Common use of General Indemnification by Purchaser Clause in Contracts

General Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify, protect, defend as provided in Section 6.4 and hold harmless Seller and Seller’s Affiliates, directors, officers and shareholders (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against any Damages arising from or in connection with any of the following (collectively referred to as “Seller Claims”): (a) the performance or non-performance under, the use or operation of, or the sale or distribution of the Permethrin Assets on and after the Closing; (b) liability for personal injury or damage to property relating to the Permethrin Products manufactured or sold by or on behalf of Purchaser after the Closing; (c) any other liability for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and (d) any material failure by Purchaser to perform or comply with any of its covenants or any material breach of, or material inaccuracy in, any of the representations and warranties of Purchaser contained in this Agreement. Except as otherwise expressly set forth in this Article VI, Purchaser’s obligations with respect to Seller Claims shall be limited by the following: (i) the amount which Purchaser shall be required to pay for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and (ii) Purchaser shall have no liability with respect to any Damages unless and until the aggregate amount of the Damages exceeds the sum of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIM.

General Indemnification by Purchaser. From (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnifyindemnify Seller against, protect, defend as provided in Section 6.4 and hold it harmless from, any Loss suffered or incurred by Seller and Seller’s Affiliatesits Affiliates and each of their respective officers, directors, officers employees, equityholders, agents and shareholders representatives (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against (other than any Damages 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 in connection with any of the following relating to (collectively referred to as “Seller Claims”): (ai) the performance Business (including the ownership or non-performance underoperation thereof and, subject to the terms of Section 1.07, including, for the avoidance of doubt, the use Dubai Business during the Deferred Period), whether any such liability arises before or operation ofafter Closing, is known or unknown or is contingent or accrued, other than any Loss for which the sale or distribution of the Permethrin Assets on Purchaser Indemnitees are entitled to indemnification under Section 8.01(a), (ii) any Transferred Assets, (iii) any Assumed Liabilities and after the Closing;(iv) any Transferred HR Liabilities. (b) Purchaser shall not be required to indemnify any Seller Indemnitee and shall not have any liability for personal injury or damage to property relating under Section 8.02(a) to the Permethrin Products manufactured extent the Loss arose from any breach of a representation, warranty, agreement or sold covenant made or to be performed by or on behalf of Purchaser after the Closing;Seller in this Agreement. (c) any other liability Except for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and (di) any material failure by Purchaser specific enforcement remedy to perform or comply with any of its covenants or any material breach which a party is entitled pursuant to Section 9.05, (ii) claims of, or material inaccuracy incauses of action arising from, any Actual Fraud, and (iii) claims arising from breach of the representations covenants and warranties agreements included in Section 1.07 (other than Section 1.07(c)), Article V or in any Transaction Agreement to be performed fully or in part following the Closing, Seller, on behalf of Purchaser contained in itself and each other Seller Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims relating to this Agreement. Except as otherwise expressly Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Seller, on behalf of itself and each other Seller Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contemplated by clauses (i), (ii) and (iii) of the immediately preceding sentence) it or any Seller Indemnitee may have against Purchaser or any of Purchaser’s Affiliates arising under or based upon this Agreement or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 8.02(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Seller Claims shall be limited by may have the following: (i) the amount which Purchaser shall be required right to pay pursue a claim for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and (ii) Purchaser shall have no liability indemnification under Article VIII with respect to any Damages unless and until facts or circumstances shall not operate to impair the aggregate application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Seller be entitled to receive indemnification for any Losses (or Taxes) to the extent the amount of such Losses (or Taxes) are reflected in the Damages exceeds calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the sum calculation of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTthe Final Closing Date Amount. Nothing in this Section 8.02 shall prevent any Purchaser Indemnitee from seeking recovery, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIMor recovering, under any R&W Insurance Policy.

General Indemnification by Purchaser. From (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnifyindemnify Seller against, protect, defend as provided in Section 6.4 and hold it harmless from, any Loss suffered or incurred by Seller and Seller’s Affiliatesits Affiliates and each of their respective officers, directors, officers employees, equityholders, agents and shareholders representatives (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against (other than any Damages 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 in connection with relating to the Business (including the ownership or operation thereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, other than any liability expressly retained by Seller pursuant to the terms of this Agreement (including, for the avoidance of doubt, the Excluded Liabilities and any liability arising out of the following (collectively referred to as “Seller Claims”): (a) the performance or non-performance under, the use or operation of, or the sale or distribution of the Permethrin Assets on and after the Closing;Excluded Assets). (b) Purchaser shall not be required to indemnify any Seller Indemnitee and shall not have any liability for personal injury or damage to property relating under Section 8.02(a) to the Permethrin Products manufactured extent the Loss arose as a result of any breach of a representation, warranty, agreement or sold covenant made or to be performed by or on behalf of Purchaser after the Closing;Seller in this Agreement. (c) any other liability Except for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and (di) any material failure by Purchaser specific enforcement remedy to perform or comply with any of its covenants or any material breach which a party is entitled pursuant to Section 9.05 and (ii) claims of, or material inaccuracy incauses of action arising from, Actual Fraud, Seller, on behalf of itself and each other Seller Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any of and all claims relating to this Agreement shall be pursuant to the representations and warranties of Purchaser contained in this Agreement. Except as otherwise expressly indemnification provisions set forth in this Article VIVIII. Notwithstanding the foregoing, Purchaser’s nothing contained in this Section 8.02(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Seller Claims shall be limited by may have the following: (i) the amount which Purchaser shall be required right to pay pursue a claim for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and (ii) Purchaser shall have no liability indemnification under Article VIII with respect to any Damages unless and until facts or circumstances shall not operate to impair the aggregate application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Seller be entitled to receive indemnification for any Losses (or Taxes) to the extent the amount of such Losses (or Taxes) are reflected in the Damages exceeds calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the sum calculation of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIMthe Final Closing Date Amount.

