General Indemnification Obligation. Supplier will indemnify, defend and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates (as defined herein) from any and all Claims (as defined herein) (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products; (iv) resulting from Supplier’s breach of this Agreement or any inaccuracy of any representation or warranty made by Supplier in this Agreement; or (v) arising directly or indirectly from any act of the Supplier’s sub-Suppliers. This indemnity and defense applies to all Claims and damages, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence, the Supplier or Supplier’s sub-supplier’s misappropriation or misuse of any intellectual property rights of Snap-on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under the Agreement, including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or remediating any conditions. This defense and indemnity includes Claims that Snap-on or the Distribution Associate was negligent or at fault for any reason, including Snap-on’s or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that Snap-on or the Distribution Associate was at fault for not inspecting or testing the Products or not analyzing the design of the Products or for negligently inspecting, testing or analyzing the design of the Products or for selling the Products based upon knowledge it had or should have had, or for entering into this Agreement.
General Indemnification Obligation. (a) The Seller Group, jointly and severally, shall indemnify and hold halmless the Purchaser, the Company and their respective officers, directors, employees, agents, representatives and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Seller Group contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Indebtedness or Selling Expenses of the Company not fully paid on the Closing Date; (iii) any Taxes in respect of the period prior to Closing; and (iv) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives on or prior to the Closing Date, including but not limited to any of the foregoing disclosed by the Seller Group on Schedule 4.9 hereto.
(b) The Purchaser shall indemnify and hold harmless the Seller Group, and their respective beneficiaries, heirs, administrators, and representatives from and against any and all Losses by any of the foregoing arising out of or otherwise in respect of (i) any inaccuracies in any representation or warranty, or any breach of any covenant or agreement, of the Purchaser contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement; (ii) any Taxes in respect of the period after Closing; and (iii) any and all complaints, actions, suits, proceedings, hearings or investigations of any Person or Governmental Authority arising out of, or relating to, the business, operations or actions of the Company and their respective predecessors, officers, directors, employees, agents and representatives after the Closing Date.
General Indemnification Obligation. The Company hereby agrees to indemnify Purchaser and each of its officers, directors, employees, consultants, agents, attorneys, accountants and affiliates and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a "Purchaser Indemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses incurred by such Purchaser Indemnified Party in investigating or litigating any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon:
(i) any untrue or alleged untrue statement of a material fact in a SEC Filing by the Company or any of its affiliates or any Person acting on its or their behalf or omission or alleged omission to state therein any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by the Company or any of its affiliates or any Person acting on its or their behalf;
(ii) any of the representations or warranties made by the Company herein being untrue or incorrect at the time such representation or warranty was made;
(iii) any breach or non-performance by the Company of any of its covenants, agreements or obligations under this Agreement or the Warrants; and
(iv) any failure to deliver the Common Shares to Purchaser required to be delivered pursuant to this Agreement or upon exercise of the Warrants, in accordance with the terms and conditions of this Agreement and the Warrants, as the case may be, or failure to deliver the Warrants, in accordance with the terms and conditions of this Agreement, for any reason other than the failure of any condition precedent to the Company's obligations hereunder or thereunder, which condition has not been waived by the Company, or the failure by Purchaser to comply with its obligations hereunder or thereunder, which failure has not been waived by the Company.
General Indemnification Obligation. Subject to the limitations contained in Section 7.3, The Shareholders shall jointly and severally indemnify and hold harmless the Company, the Buyer, the Parent and their officers, directors, employees, and agents and the Company’s and the Buyer’s Affiliates from and against any and all Losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of any of the Shareholders contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement, (b) any Selling Expenses not fully paid prior to the Closing, or (c) any Taxes attributable to any Pre-Closing Tax Period not fully paid when due and payable unless fully accrued for on the Closing Balance Sheet. The Buyer and Parent shall jointly and severally indemnify and hold harmless the Shareholders from and against any and all Losses sustained by any of such Shareholders based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer and/or Parent contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement to which the Buyer is a party or (b) the operation of the Company subsequent to the Closing.
General Indemnification Obligation. The Assignor shall indemnify and hold harmless the Assignee and its officers, directors, employees, agents and Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, but not limited to, reasonable attorneys’ fees) and disbursements (collectively, the “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Assignor contained in this Agreement (including any Schedule or Exhibit attached hereto) and (b) any of its retained liabilities (those liabilities not assigned). The Assignee shall indemnify and hold harmless the Assignor and its respective officers, directors, employees, agents and Affiliates from and against any and all Losses actually sustained by any of such Persons resulting from (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Assignee contained in this Agreement (including any Schedule or Exhibit attached hereto) and (b) any of its assumed liabilities (the liabilities assigned herein).
