Indemnifiable Claims. Subject to the limitations set -------------------- forth in any Ancillary Agreement, the Members agree to the following indemnifications and procedures:
Indemnifiable Claims. (a) Except as set forth in Article VII, and subject to the limitations on survivability set forth in Section 10.3 of this Agreement and to the limitations set forth in this Article XI, Seller will and hereby does indemnify and hold Buyer and any Affiliate of Buyer (which, after the Closing, shall include the Company) and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Liability, claim, loss, cost, damage or expense whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (“Loss” and/or “Losses”) resulting from or arising out of:
(i) any breach of any representation or warranty of Seller contained herein or in any Related Agreement (other than any breach of any representation or warranty set forth in Section 4.22 (Taxes), which is governed by Section 7.1 (Tax Indemnity));
(ii) any breach of any covenant or obligation of Seller, or any Affiliate of Seller, contained herein or in any Related Agreement;
(iii) any breach of any pre-Closing covenant or obligation of the Company contained herein;
(iv) any Liabilities of the Company arising from the conduct of the Business prior to the Closing, including but not limited to: (1) any Insurance Liabilities, whether such claims are asserted before, at or after the Closing Effective Time, to the extent such Losses are not reinsured and reimbursed pursuant to the Reinsurance Agreements or the LPT and Quota Share Reinsurance Agreement; and
Indemnifiable Claims. (a) Seller shall indemnify and hold Buyer and any Affiliate of Buyer and their respective officers and directors, harmless from and against (x) any and all liability, claim, loss, cost, damage or expense whatsoever (including reasonable attorneys’ fees and expenses but excluding any special, consequential or punitive damages except to the extent awarded against a Claimant pursuant to a claim by a third-party) (collectively, “Damages”) resulting from or arising out of (i) any inaccuracy in or breach of any representation or warranty of Seller contained herein, (ii) any breach of any covenant or obligation of the Company, Seller or Seller Parent contained herein or (iii) any Excluded Liability, and (y) fifty percent (50%) of any Damages resulting from or arising out of the matters set forth in Schedule 9.1(a).
(b) Buyer shall and hereby does indemnify and hold Seller and the Affiliates of Seller and their respective officers and directors harmless from and against any and all Damages resulting from or arising out of: (i) any inaccuracy in or breach of any representation or warranty of Buyer contained herein; or (ii) any breach of any covenant or obligation of Buyer contained herein.
Indemnifiable Claims. (a) Except as set forth in Article VII, and subject to the limitations on survivability set forth in Section 10.3 of this Agreement and to the limitations set forth in this Article XI, Seller will and hereby does indemnify and hold Buyer and any Affiliate of Buyer (which, after the Closing, shall include the Company) and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Liability, claim, loss, cost, damage or expense whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (“Loss” and/or “Losses”) resulting from or arising out of:
(i) any breach of any representation or warranty of Seller contained herein or in any Related Agreement (other than any breach of any representation or warranty set forth in Section 4.22 (Taxes), which is governed by Section 7.1 (Tax Indemnity));
(ii) any breach of any covenant or obligation of Seller, or any Affiliate of Seller, contained herein or in any Related Agreement;
(iii) any breach of any pre-Closing covenant or obligation of the Company contained herein;
(iv) any Liabilities of the Company arising from the conduct of the Business prior to the Closing, including but not limited to: any Insurance Liabilities, whether such claims are asserted before, at or after the Closing Effective Time, to the extent such Losses are not reinsured and reimbursed pursuant to the Reinsurance Agreements or the LP and Quota Share Reinsurance Agreements; or
(v) any Fraud on the part of Seller; provided, however, that with respect to clause (iv) above, Seller shall not be required to provide indemnification for any Losses or Liabilities to the extent arising out of or caused by (x) any criminal (as determined by a court of competent jurisdiction, when such determination has become final and nonappealable), grossly negligent, willful and/or fraudulent act or omission attributable to the Company or any of its Affiliates or any of their respective Representatives, successors or assigns following the Closing or (y) any failure by the Company to comply with Applicable Law following the Closing.
(b) Subject to the limitations on survivability set forth in Section 10.3 and to the limitations set forth in this Article XI, Xxxxx will and hereby does indemnify and hold Seller and any Affiliate of Seller and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Losses resulting from or arising out of:
(i) any breach of...
Indemnifiable Claims. Subject to any limitations set forth in any Transaction Document (including section 11.01 above), GE and Emcore, as the case may be, hereby agree to indemnify each other and the Company (without duplication) and their respective Affiliates, and, to the extent actually indemnified by GE, Emcore, the Company or such Affiliate from time to time, their respective directors, officers, employees and agents against, and agree to hold them harmless from, any and all Damages incurred or suffered by any of them arising out of or related in any way to (i) any misrepresentation or breach of any representation or warranty made by GE or Emcore in this Agreement or the LLC Agreement or (ii) the breach or non-performance of any covenant or obligation required by this Agreement or the LLC Agreement to be performed or observed by GE or Emcore; provided, however, that neither GE nor Emcore shall be required to pay the first $250,000 in aggregate amount of any Damages arising under clause (i) of this section 11.
