General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VI, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, fine, claim, damage, cost or expense, including reasonable fees and expenses of third party lawyers, accountants and other advisors, and the reasonable costs of investigation, settlement and defense (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to:
(i) any breach or inaccuracy of any representation or warranty made by Seller in this Agreement;
(ii) any breach of any covenant or agreement contained in this Agreement made or to be performed by Seller or any of its Affiliates; and
(iii) any Closing Indebtedness, Closing Transaction Expenses or Closing Change of Control Payments that should have been reflected in the Final Closing Date Amount but were not so reflected.
(b) Seller shall not be required to indemnify Purchaser and shall not have any liability:
(i) under Section 6.01(a)(i) unless the aggregate amount of all Losses for which Seller would, but for this clause (i), be liable thereunder exceeds on a cumulative basis GBP 10,000,000 (the “Deductible”), and then only to the extent of any such excess;
(ii) under Section 6.01(a)(i) for any individual claims until the Loss relating thereto and all other claims relating to the same or similar facts, circumstances, events or transactions exceeds GBP 100,000 (the “Per Claim Threshold”) and then all such amounts (including that below the Per Claim Threshold) shall be deemed a Loss; and
(iii) under Section 6.01(a)(i) in excess of GBP 75,000,000 (the “Cap”); provided, however, that none of the Cap, the Deductible or the Per Claim Threshold shall apply with respect to any claim for indemnification arising out of a breach or alleged breach of a Seller Fundamental Representation; provided further, however, that the cumulative indemnification obligations of Seller with respect to claims under this Agreement (including with respect to any claim for indemnif...
General Indemnification by Seller. Subject to the terms of this Article V, from and after the Closing, Seller shall indemnify, defend and hold harmless each member of the NewCo Group and each of their respective Representatives, and each of the successors and permitted assigns of any of the foregoing (collectively, the “NewCo Indemnified Parties”), from and against, and shall pay and reimburse each of the NewCo Indemnified Parties for, any and all Losses incurred or sustained by, or imposed upon, the NewCo Indemnified Parties (whether in connection with a Direct Claim or a Third Party Claim) relating to, arising out of or resulting from any of the following items (without duplication) (collectively, the “Seller Indemnification Obligations”):
(a) any Excluded Liability;
(b) the failure of Seller or any other member of the Seller Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liabilities, whether prior to, at or after the Closing;
(c) except to the extent it relates to a TS Liability, any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by any member of the NewCo Group for the benefit of any member of the Seller Group that survives the Closing;
(d) any breach by any member of the Seller Group of this Agreement; and
(e) except as otherwise specifically provided for herein or in the Employee Matters Agreement, any Liabilities relating to, arising out of or resulting from the Reorganization.
General Indemnification by Seller. Seller shall defend, indemnify and hold Buyer, and each of Buyer's directors, officers, employees, agents, attorneys, and affiliates (each, a "Buyer Indemnified Party") harmless at all times against and in respect of any Damages suffered or incurred by such Buyer Indemnified Party, and all other costs and expenses incurred by such Buyer Indemnified Party in necessary investigation or, after notice to Seller of its intent to do so, in attempting to avoid or oppose the imposition thereof, arising out of, relating to, or resulting from, (i) any breach of any representation, warranty, covenant, or agreement made by Seller in this Agreement, or in any agreement, document, or instrument executed and delivered pursuant to or in connection with the transactions contemplated hereby or thereby; or (ii) the non-performance or malperformance of any obligation to be performed on the part of Seller under this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the transactions contemplated hereby or thereby; PROVIDED that Seller shall not be required to indemnify any Buyer Indemnified Party for any Damages suffered or incurred by such Buyer Indemnified Party as a result of such Buyer Indemnified Party's gross negligence or willful misconduct.
General Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, agents, and contractors from and against all claims, liability, damage, loss, and expenses (including reasonable attorneys’ fees) (collectively “Claims”) that arise out of Seller’s performance or non-performance under this Agreement, except to the extent such Claims result from the gross negligence or intentional misconduct of Buyer.
General Indemnification by Seller. Seller covenants and agrees to indemnify, defend, protect and hold harmless Purchaser and its officers, directors, employees, shareholders, assigns, successors and affiliates (individually, an “Indemnified Party” and collectively, “Indemnified Parties”) from, against and in respect of:
(1) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including reasonable attorneys’ fees and disbursements of every kind, nature and description) (collectively, “Damages”) suffered, sustained, incurred or paid by the Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(A) any breach of any representation or warranty of Seller set forth in this Agreement or any Schedule or certificate delivered by or on behalf of Seller or Seller in connection herewith;
(B) any nonfulfillment of any covenant or agreement by Seller under this Agreement;
(C) the business, operations or assets of Seller prior to the Closing Date or the actions or omissions of Seller’s directors, officers, * * * Indicates Confidential treatment requested shareholders, employees or agents prior to the Closing Date, other than with respect to the Assumed Liabilities following the Closing;
(D) any breach of the representations made in Section 3.16 (employee benefit plans); and
(E) the matters disclosed on Schedule 3.19 (taxes); and
(2) any and all Damages incident to any of the foregoing or to the enforcement of this Section 5.6(a).
General Indemnification by Seller. 18 7.5 Survival of Representations and Warranties; Reliance......................... 18
General Indemnification by Seller. Seller shall indemnify, protect, defend and hold harmless Purchaser and Company from and against any and all claims, demands, actions, obligations, losses, liabilities, damages, costs and expenses, including, without limitation, attorneys' fees and accountants' fees, incurred by or asserted against Purchaser or 23 Company in connection with any claim or cause of action related to or arising out of the conduct of the business of Company prior to the Closing Date.
General Indemnification by Seller. Seller agrees to protect, defend, indemnify and hold harmless Purchaser and its successors and assigns, from, against and in respect of any and all losses, costs, damages, charges or expenses (including, without limitation, reasonable attorney’s fees) resulting from (a) any misrepresentation, breach of any warranty or nonfulfillment of any agreement on the part of Seller contained in this Agreement, and/or (b) any liabilities pertaining to the Intellectual Property in existence as of the Closing Date.
General Indemnification by Seller. Seller covenants and agrees that he will indemnify, defend, protect and hold harmless PalEx, Newco and the Company, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates, at all times from and after the date of this Agreement until the Expiration Date from and against all Losses incurred by any of such indemnified persons as a result of or arising from (a) any breach of the representations and warranties of Seller set forth herein or in the Schedules or certificates delivered in connection herewith, (b) any breach or nonfulfillment of any covenant or agreement on the part of Seller under this Agreement, and (c) all income Taxes payable by the Company for all periods prior to and including the Closing Date.
General Indemnification by Seller. Parent and Seller agree to indemnify and hold Buyer harmless from and against any Loss incurred by Buyer in connection with or alleged to result from the following:
(a) a breach by Parent, Seller or the Company of any representation or warranty made pursuant to Section 5.1 above or otherwise in this Agreement or other document or certificate delivered pursuant to this Agreement except the Company Guaranty (without giving effect to any qualifications as to the materiality of such statements);
(b) a breach by Parent, Seller or the Company of any of its other obligations or covenants contained in this Agreement or other document delivered in connection with this Agreement except the Company Guaranty and except for any obligation to be performed following the Closing Date; or
(c) any liability or obligation of Parent or Seller.