General Indemnification Obligation. Subject to the terms and conditions of ---------------------------------- Section 11 above regarding Dispute Resolution and Section 15 below regarding Force Majeure, during the term of this Agreement, each Party (the "Indemnifying Party") shall reimburse, indemnify, defend and hold harmless the other Parties and their respective employees, directors, officers and agents (the "Indemnified Party") with respect to:
12.1.1 all damages, losses, deficiencies, liabilities, costs and expenses incurred by any Indemnified Party that relate to or arise out of:
(i) the Indemnifying Party's breach or noncompliance with respect to any representation, warranty or covenant contained in this Agreement, except for those costs and other obligations that the Indemnified Party specifically assumes pursuant to this Agreement;
(ii) all damage to the Physical Facilities provided by the Indemnified Party when such damage is caused by the negligence or gross negligence of the Indemnifying Party or any of its directors, officers, employees, agents, representatives or subcontractors;
(iii) and all actions, suits, claims, demands or legal, administrative, arbitration, governmental or other proceedings by a third party against any Indemnified Party which result from or arise out of any action or inaction, during the term of this Agreement, of the Indemnifying Party or any director, officer, employee, agent, representative or subcontractor of such Indemnifying Party; or
12.1.2 all actions, suits, claims, proceedings, investigations, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable attorneys' fees and expenses) incident to any of the foregoing or to the enforcement of this Section 12.1.
General Indemnification Obligation. Subject to the limitations set forth in Section 7.3 of this Agreement, the Shareholders shall jointly and severally indemnify and hold harmless the Company, the Buyer, and its officers, directors, employees, and agents and the Company’s and the Buyer’s Affiliates from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise concerning (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Shareholders contained in this Agreement (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement to which either Shareholder is a party; (b) any Indebtedness; (c) any Transaction Expenses incurred by the Company prior to the Closing Date that have not been fully paid prior to the Closing, (d) any Taxes of the Company that are attributable to any Pre-Closing Tax Period and are not fully paid when due and payable, or (e) any Losses arising from any refunds or disallowed costs attributable to any period prior to Closing, including, but not limited to, resulting from any violation of or noncompliance with Defense Contract Auditing Agency requirements and standards, and GSA pricing requirements and standards. The Buyer shall indemnify and hold harmless the Shareholders and their agents and Affiliates from and against any and all Losses actually sustained by the Shareholders based upon, arising out of or otherwise concerning (i) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement to which the Buyer is a party, (ii) any Transaction Expenses incurred by the Buyer prior to the Closing Date that have not been fully paid prior to the Closing, (iii) any Taxes of the Company that are attributable to any Post-Closing Tax Period and are not fully paid when due and payable, or (iv) the operation of the Company after the Closing Date.
General Indemnification Obligation. Supplier will indemnify, defend and hold harmless Snap-on (“Snap- on” in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates (as defined herein) from any and all Claims (as defined herein) (i) resulting from injury or death to any person or damage to any property arising directly or indirectly from or in connection with any of the Products; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s Products, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patent, trademark, trade names, trade secrets, copyright or other proprietary rights arising out of the manufacture, use or sale of Supplier’s Products;
General Indemnification Obligation. Each Party shall indemnify, defend and hold harmless the other Party against any losses, claims, demands, damages, liabilities, causes of action, costs, expenses, judgments, and proceedings, including but not limited to, all reasonable attorneys’ fees, costs and expenses (“Claims”), with respect to third party claims to the extent caused by such Party’s: (i) material breach of this Agreement; (ii) failure to perform its obligations hereunder; (iii) negligence, recklessness, or gross negligence; or (iv) fraud or willful misconduct.
General Indemnification Obligation. Each Party shall defend, indemnify and hold the other Party and such Party’s owners, members, directors, officers, employees, agents, representatives and Affiliates (each an “Indemnified Party(ies)”) harmless from any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs and expenses of whatever kind (including, but not limited to reasonable attorneys’ fees) incurred by an Indemnified Party (collectively “Losses”) arising out of any third-party claim alleging gross negligence or willful misconduct of the indemnifying party; except to the extent arising out of or resulting from, in whole or in part, the Indemnified Party’s gross negligence or willful acts or omissions or the use of the Products in any manner that are not authorized under this Agreement. In addition, Second Street’s indemnification obligations provided for in this Section 6 (Indemnification) shall extend to any Losses arising out of the Second Street Content and Subscriber’s indemnification obligations provided for in this Section shall extend to any Losses arising out of the Subscriber Content. If the Service or any Product is held or likely to be held infringing, Second Street shall have the option, at its expense to (i) replace or modify the Service or applicable Product as appropriate, (ii) obtain a license for Subscriber to continue using the Service and applicable Product, (iii) replace the Service and applicable Product with a functionally equivalent service; or (iv) terminate the applicable Service and applicable Product and refund any prepaid, unused fees applicable to the remaining portion of the Subscription Term of the applicable Product following the effective date of termination. This Section 6.1 states Second Street’s entire liability and Subscriber’s exclusive remedy for any claim of intellectual property infringement by Subscriber against Second Street. Second Street shall have no indemnification obligation for infringement claims arising from the combination of the Service or Products with any of Subscriber’s or other’s products, services, hardware, data or business processes which claim would not arise without such combination or use with the Service by Subscriber other than in accordance with this Agreement.
