth in this Agreement, Agreement or any Ancillary Agreement that contemplates performance or compliance after the Closing Date;
(civ) the Assumed Liabilities;
(v) any suitaccounting, actiontransactional, brokerage or other proceeding brought expenses relating to the negotiation and consummation of the transactions contemplated in this Agreement by or on behalf of Buyer; or
(vi) any person claims of third parties (including any Governmental Authorities) and related to or arising out acts or omissions that occur post-Closing in connection with the Timberlands (“Post-Closing Third Party Claims”). For purposes of the matters referred to indemnity set forth in this Section 8.3 or (d7.3(a)(i) (i) all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) above, the existence and extent of any claims offailure or breach shall be determined without reference to any materiality qualifiers (“Material Adverse Effect,” “in all material respects” and similar qualifiers) contained in the text of the applicable representation, warranty or damages covenant. If any matter could be asserted as an indemnification claim under one or penalties sought bymore of the clauses set forth above in this paragraph (a), the Seller Indemnitees shall be free to pick and choose the clauses under which they assert such claim, and may assert such claim under multiple clauses, but will not be entitled to collect multiple recoveries for the same underlying matter.
(b) Seller agrees that, except as provided in Sections 11.13 and 11.14, the indemnification provided in this Section 7.3 is the exclusive remedy after the Closing Date for a breach by Buyer of any Employee, representation or warranty or covenant contained in this Agreement or any governmental entity on behalf Ancillary Agreement and is in lieu of any and all other rights and remedies which Seller may have under this Agreement or concerning any Employee, Ancillary Agreement or otherwise for monetary relief or equitable relief with respect to Sections 7.3(a)(i) through (vi) above.
(c) Buyer’s obligations to indemnify the Seller Indemnitees pursuant to Section 7.3(a) hereof are subject to the following limitations:
(i) No indemnification shall be made by Buyer with respect to any act claim made pursuant to Section 7.3(a)(i) or failure Section 7.3(a)(ii) (excluding pre-Closing covenants relating to act adjustments to the Purchase Price) unless the aggregate amount of Seller Damages under all claims made pursuant to Section 7.3(a)(i) or Section 7.3(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) exceeds the Basket Amount and, in such event, indemnification shall be made by Buyer or Company only to the extent arising from Seller Damages under the employmentapplicable provisions of this Agreement exceed, dischargein the aggregate, layoff the Basket Amount. Notwithstanding the foregoing, any claim for breach of the representations and warranties (and indemnity related thereto) in Sections 4.1, 4.2 and 4.3 will not be subject to the Basket Amount and any claim under Sections 7.3(a)(iii) - (vi) will not be subject to the Basket Amount.
(ii) In no event shall Buyer’s aggregate obligation to indemnify the Seller Indemnitees pursuant to Section 7.3(a)(i) or termination of any Employee Section 7.2(a)(ii) (excluding pre-Closing covenants relating to adjustments to the Purchase Price) exceed the Basic Cap. In no event will Buyer’s aggregate obligation to indemnify Seller Indemnitees under Section 7.3(a)(vi) with respect to Post-Closing Third Party Claims exceed the Third Party Claims Cap. In addition, after the Closing, all liabilities of Buyer to Seller Indemnitees under this Agreement including without limitation any indemnification obligation pursuant to this Section 7.3, shall not exceed, in the aggregate, the Overall Liability Cap.
(iii) Buyer shall be obligated to indemnify the Seller Indemnitees only for those claims giving rise to Seller Damages as to which the Seller Indemnitees have given Buyer written notice prior to the end of the Indemnity Claim Period, in the event that the Indemnity Claim Period applies to such Seller Damages. Any written notice delivered by a Seller Indemnitee to Buyer with respect to Seller Damages shall set forth, with as much specificity as is reasonably practicable, the basis of the claim for Seller Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.
