General Indemnification by the Company. Except (i) as provided in Section 6.5 or (ii) as required by applicable Law, the Company shall indemnify, defend and hold harmless on an After-Tax Basis each member of the Genworth Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Genworth Indemnified Parties”), from and against any and all Liabilities of the Genworth Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):
(a) the failure of the Company or any other member of the Company Group or any other Person to pay, perform or otherwise promptly discharge any Company Liabilities in accordance with its respective terms, whether prior to or after the Closing Date;
(b) any Company Liability;
(c) any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by any member of the Genworth Group for the benefit of any member of the Company Group that survives the Closing;
(d) any breach by any member of the Company Group of this Agreement or any of the Transaction Documents or any action by the Company in contravention of its Charter or Amended and Restated By-Laws; and
(e) any untrue statement or alleged untrue statement of a material fact contained in any Genworth Public Filing or any other document filed with the SEC by any member of the Genworth Group pursuant to the Securities Act or the Exchange Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those Liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information that is either furnished to any of the Genworth Indemnified Parties by any member of the Company Group or incorporated by reference by any Genworth Indemnified Party from any filings made by any member of the Company Group with the SEC pursuant to the Securities Act or the Exchange Act, and then only if that statement or omission was made or occurred after the Closing Date.
General Indemnification by the Company. Subject to the provisions and limitations of this Article V, from and after the Contribution Effective Time, the Company shall indemnify, defend and hold harmless each Person that after the Contribution Effective Time is a member of the SpinCo Group (including all Affiliates of SpinCo) and each of their respective Representatives and, as applicable, each of the heirs, executors, successors and assigns of any of the foregoing, from and against:
(a) any Excluded Liability, including the failure of any member of the Company Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liability in accordance with their respective terms, whether prior to, at or after the Contribution Effective Time; and
(b) any Liability arising from any breach by any member of the Company Group of any covenant or other agreement (other than any representation or warranty) set forth in this Agreement or in any Assignment and Assumption Agreement, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth herein or therein.
General Indemnification by the Company. The Company covenants and agrees that it will indemnify, defend, protect and hold harmless the Purchaser and its officers, stockholders, members, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns (the "Purchaser Indemnified Parties") at all times from and after the date of this Agreement, from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses, which shall include, without limitation, expenses of investigation) (collectively, "Losses") incurred by the Purchaser Indemnified Parties as a result of or arising from any breach of the representations and warranties made by the Company set forth herein or on the schedules or certificates delivered in connection herewith. Notwithstanding the foregoing, the Company shall have no obligations to indemnify any Purchaser Indemnified Party against any Losses resulting from any claims brought under or with respect to any of the Mortgage Loan, the Subordinated Loan or the Investor Loan, except to the extent such claims are directly caused by the fraud, gross negligence or willful misconduct of any Company Indemnified Party prior to the effective date hereof.
General Indemnification by the Company. The Company covenants and agrees, from and after the Closing, to indemnify, defend, protect and hold harmless Buyer and its respective officers, directors, employees, assigns, successors and affiliates (individually, a "Buyer Indemnified Party" and, collectively, the "Buyer Indemnified Parties") from, against and in respect of all liabilities, losses, claims, damages, business disruption, consequential damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, judgments, settlement payments, deficiencies, penalties, fines, interest payable to third persons and reasonable costs and expenses (including without limitation reasonable attorneys' fees and other disbursements) (collectively, "Damages") suffered, sustained, incurred or paid by the Buyer Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any inaccuracy or breach of any representation or warranty of the Company set forth in this Agreement (as qualified by the Company Disclosure Schedules) or any certificate delivered by or on behalf of Company at the Closing; (ii) any nonfulfillment of any covenant or agreement of the Company in this Agreement; (iii) any Excluded Liabilities; or (iv) any liabilities of the Company that are not Included Liabilities.
