Common use of Certain Other Indemnity Matters Clause in Contracts

Certain Other Indemnity Matters. In the absence of fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8, following the Closing the sole and exclusive remedies of any Parent Indemnitee and any Company Indemnitee as against any Person from and after the Closing with respect to any and all claims of any kind whatsoever relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 9. In furtherance of the foregoing, (in the absence of fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8) following the Closing each of the parties hereto waives, to the fullest extent permitted under applicable law, and agrees not to assert and to cause each of the other Parent Indemnitees and Company Indemnitees, as applicable not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements) it may now or hereafter have against any party hereto and any of their respective Affiliates and their respective members, partners, shareholders, officers, directors, employees, agents and representatives and their respective Affiliates relating to the subject matter of this Agreement, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article 9. In no event shall any party be liable for loss of profits or consequential or punitive or incidental damages by reason of a breach of any representation, warranty, covenant or other provision contained in this Agreement or in any Schedule or certificate delivered pursuant hereto; provided, however, to the extent a third party is awarded any lost profits, consequential or punitive or incidental damage, the Parent Indemnitees will be permitted to recover such damages as Losses under this Article 9. Following the Closing all parties (including the Surviving Corporation) shall take all reasonable steps to mitigate all such losses or damages as required under the laws of the State of Washington.

Certain Other Indemnity Matters. In the absence of fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8, following the Closing the The sole and exclusive remedies of any Parent Indemnitee and any Company Indemnitee Indemnitees as against any Person Company Equityholder from and after the Closing with respect to any and all claims of any kind whatsoever relating to the subject matter breaches of representations and warranties under this Agreement or in any Letter of Transmittal shall be pursuant to the indemnification provisions set forth in this Article 9Section 9 and the Indemnity Escrow Amount, except in connection with any claim of fraud. In furtherance of the foregoing, (in the absence of fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8) following the Closing each of the parties hereto Parent hereby waives, to the fullest extent permitted under applicable law, and agrees not to assert and to cause each of the other Parent Indemnitees and Company Indemnitees, as applicable not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action it may now or hereafter have against any party hereto and any of their respective Affiliates and their respective members, partners, stockholders, officers, directors, employees, agents and representatives and their respective Affiliates relating to breaches of representations and warranties in this Agreement or in any Letter of Transmittal, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Section 9 (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements) it may now or hereafter have against in connection with any party hereto and any claim of their respective Affiliates and their respective members, partners, shareholders, officers, directors, employees, agents and representatives and their respective Affiliates relating to the subject matter of this Agreement, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article 9fraud. In no event shall any party be liable for loss of profits or consequential or punitive or incidental damages by reason of a breach of any representation, warranty, covenant or other provision contained in this Agreement or in any Schedule or certificate or other agreement delivered pursuant hereto; provided, however, . Any and all expenses incurred by the Shareholder Representative in connection with claims for indemnification under this Section 9 shall be paid exclusively from and limited to the extent a third party is awarded any lost profits, consequential or punitive or incidental damage, the Parent Indemnitees will be permitted to recover such damages as Losses under this Article 9. Following the Closing all parties (including the Surviving Corporation) shall take all reasonable steps to mitigate all such losses or damages as required under the laws of the State of WashingtonIndemnity Escrow Amount.

