Common use of ERISA Indemnification Clause in Contracts

ERISA Indemnification. Sellers shall indemnify and hold harmless Buyer in respect of any and all Losses resulting from or relating to each of the following: (1) any Plan and any other "employee benefit plan" within the meaning of Section 3(3) of ERISA maintained by Sellers or any trade or business (whether or not incorporated) under control or treated as a single employer with Sellers under Section 414(b), (c), (m) or (o) of the Code ("ERISA AFFILIATE") or to which Sellers or any ERISA Affiliate contributed or is obligated to contribute thereunder, including any multiemployer plan, including any liability (i) to the PBGC under Title IV of ERISA; (ii) relating to a multiemployer plan; (iii) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (iv) with respect to any non-compliance with ERISA or any other applicable laws; or (v) with respect to any suit, proceeding or claim which is brought against Buyer; (2) the employment, termination of employment, including a constructive termination, or failure to employ by Sellers of any individual (including, but not limited to, any employee of Sellers engaged in the operations of the Business) attributable to any actions or inactions prior to the Closing Date, including, without limitation, with respect to any liabilities arising under WARN; and (3) any claims by any employee of Sellers engaged in the operations of the Business for workers compensation and medical benefits relating to such workers compensation incurred after the Closing to the extent the same relate to an injury or illness originating prior to the Closing. Indemnification under this Section 11.E shall not be subject to any deductible or cap, and this indemnification provision shall survive until the period in which it is no longer possible for an employee or a third party to bring a claim relating to the matters covered in this Section 11.E under the applicable statute of limitations period.

ERISA Indemnification. Without limiting the generality of any of the foregoing, Sellers shall shall, jointly and severally, indemnify and hold harmless Buyer in respect of Indemnities, from and against any and all Losses Damages resulting from or relating to each any claims of governmental entities, employees or other third parties relating to or arising out of any of the following: (1i) any Plan and Employee Benefit Plan, maintained by, contributed to, or obligated to contribute to, at any other "employee benefit plan" within time, by any Seller, Young Ones, the meaning of Section 3(3) of ERISA maintained by Sellers or any trade or business (whether or not incorporated) under control or treated as a single employer with Sellers under Section 414(b)Company, (c), (m) or (o) of the Code ("ERISA AFFILIATE") or to which Sellers or any ERISA Affiliate contributed or is obligated Affiliate, with respect to contribute thereunder, including any multiemployer plan, including any (A) liability (i) to the PBGC under Title IV of ERISA; (iiB) liability relating to a multiemployer plan; (iiiC) liability with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (ivD) liability with respect to any non-compliance with ERISA or any other applicable laws; or (vE) liability with respect to any suit, proceeding or claim which is brought against Buyer, any Employee Benefit Plan or any fiduciary or former fiduciary of any such Employee Benefit Plan; (2ii) the employment, employment or termination of employment, including a constructive termination, by any Seller, the Company or failure to employ by Sellers any of their Affiliates of any individual (including, but not limited to, any employee of Sellers engaged in any Seller, the operations Company or any of the Businesstheir Affiliates) attributable to any actions or inactions occurring prior to the Closing Date, including, without limitation, with respect to any liabilities arising under WARN; andClosing; (3iii) any claims by any employee of Sellers engaged in any Seller, the operations Company or any of the Business their Affiliates for workers workers' compensation and and/or related medical benefits relating to such workers compensation incurred after the Closing to the extent the same which relate to an any injury or illness originating prior to the Closing. Indemnification under this Section 11.E shall not be subject to any deductible or cap, and this indemnification provision shall survive until the period in which it is no longer possible for an employee or a third party to bring a claim relating to the matters extent not covered by insurance; (iv) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of the termination or dismissal (including constructive termination or dismissal), by the Company or any of its Affiliates of any or all Employees of the Company on or prior to the Closing Date; and (v) any claim of discrimination against the Company or any of its Affiliates in hiring, management or termination or dismissal of any individual or group of individuals by the Company or any of its Affiliates (including constructive termination or dismissal) which (A) occurred or is alleged to have occurred prior to the Closing, or (B) in connection with transactions contemplated by this Section 11.E under the applicable statute of limitations periodAgreement.

