Common use of General Indemnification by Purchaser Clause in Contracts

General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller and its Affiliates and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from any liability arising out of or relating to (i) the Business (including the ownership or operation thereof and, subject to the terms of Section 1.07, including, for the avoidance of doubt, the Dubai Business during the Deferred Period), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, other than any Loss for which the Purchaser Indemnitees are entitled to indemnification under Section 8.01(a), (ii) any Transferred Assets, (iii) any Assumed Liabilities and (iv) any Transferred HR Liabilities.

Appears in 1 contract

Samples: Equity Purchase Agreement (Valvoline Inc)

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General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller and its Affiliates and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from any liability arising out of or relating to to: (i) the Business or a Transferred Asset (including the ownership or operation thereof and, subject to the terms of Section 1.07, including, for the avoidance of doubt, the Dubai Business during the Deferred Period)thereof) or an Assumed Liability, whether any such liability arises before or after Closing, is known or unknown or is contingent or accruedaccrued (other than, other than in each case, any Loss for which the Purchaser Indemnitees are entitled to indemnification under Section 8.01(aExcluded Liabilities), or (ii) any Transferred Assets, (iii) breach by Purchaser of any Assumed Liabilities and (iv) any Transferred HR Liabilitiescovenants or agreements contained herein that by their terms are to be performed in whole or in part after the Closing.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Martin Marietta Materials Inc)

General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller and its Affiliates and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from any liability arising out of or relating to (i) the Business (including the ownership or operation thereof and, subject to the terms of Section 1.07, including, for the avoidance of doubt, the Dubai Business during the Deferred Periodthereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, other than any Loss for which the Purchaser Indemnitees are entitled to indemnification under Section 8.01(a), (ii) any Transferred Assets, (iii) any Assumed Liabilities and (iv) any Transferred HR Liabilities.

Appears in 1 contract

Samples: Equity Purchase Agreement (Valvoline Inc)

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General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller and its Affiliates and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from any liability arising out of or relating to (i) the Business (including the ownership or operation thereof and, subject to the terms of Section 1.07, including, for the avoidance of doubt, the Dubai Business during the Deferred Periodthereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, other than any Loss liability expressly retained by Seller pursuant to the terms of this Agreement (including, for which the Purchaser Indemnitees are entitled to indemnification under Section 8.01(a)avoidance of doubt, (ii) any Transferred Assets, (iii) any Assumed the Excluded Liabilities and (iv) any Transferred HR Liabilitiesliability arising out of the Excluded Assets).

Appears in 1 contract

Samples: Equity Purchase Agreement (ZimVie Inc.)

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