General Indemnification by Purchaser. From (a) Subject to the terms, conditions and limitations set forth in this Article XI, from and after the Closing, Purchaser shall indemnify(without duplication with respect to any other payment made pursuant to this Agreement) indemnify Seller against, protect, defend as provided in Section 6.4 and hold it harmless Seller from any Losses suffered or incurred by Seller, its Affiliates and Seller’s Affiliateseach of their respective officers, directors, officers employees, stockholders, agents and shareholders representatives (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against to the extent arising resulting from any Damages arising from breach of (i) any Purchaser Fundamental Representation in this Agreement or (ii) any Purchaser General Representation in this Agreement, but if and only to the extent that a Seller Indemnitee provides written notice of such breach (which notice shall describe the applicable breach in reasonable detail, include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the applicable Seller Indemnitee in connection therewith) to Purchaser prior to the Fundamental Representation Survival Date or the General Representation Survival Date, as applicable. (b) Notwithstanding anything to the contrary contained in Section 11.02(a), Purchaser shall not be required to indemnify any Seller Indemnitee and shall not have any liability under this Section 11.02 to the extent (i) any Loss arose in connection with any of the following (collectively referred action taken or omitted to as “be taken by a Seller Claims”): (a) the performance or non-performance under, the use or operation ofIndemnitee, or the sale (ii) any Loss arose in connection with any breach of a representation and warranty or distribution of the Permethrin Assets on and after the Closing; (b) liability for personal injury covenant made or damage to property relating to the Permethrin Products manufactured or sold be performed by or on behalf of Purchaser after the Closing;Seller under this Agreement. (c) any other liability Except for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and (di) any material failure by Purchaser specific enforcement or equitable remedy to perform which a Party is entitled pursuant to Section 12.11 or comply with any of its covenants or any material breach (ii) claims of, or material inaccuracy incauses of action arising from, Fraud, Seller, on behalf of itself and each other Seller Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any of and all claims relating to this Agreement shall be pursuant to the representations and warranties of Purchaser contained in this Agreement. Except as otherwise expressly indemnification provisions set forth in this Article VIXI. In furtherance of the foregoing, Seller, on behalf of itself and each other Seller Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contained in clauses (i) and (ii) of the immediately preceding sentence) that it or any Seller Indemnitee may have against Purchaser or any of Purchaser’s Affiliates arising under, or based upon, this Agreement or the Disclosure Schedules or the Transactions, in each case, except pursuant to this Article XI. Notwithstanding the foregoing, nothing contained in this Section 11.02(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Statement and the calculation of the Final Purchase Price pursuant to Section 1.04, and the fact that Seller Claims shall be limited by may have the following: (i) the amount which Purchaser shall be required right to pay pursue a claim for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and (ii) Purchaser shall have no liability indemnification under this Article XI with respect to any Damages unless and until facts or circumstances shall not operate to impair the aggregate amount application of the Damages exceeds the sum of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIMSection 1.04 in accordance with its terms.