ERISA Indemnification. Sellers Seller shall indemnify and hold harmless Buyer Purchaser and its Affiliates (including after the Closing, Finance Company ) and in respect of each case their respective directors, officers, employees and agents, from and against any and all Losses Damages resulting from or relating to each of the following: (1i) any Employee Benefit Plan and maintained by, contributed to, or obligated to contribute to, at any other "employee benefit plan" within the meaning of Section 3(3) of ERISA maintained time, by Sellers or any trade or business (whether or not incorporated) under control or treated as a single employer with Sellers under Section 414(b)Seller, (c)X.X. Xxxxxxx, (m) or (o) of the Code ("ERISA AFFILIATE") or to which Sellers Finance Company, or any ERISA Affiliate contributed or is obligated to contribute thereunderAffiliate, including any multiemployer planincluding, including any but not limited to, (A) liability (i) to the PBGC under Title IV of ERISA; (iiB) liability relating to a multiemployer planMultiemployer Plan; (iiiC) liability with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (ivD) liability with respect to any post-employment or welfare benefits under any Parent Benefit Plans, (E) liability with respect to any non-compliance with ERISA or any other applicable laws; or (vF) liability with respect to any suit, proceeding or claim which is brought against Buyerthe Purchaser, any Parent Benefit Plan or any fiduciary or former fiduciary of any such Parent Benefit Plan; (2ii) the employment, failure to employ, or termination of employment, including a constructive termination, by Seller, X.X. Xxxxxxx, Finance Company or failure to employ by Sellers any of their Affiliates of any individual (including, but not limited to, any employee of Sellers engaged in the operations Seller, X.X. Xxxxxxx, Finance Company or any of the Businesstheir Affiliates) attributable to any actions or inactions (A) prior to the Closing Date, including, without limitation, or (B) in connection with respect to any liabilities arising under WARN; andthe transactions contemplated by this Agreement; (3iii) any claims by any employee of Sellers engaged in the operations Seller, X.X. Xxxxxxx, Finance Company or any of the Business their Affiliates for workers workers' compensation and and/or related medical benefits relating to such workers compensation incurred after the Closing to the extent the same which relate to an injury or illness originating prior to the Closing. Indemnification under this Section 11.E shall ; (iv) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of the termination or dismissal (including constructive termination or dismissal), by Seller, X.X. Xxxxxxx, Finance Company or any of their Affiliates of any or all Finance Company Employees (whether or not be subject to any deductible constituting Transferred Employees) on or cap, and this indemnification provision shall survive until the period in which it is no longer possible for an employee or a third party to bring a claim relating prior to the matters covered Closing Date; (v) any claim of discrimination against Seller, X.X. Xxxxxxx, Finance Company or any of its Affiliates in hiring (and failure to hire), management or termination or dismissal of any individual or group of individuals by them or any of their Affiliates (including constructive termination or dismissal) which (A) occurred or is alleged to have occurred prior to the Closing, or (B) in connection with transactions contemplated by this Section 11.E under Agreement (other than in connection with the applicable statute selection by Purchaser of limitations periodthe Finance Company Employees listed on Schedule 5.5(a); and (vi) any claims by or in respect of any current or former independent contractors employed in connection with the Finance Company, including any Damages resulting from the characterization of any such individual as an employee, if the basis for such claims arose prior to the Closing Date.