General Indemnification by the Company. The Company shall indemnify and hold Ichilov Tech, Ichilov Tech Related Entities and their employees, agents and representatives (“Beneficiaries”) harmless from and against any and all loss, liability, claims, damages and expenses (including legal costs and reasonable attorneys’ fees) of whatever kind or nature asserted by any Third Party (“Losses”) arising out of and/or resulting from: (a) the use and/or Exploitation of the Data by or on behalf of the Company, its Affiliates and/or any sublicensee, and (b) the development, manufacture, sale, or use of the Products by or on behalf of the Company, its Affiliates and/or any sublicensee.
General Indemnification by the Company. The Company covenants and agrees that it will indemnify, defend, protect, and hold harmless Metals, Purchaser, and their respective subsidiaries and officers, directors, employees, stockholders, agents, representatives and affiliates at all times from and after the date hereof until the Expiration Date from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of the Company set forth herein or in the certificates or other documents delivered in connection herewith, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company under this Agreement. Purchaser shall not be entitled to indemnification hereunder to the extent that Purchaser is compensated for any Damages sustained by Purchaser by any insurance policy proceeds paid to Purchaser or tax benefit realized by Purchaser as a result of such Damages or is otherwise compensated for such Damages.
General Indemnification by the Company. The Company shall indemnify, defend and hold harmless each member of the SpinCo Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnified Parties”), from and against any and all Liabilities of the SpinCo Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):
(a) any Excluded Liability;
(b) the failure of the Company or any other member of the Company Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liabilities, whether prior to, at or after the Distribution Time;
(c) any breach by any member of the Company Group of this Agreement or any of the other Transaction Documents after the Distribution Time (other than any Transaction Document that expressly contains indemnification provisions, which shall be subject to the indemnification provisions contained in such document or agreement and not this Agreement);
(d) any Liabilities arising out of claims made by the securityholders or lenders of a Party or any of their Affiliates to the extent related to the use of information relating to the Company Business and provided by the Company in connection with the SpinCo Financing; and
(e) any breach by any member of the Company Group of any covenant of the Company under the Merger Agreement, which covenant, by its terms, is to be performed subsequent to the Distribution Time.
General Indemnification by the Company. The Company shall indemnify and hold Ichilov Tech, Ichilov Tech Related Entities and their employees, agents and representatives (“Beneficiaries”) harmless from and against any and all Losses (including legal costs and reasonable attorneys’ fees) arising out of and/or resulting from: (a) the use and/or Exploitation of the Licensed Information by or on behalf of the Company, its Affiliates and/or any Sublicensee, and/or (b) the development, manufacture, sale, use and/or application of the Products by or on behalf of the Company, its Affiliates and/or any Sublicensee (the “Liabilities”) unless it is finally judicially determined that such Losses arose primarily out of the negligence, willful misconduct or bad faith of Ichilov Tech.
General Indemnification by the Company. Subject to the limitations contained in Section 8.4 hereof, the Company covenants and agrees that it will indemnify, defend, protect and hold harmless the Purchaser and its officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 8.5) from and against all claims, damages, losses (including, without limitation, diminution in the value of the Shares), liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses, which shall include, without limitation, expenses of investigation) (collectively, "Losses") incurred by the Purchaser as a result of or arising from (a) any breach of the representations and warranties made by the Company set forth herein or on the schedules or certificates delivered in connection herewith, or (b) any nonfulfillment of any covenant or agreement on the part of the Company under this Agreement; provided, that Losses shall be limited to and shall not exceed (i) actual out-of-pocket expenses incurred by Purchaser, and (ii) the amount by which the per share price of the Shares has declined below the Purchase Price per share as set forth in this Agreement.
General Indemnification by the Company. The Company covenants and agrees that it will indemnify, defend, protect, and hold harmless Purchaser and its subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs, fines, penalties and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified Person or entity as a result of or incident to (i) any breach of any representation or warranty of the Company set forth herein or in the certificates or other documents delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement by the Company under this Agreement, (iii) any violation of any laws of the Commonwealth of Pennsylvania governing bulk sales, which is occasioned by the consummation of any of the transactions contemplated hereby, (iv) any liability arising out of the ownership or operation of the Assets or the Business prior to the Closing no matter when reported; or (v) any liability arising out of obligations to employees of the Business prior to the Closing no matter when reported.