Certain Other Indemnity Matters. In the absence of Except with respect to §§ 2.9, 5.1, and 5.6 and except with respect to claims relating to fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7misrepresentation, 2.11.2 and 9.8, following the Closing the sole and exclusive remedies of any Parent each Seller Indemnitee and any Company each Buyer Indemnitee as against any Person from and after the Closing with respect to any and all claims of any kind whatsoever relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 9§6. In furtherance of and subject to the foregoing, (in the absence of fraud or intentional misrepresentation Seller, Buyer, and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8) following the Closing each of the parties hereto waivesBuyer Parent hereby waive, to the fullest extent permitted under applicable law, and agrees agree not to assert and to cause each of the other Parent Seller Indemnitees and Company Indemnitees, as applicable Buyer Indemnitees not to assert in any action Action or proceeding of any kind, any and all rights, claims and causes of action (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements) it may now or hereafter have against any party hereto Party and any of their respective Affiliates and their respective members, partners, shareholdersstockholders, officers, directors, employees, agents and representatives and their respective Affiliates relating to the subject matter of this Agreement, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article 9. In no event shall §6 (including any party be liable for loss such rights, claims or causes of profits action arising under or consequential or punitive or incidental damages by reason of a breach of any representation, warranty, covenant based upon common law or other provision contained in Legal Requirements). Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Agreement or in any Schedule or certificate delivered pursuant hereto; provided§6, howeverthe Indemnifying Party shall be subrogated, to the extent a third party is awarded of such payment, to any lost profits, consequential or punitive or incidental damage, rights which the Parent Indemnitees will be permitted Indemnified Party may have against other Persons with respect to recover the subject matter underlying such damages as Losses under this Article 9indemnification claim. Following the Closing all parties (including the Surviving Corporation) The Parties shall take all reasonable steps to mitigate all such losses Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses with respect to which indemnification may be requested hereunder. Any insurance proceeds and Tax Benefits actually received or damages as required realized by an Indemnified Party (or an Affiliate of an Indemnified Party) after indemnification shall have been made to such Indemnified Party hereunder that were not given effect, pursuant to the definition of “Loss”, in determining the amount of such Loss, up to the amount of such Loss, shall be refunded to the Indemnifying Party by the Indemnified Party. To the extent permitted under applicable Legal Requirements, any and all payments or offsets pursuant to this §6 shall be deemed for Tax purposes to be adjustments to the laws of the State of WashingtonPurchase Price.

Certain Other Indemnity Matters. In the absence of Except with respect to §7.1, and except with respect to claims relating to fraud or intentional misrepresentation and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7misrepresentation, 2.11.2 and 9.8, following the Closing the sole and exclusive remedies of any Parent each Seller Indemnitee and any Company each Buyer Indemnitee as against any Person from and after the Closing with respect to any and all claims of any kind whatsoever relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article 9§8. In furtherance of and subject to the foregoing, (in the absence of fraud or intentional misrepresentation Seller, Buyer, and without limiting the provisions contemplating the payment of the Adjustment Deficit under Section 2.6.7 and the payment of costs and expenses contemplated by Sections 2.6.7, 2.11.2 and 9.8) following the Closing each of the parties hereto waivesBuyer Parent hereby waive, to the fullest extent permitted under applicable law, and agrees agree not to assert and to cause each of the other Parent Seller Indemnitees and Company Indemnitees, as applicable Buyer Indemnitees not to assert in any action Action or proceeding of any kind, any and all rights, claims and causes of action (including any such rights, claims or causes of action arising under or based upon common law or other Legal Requirements) it may now or hereafter have against any party hereto Party and any of their respective Affiliates and their respective members, partners, shareholdersstockholders, officers, directors, employees, agents and representatives and their respective Affiliates relating to the subject matter of this Agreement, other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article 9. In no event shall §8 (including any party be liable for loss such rights, claims or causes of profits action arising under or consequential or punitive or incidental damages by reason of a breach of any representation, warranty, covenant based upon common law or other provision contained in Legal Requirements). Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Agreement or in any Schedule or certificate delivered pursuant hereto; provided§8, howeverthe Indemnifying Party shall be subrogated, to the extent a third party is awarded of such payment, to any lost profits, consequential or punitive or incidental damage, rights which the Parent Indemnitees will be permitted Indemnified Party may have against other Persons with respect to recover the subject matter underlying such damages as Losses under this Article 9indemnification claim. Following the Closing all parties (including the Surviving Corporation) The Parties shall take all reasonable steps to mitigate all such losses Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses with respect to which indemnification may be requested hereunder. Any insurance proceeds and Tax Benefits actually received or damages as required realized by an Indemnified Party (or an Affiliate of an Indemnified Party) after indemnification shall have been made to such Indemnified Party hereunder that were not given effect, pursuant to the definition of “Loss”, in determining the amount of such Loss, up to the amount of such Loss, shall be refunded to the Indemnifying Party by the Indemnified Party. To the extent permitted under applicable Legal Requirements, any and all payments or offsets pursuant to this §8 shall be deemed for Tax purposes to be adjustments to the laws of the State of WashingtonPurchase Price.