ERISA Indemnification. Sellers Without limiting the generality of any of the foregoing, Seller shall indemnify and hold harmless Buyer in respect of Indemnities, from and against any and all Losses Damages resulting from or relating to each any claims of governmental entities, employees or other third parties relating to or arising out of the followingfollowing relating to any period prior to the Closing: (1i) any Plan and any other "employee benefit plan" within Employee Benefit Plan, maintained by, contributed to, or obligated to contribute to by Seller, the meaning of Section 3(3) of ERISA maintained by Sellers or any trade or business (whether or not incorporated) under control or treated as a single employer with Sellers under Section 414(b)Companies, (c), (m) or (o) of the Code ("ERISA AFFILIATE") or to which Sellers or any ERISA Affiliate contributed or is obligated Affiliate, with respect to contribute thereunder, including any multiemployer plan, including any (A) liability (i) to the PBGC under Title IV of ERISA; (iiB) liability relating to a multiemployer plan; (iiiC) liability with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (ivD) liability with respect to any non-compliance with ERISA or any other applicable laws; or (vE) liability with respect to any suit, proceeding or claim which is brought against Buyer, any Employee Benefit Plan or any fiduciary or former fiduciary of any such Employee Benefit Plan; (2ii) the employment, employment or termination of employment, including a constructive termination, by Seller, the Companies or failure to employ by Sellers any of their Affiliates of any individual (including, but not limited to, any employee of Sellers engaged in Seller, the operations Companies or any of the Businesstheir Affiliates) attributable to any actions or inactions occurring prior to the Closing Date, including, without limitation, with respect to any liabilities arising under WARN; andClosing; (3iii) any claims by any employee of Sellers engaged in Seller, the operations Companies or any of the Business their Affiliates for workers workers' compensation and and/or related medical benefits relating to such workers compensation incurred after the Closing to the extent the same which relate to an any injury or illness originating during their employment by Seller, the Companies or any of the Affiliates; (iv) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of the termination or dismissal (including constructive termination or dismissal), by the Companies or any of its Affiliates of any or all Employees of the Companies prior to the Closing. Indemnification under this Section 11.E shall not be subject ; and (v) any claim of discrimination against the Companies or any of its Affiliates in hiring, management or termination or dismissal of any individual or group of individuals by the Companies or any of its Affiliates (including constructive termination or dismissal) which occurred or is alleged to have occurred during their employment by Seller, the Companies or any deductible or cap, and this indemnification provision shall survive until the period in which it is no longer possible for an employee or a third party to bring a claim relating to the matters covered in this Section 11.E under the applicable statute of limitations periodtheir Affiliates.

ERISA Indemnification. Sellers Following the Closing, the Seller shall indemnify and hold harmless Buyer in respect of all Purchaser Indemnified Parties from and against any and all Losses Damages suffered or incurred by any of them resulting from from, arising out of, based on or relating to each of the followingto: (1i) any Seller Benefit Plan and any other "employee benefit plan" within Seller Title IV Plan including any Multiemployer Plan, maintained or contributed to, at any time, by the meaning of Section 3(3) of ERISA maintained by Sellers Seller, IOS Capital or any trade or business (whether or not incorporated) under control or treated as a single employer with Sellers under Section 414(b)ERISA Affiliate, (c), (m) or (o) of the Code ("ERISA AFFILIATE") or to which Sellers or any ERISA Affiliate contributed or of the foregoing Persons is obligated to contribute thereunder, including at any multiemployer plan, including any liability (i) to the PBGC under Title IV of ERISA; time; (ii) relating to a multiemployer plan; (iii) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (iv) with respect to any non-compliance with ERISA employment or any other applicable laws; or (v) with respect to any suit, proceeding or claim which is brought against Buyer; (2) the employment, termination of employment, including a constructive termination, termination or failure to employ employ, by Sellers the Seller or IOS Capital, of any individual (including, but not limited to, including any employee of Sellers engaged in the operations of the BusinessSeller or IOS Capital) attributable to any actions or inactions prior to the Closing Date, including, without limitation, with respect to any liabilities arising under WARN; andClosing; (3iii) any claims by any employee of Sellers engaged the Business or any Governmental Entity against the Purchaser for any statutory violation in respect of its hiring practices based upon any exclusion by the operations Seller of any employee of the Business from Schedule 1.01(j); (iv) any claims by any employee of any of the Seller or IOS Capital for workers workers’ compensation and and/or related medical benefits relating to such workers compensation incurred made or asserted after the Closing to the extent the same Closing, but which result from, arise out of, are based on or relate to an injury or illness originating that occurred prior to the Closing. Indemnification under this Section 11.E shall not be subject to ; or (v) WARN or any deductible other statutory or capcommon law or civil law notice, and this indemnification provision shall survive until severance pay, termination pay in lieu thereof or Damages arising as a result of the period in which it is no longer possible for an employee termination or a third party to bring a claim relating dismissal (including constructive termination or dismissal), by the Seller or IOS Capital of any or all employees of the Business on or prior to the matters covered Closing, provided that the Seller shall be deemed not to be in breach of this Section 11.E under covenant to the applicable statute extent that any such requirements result solely from the aggregation of limitations periodthe termination or dismissal (including constructive termination or dismissal) of Transferred Employees by the Purchaser following the Closing with the termination or dismissal (including constructive termination or dismissal) of employees of the Business by the Seller or IOS Capital on or prior to the Closing.