General Indemnification by Purchaser. From (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the applicable Closing, Purchaser shall indemnifyindemnify Seller against, protect, defend as provided in Section 6.4 and hold it harmless from, any Loss suffered or incurred by Seller, any Seller Group Members and Seller’s Affiliateseach of their respective officers, directors, officers employees, equityholders, agents, and shareholders Representatives (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against (other than any Damages Loss relating to Taxes) to the extent arising or resulting from or in connection with any of the following relating to (collectively referred to as “Seller Claims”): (ai) the performance Business (including the ownership or operation, but not the sale, thereof), whether any such Liability arises before or after the applicable Closing, is known or unknown or is contingent or accrued, or (ii) any breach or non-performance underfulfillment of any Post-Closing Covenant to be performed by Purchaser or any of its Affiliates (including, after the Principal Closing, the use or operation ofCompany and the Company Subsidiaries, or the sale or distribution of the Permethrin Assets on and after the Subsequent Closing;, the Subsequent Transferred Company). (b) liability Except for personal injury (i) any specific enforcement remedy to which a party is entitled pursuant to Section 9.05 and (ii) claims of, or damage to property relating to the Permethrin Products manufactured or sold by or causes of action arising from, Actual Fraud, Seller, on behalf of Purchaser itself and each other Seller Indemnitee, agrees that its sole and exclusive remedy after the Closing; (c) applicable Closing with respect to any other liability for personal injury or damage and all claims relating to this Agreement shall be pursuant to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and (d) any material failure by Purchaser to perform or comply with any of its covenants or any material breach of, or material inaccuracy in, any of the representations and warranties of Purchaser contained in this Agreement. Except as otherwise expressly indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Seller, on behalf of itself and each other Seller Indemnitee, hereby waives, from and after the applicable Closing, any and all rights, claims, and causes of action (other than those expressly contemplated by clauses (i) and (ii) of the immediately preceding sentence) it or any Seller Indemnitee may have against Purchaser or any of Purchaser’s Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 8.02(b) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Seller Claims shall be limited by may have the following: (i) the amount which Purchaser shall be required right to pay pursue a claim for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and (ii) Purchaser shall have no liability indemnification under Article VIII with respect to any Damages unless and until facts or circumstances shall not operate to impair the aggregate application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Seller be entitled to receive indemnification for any Losses to the extent the amount of such Losses are reflected in the Damages exceeds calculation of Closing Working Capital, Closing Indebtedness and therefore reflected in the sum calculation of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIMthe Final Closing Date Amount.

General Indemnification by Purchaser. From (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnifyindemnify Seller against, protect, defend as provided in Section 6.4 and hold it harmless from, any Loss suffered or incurred by Seller and Seller’s Affiliatesits Affiliates and each of their respective officers, directors, officers employees, equityholders, agents and shareholders representatives (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against (other than any Damages 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 in connection with any of the following relating to (collectively referred to as “Seller Claims”): (ai) the performance or non-performance under, Business (including the use ownership or operation ofthereof), 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 sale or distribution of the Permethrin Assets on Purchaser Indemnitees are entitled to indemnification under Section 8.01(a), (ii) any Transferred Assets, (iii) any Assumed Liabilities and after the Closing;(iv) any Transferred HR Liabilities. (b) Purchaser shall not be required to indemnify any Seller Indemnitee and shall not have any liability for personal injury or damage to property relating under Section 8.02(a) to the Permethrin Products manufactured extent the Loss arose from any breach of a representation, warranty, agreement or sold covenant made or to be performed by or on behalf of Purchaser after the Closing;Seller in this Agreement. (c) any other liability Except for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and (di) any material failure by Purchaser specific enforcement remedy to perform or comply with any of its covenants or any material breach which a party is entitled pursuant to Section 9.05, (ii) claims of, or material inaccuracy incauses of action arising from, any Actual Fraud, and (iii) claims arising from breach of the representations covenants and warranties agreements included in Article V or in any Transaction Agreement to be performed fully or in part following the Closing, Seller, on behalf of Purchaser contained in itself and each other Seller Indemnitee, agrees that its sole and exclusive remedy after the Closing with respect to any and all claims relating to this Agreement. Except as otherwise expressly Agreement shall be pursuant to the indemnification provisions set forth in this Article VIVIII. In furtherance of the foregoing, Seller, on behalf of itself and each other Seller Indemnitee, hereby waives, from and after the Closing, any and all rights, claims and causes of action (other than those expressly contemplated by clauses (i), (ii) and (iii) of the immediately preceding sentence) it or any Seller Indemnitee may have against Purchaser or any of Purchaser’s Affiliates arising under or based upon this Agreement or any applicable Law, in each case except pursuant to the indemnification provisions set forth in this Article VIII. Notwithstanding the foregoing, nothing contained in this Section 8.02(c) shall in any way impair the rights and obligations of Purchaser and Seller to resolve disputes with respect to the Closing Statement and the calculation of the Final Closing Date Amount pursuant to Section 1.04, and the fact that Seller Claims shall be limited by may have the following: (i) the amount which Purchaser shall be required right to pay pursue a claim for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and (ii) Purchaser shall have no liability indemnification under Article VIII with respect to any Damages unless and until facts or circumstances shall not operate to impair the aggregate application of Section 1.04 in accordance with its terms; provided, however, that in no event shall Seller be entitled to receive indemnification for any Losses (or Taxes) to the extent the amount of such Losses (or Taxes) are reflected in the Damages exceeds calculation of Closing Working Capital or Closing Indebtedness and therefore reflected in the sum calculation of * NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTthe Final Closing Date Amount. Nothing in this Section 8.02 shall prevent any Purchaser Indemnitee from seeking recovery, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIMor recovering, under any R&W Insurance Policy.