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Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Buyer and Parent shall indemnify and hold harmless Seller and its affiliates (it being understood that Company Nippon Selas and XX Xxxxx shall not be considered an affiliate of Seller and shall not be entitled to indemnification by Buyer hereunder), agents and representatives and their successors and permitted assigns (collectively, the "Seller Indemnitees") from and against all Damages asserted against or incurred by any Seller Indemnitee as a result of or arising out of (a)-a a) a breach by Buyer of or inaccuracy in any representation or warranty by Buyer contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), or (b)-any b) any breach by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation of Buyer or Parent in this Agreement, including without limitation failure to pay, perform and discharge the Assumed Liabilities or any liability of Nippon Selas or XX Xxxxx, (c) any suit, actionbreach by Buyer of, or other proceeding brought any failure by any person arising Buyer to fully carry out of and perform the matters referred to in this Section 8.3 or Promissory Note, (d) (i) all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and Employee, (iie) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to any act or failure to act by Buyer or Company to the extent arising from the employment, discharge, layoff or termination of any Employee by Buyer after the Closing, and (f) Buyer's operation of the Business from and after the Closing Date.
Appears in 1 contract
Buyer’s Agreement to Indemnify. Subject to Upon the terms and subject to the conditions set forth hereinof this Article XI, from and after the ClosingClosing Date, Buyer and Parent shall indemnify indemnify, defend and hold harmless Seller, its Affiliates and their respective officers, directors, and employees ("Seller and its affiliates (it being understood that Company shall not be considered an affiliate of Seller and shall not be entitled to indemnification hereunderIndemnified Parties"), agents and representatives and their successors and assigns (collectively, the "Seller Indemnitees") from and against all Damages asserted against against, resulting to, imposed upon or incurred by any Seller Indemnitee as a result Indemnified Parties by reason of or arising out of from: (a)-a a) a breach of or inaccuracy in any representation or warranty of Buyer contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer certificate delivered hereunder; (b) a breach of any covenant or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation agreement of Buyer or Parent contained in this Agreement, Agreement or any certificate delivered hereunder; (c) any suitliability or obligation of the Company, actionthe Division Entities or the Division other than the Retained Litigation, Unrelated Liabilities, Pre-Closing Taxes, or any other proceeding brought liability for which Seller has agreed to indemnify Buyer or the existence of which is a breach of Seller's representations and warranties under this Agreement; (d) any liability or obligation resulting from any Guaranty made by any person arising out of the matters Buyer or its Affiliates referred to in this Section 8.3 or (d) (i) all salaries2.5 hereof, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to any act or failure to act by Buyer or Company to the extent arising from the employment, discharge, layoff or termination of any Employee incurred after the Closing; (e) any liability or obligation resulting from any Guaranty referred to in Section 2.5 hereof for which Buyer shall not have caused itself or one of its Affiliates to be substituted in all respects for Seller, effective as of the Closing; (f) any liability for any Capitalized Lease Indebtedness or Earn-Out Indebtedness; (g) any Excess Restructuring Costs, or (h) the costs of enforcing any Seller Indemnified Party's rights hereunder (collectively, "Seller Claims").
Appears in 1 contract
Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer and Parent shall indemnify indemnify, defend and hold harmless Seller Sellers and its affiliates (it being understood that Company shall not be considered an affiliate of Seller their Affiliates and shall not be entitled to indemnification hereunder)their respective directors, officers, employees, agents and representatives and their successors and assigns (collectively, the "Seller Sellers Indemnitees") from and against all Losses and Damages asserted against or incurred by any Seller Sellers Indemnitee (collectively "Sellers Damages") as a result of or arising out of (a)-a i) a breach of or inaccuracy in any representation or warranty contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation of Buyer or Parent contained in this Agreement, or (c) any suit, action, or other proceeding brought by any person arising out of the matters referred to in this Section 8.3 or (d) (i) all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) a breach of any claims of, agreement or damages or penalties sought by, any Employee, or any governmental entity on behalf covenant of or concerning any Employee, Buyer in this Agreement (other than with respect to matters relating to Taxes for which indemnification will be provided exclusively in accordance with Section 6.9) or any act or failure to act by Buyer or Company Ancillary Agreement subject to the extent arising from terms, conditions and damage limitations therein, (iii) any claim made by any Affected Employee related to the employmentbenefits accrued by such Affected Employee under the Revlon Savings Plan prior to the Closing Date provided that the assets attributable to the account balance of such Affected Employee have been transferred to the Buyer pursuant to the provisions of Section 6.8(c) hereof, discharge, layoff or termination (iv) any claim made by any Affected Employee related to the benefits accrued by such Affected Employee under the Sellers UAW DB Plan prior to the Closing Date provided that the assets attributable to the accrued benefit of any Employee after the Closing.such 118
Appears in 1 contract
Samples: Purchase Agreement (Revlon Inc /De/)
