Common use of General Indemnification Obligation Clause in Contracts

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. Supplier will The Parent and the Seller shall jointly and severally indemnify, defend and hold harmless Snap-on (“Snap-on” in this section refers to Snap-on Incorporated and defend the Purchaser and its subsidiaries) officers, directors, employees, agents and the Distribution Associates (as defined herein) Affiliates from and against 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 Productslosses, including any proceedings applicable to any government contracts; (iii) on account of any actual or alleged infringement or other violation of patentliabilities, trademarkclaims, 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 designationpenalties, whether based on breach of contractfines, breach of warrantyjudgments, strict liabilityawards, product liabilitysettlements, negligenceTaxes, 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 Agreementcosts, fees, expenses (including but not limited to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections reasonable attorneys' fees) and disbursements (collectively "LOSSES") actually sustained by any of the Agreement, or any other tort or theory of liability. It includes indemnity for such Persons resulting from (a) all damages any inaccuracies in or any breach of any kindrepresentation, warranty, covenant or agreement of the Parent and the Seller contained in this Agreement (including any Schedule attached hereto) or any certificate, affidavit or instrument delivered pursuant hereto including but not limited to any certificate, affidavit or instrument delivered pursuant to SECTION 5.2; (b) the Retained Liabilities; (c) Environmental Laws to the extent relating to matters existing or actions taken prior to the Closing; (d) Taxes (excluding sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Taxes that may be imposed by any Governmental Body in connection with the transactions contemplated by this Agreement, which shall not constitute a Loss but shall be treated as set forth in SECTION 8.7(A)); (e) the failure of the Purchaser to receive good and marketable title to all of the Purchased Assets, including punitive equipment underlying the Capital Leases; (f) the failure of the Parent and the Seller to obtain any material consent, approval, acknowledgement or exemplary damageswaiver; (g) the use and sale by the Purchaser of the Inventory; (h) the failure of the Parent or the Selling Subsidiaries to comply with bulk sales laws, except to the extent constituting an Assumed Liability; (i) the continued use or possession of the Purchased Assets in the manner they are used on the Closing Date by virtue of U.S. Patent Nos. 5,308,633 or 5,244,347; (j) the failure, if any, to obtain good and sufficient title to U.S. Trademark No. 653,166; (k) any infringement resulting from the use of the name "flip it"; or (l) the failure to obtain licenses for branded product ingredients. The Purchaser shall indemnify, hold harmless and defend the Parent and the Seller 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 Purchaser contained in this Agreement (including any Schedule attached hereto) or any certificate, affidavit or instrument delivered pursuant hereto; (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 Assumed Liabilities; and (c) any Liability resulting from the design operation of the Products or for selling Business by the Products based upon knowledge it had or should have had, or for entering into this AgreementPurchaser after the Effective Time.

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 hereina) (i) resulting The Members shall jointly and severally indemnify and hold harmless the Buyer and its officers, directors, employees, agents, stockholders and Affiliates (each, a “Buyer Indemnitee”) from injury or death to and against any person or damage to any property arising directly or indirectly from or in connection with any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, loss of the Products; Tax benefits, costs, fees, expenses (iiincluding reasonable attorneys’ fees) asserted in any governmental proceeding or action with respect to the Supplier’s Productsand disbursements (collectively “Losses”) based upon, 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 otherwise in respect of Supplier’s Products; (ivA) resulting from Supplier’s breach of this Agreement any inaccuracies in or any inaccuracy breach of any representation or warranty made by Supplier of any of the Members contained in this Agreement; Agreement (other than in Article 4 hereof) (including any Schedule or Exhibit attached hereto) or any Ancillary Agreement (vdetermined in each case without regard to any qualification with respect to materiality, material adverse effect or other similar qualification), (B) arising directly any Indebtedness, Selling Expenses or indirectly from any act Bonus Amounts not fully paid on the Closing Date or not included in the computation of the Supplier’s subPurchase Price and (C) (1) all Taxes (or the nonpayment thereof) of the Company and its Subsidiaries for any Pre-Suppliers. This indemnity Closing Tax Period and defense applies to any Pre-Closing Straddle Period; (2) 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 Taxes of any intellectual property rights member of Snap-an affiliated, combined or unitary group of which the Company or any of its Subsidiaries is or was a member on or any violation by Supplier or Supplier’s Sub-Supplier’s obligations under prior to the AgreementClosing Date, including but not limited pursuant to the Tooling, Intellectual Property Rights, Indemnification, or Insurance sections of the Agreement, Treasury Regulation Section 1.1502-6 or any other tort analogous or theory of liability. It includes indemnity for similar state, local or foreign Law; and (a3) any and all damages Taxes of any kindPerson (other than the Company or any of its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, including punitive by contract or exemplary damages, and (b) pursuant to 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 Law for any reason, including SnapPre-on’s Closing Tax Period or the Distribution Associate’s own conduct. It also includes but is not limited to any Claim that SnapPre-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 AgreementClosing Straddle Period.