Common use of Buyer’s Agreement to Indemnify Clause in Contracts

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.

Buyer’s Agreement to Indemnify. Subject to Upon the terms and subject to the conditions set forth herein, from and after the Closingof this Article XI, 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 in any certificate delivered by or on behalf of the Closing as though such representations and warranties were made at and as Buyer hereunder; (b) a breach of the Closing any covenant of Buyer contained in this Agreement (except to the extent that any such representations and warranties are made as other than a breach of a specified date, then as of such dateBuyer’s covenants set forth in Section 6.1(e), or (b)-any breach which shall be governed by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation the terms of Buyer or Parent in this Agreement, or Section 6.1(e)); (c) any suitliability or obligation of the Company, actionthe Division Subsidiaries, or other proceeding brought by the Division to the extent relating to the operation of the Business prior to the Closing (to the extent reflected in the Year-End Pro Forma Financial Statements, disclosed in the Disclosure Letter, or incurred in the ordinary course of business after January 1, 2007) or the operation of the Business after the Closing, but excluding any person liability or obligation or Damages arising out of or relating to (i) the matters Retained Litigation, (ii) the Unrelated Liabilities, (iii) any breach of representation, warranty or covenant by Seller and/or (iv) any other matter for which Seller has agreed to indemnify Buyer (collectively, "Division Liabilities"); (d) any liability or obligation resulting from any Guaranty referred to in this Section 8.3 2.5 hereof to the extent arising or (d) incurred after the Closing including under (i) any Guaranty referred to in Section 2.5 hereof for which Buyer shall not have caused itself to be substituted in all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid respects for Seller as of the Closing due to any Employee Closing, and (ii) any claims ofliability or obligation under a Backup Guaranty to Seller; or (e) any liability for any Indebtedness included in the Indebtedness Adjustment Amount (collectively, 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"Seller Claims").

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.

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").

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