Indemnifiable Claims. Each Party shall give the other party prompt notice of any Indemnifiable Claim brought against it coming within the purview of these indemnities. Within five (5) business days after receipt of such notice, the indemnitor shall undertake the defense of each such Indemnifiable Claim with counsel satisfactory to and approved by the indemnitee, which approval shall not be unreasonably withheld. If the indemnitor fails to undertake and sustain the defense of any Indemnifiable Claim in the manner required by this Section 15.3, the indemnitee may engage separate counsel, pay, settle, or otherwise finally resolve such Indemnifiable Claim for the account and at the risk and expense of the indemnitor. Any payment, settlement, or final resolution otherwise by the indemnitee shall release the indemnitor from liability for such Indemnifiable Claim. If the indemnitor undertakes the defense of an Indemnifiable Claim in the manner required by this Section 15.3, the indemnitee may, at its own expense, engage separate counsel and participate in the defense of such claim. In such event, the indemnitee agrees to reasonably cooperate and assist in the defense of such claim.
Indemnifiable Claims. 15.1 Each indemnified party (each, an “Indemnitee”) shall give the indemnifying party (“Indemnitor”) prompt notice of each claim for which it seeks indemnification. Failure to timely notify the Indemnitor will not relieve the Indemnitor of any liability it may have to the Indemnitee, except to the extent the Indemnitor’s defense of such action is prejudiced by the Indemnitee’s failure to timely deliver such notice.
15.2 If any Indemnitee receives notice of any claim or the commencement of any action or proceeding from any third party (or parties) with respect to which the Indemnitor is obligated to provide indemnification pursuant to Section 12 or 13, as applicable, such Indemnitee shall promptly give the Indemnitor notice thereof. Such notice shall describe the claim in reasonable detail and if possible, shall indicate the amount (estimated if necessary) of the Loss that has been or may be sustained by the Indemnitee. If the Indemnitor elects to compromise, settle or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall reasonably cooperate, at the expense of the Indemnitor, in the compromise or settlement of, or defense against, any such asserted liability. In such case the Indemnitee may participate, at its own expense, in such defense. If the Indemnitor elects not to compromise, settle or defend against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may, at the Indemnitor’s expense and subject to the penultimate sentence of this Section 15.2, pay, compromise, settle or defend such asserted liability and the Indemnitor will be bound by any determination made in such claim or any compromise or settlement effected by the Indemnitee. If the Indemnitor assumes the defense of a claim, the Indemnitee shall have the right to be kept regularly informed in connection with such defense, and no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee’s consent unless: (a) there is no finding or admission of wrongdoing by the Indemnitee or finding or admission of any violation of legal requirements or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, (b) the sole relief provided is monetary damages that are paid in full by the Indemnitor, (c) such comprom...
Indemnifiable Claims. (a) Except as set forth in Article VII, and subject to the limitations on survivability set forth in Section 10.3 of this Agreement and to the limitations set forth in this Article XI, from and after the Closing, Seller will and hereby does indemnify and hold Buyer and any Affiliate of Buyer (which, after the Closing, shall include the Company) and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Liability, claim, loss, cost, damage or expense whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (“Loss” and/or “Losses”) resulting from or arising out of: herein;
(i) any breach of any representation or warranty of Seller contained
(ii) any breach of any covenant or obligation of Seller contained herein;
(iii) (A) Taxes imposed on or with respect to the Company for any Pre- Effective Period; (B) Taxes of any Person (other than the Company) for which the Company is liable by reason of Treasury Regulations Section 1.1502-6, or any corresponding or similar state, local or foreign provision, by virtue of having been a member of any affiliated, consolidated, combined, or unitary group on or prior to the Closing Date; (C) Taxes of any Person imposed on the Company as a transferee or successor, by Contract (excluding for this purpose, Contracts entered into in the ordinary course of business the primary purpose of which is not related to Taxes) or by operation of Applicable Tax Law, in each case, which Taxes relate to any event or transactions occurring before the Closing; (D) Taxes of Seller or any of its Affiliates (other than Taxes of the Company); (E) any Transfer Taxes that are the responsibility of Seller pursuant to Section 7.4; and (F) any income Taxes imposed on the Company as a result of the transaction contemplated by this Agreement, including Section 338(h)(10) Election Taxes, excluding in the case of any of such clauses (A) through (F), any Redomestication Tax;
(iv) any breach of any pre-Closing covenant or obligation of the Company contained herein; or
(v) any fraud or intentional and material breach on the part of Seller;
(vi) the actions or proceedings that are set forth on Schedule 4.15; and
(vii) Any Losses in excess of the aggregate amount of the applicable line items in the Closing Balance Sheet (as set forth in the Purchase Price Adjustment Report as finally determined by the Parties) that represent the gross reserves carried by the Company in respect of the...
Indemnifiable Claims. (a) StarBand hereby indemnifies and agrees to protect, defend, and hold harmless each MSN Indemnified Person against any and all Indemnifiable Claims from time to time imposed on (whether during or after the Term), incurred by or asserted against any MSN Indemnified Person arising out of or relating to:
(i) failure of Gilat, StarBand or its Affiliates or their respective Subcontractors to comply with applicable Law, provisions of any applicable Governmental Approvals or this Amended Agreement or any other Operative Document;
(ii) the Work, the Service or any injury to or death of any Person (including employees of StarBand or MSN) or damage to any property or environment (including property of any MSN Indemnified Person or any other Person) in connection with or incident to performance of or failure to perform this Amended Agreement or any other Operative Document;
(iii) any breach of this Amended Agreement or any other Operative Document by StarBand or any Affiliate thereof, including any failure by StarBand to provide the Work in accordance with the terms hereof or any breach by Gilat of the Performance Guarantee; or
(iv) any possession, handling, transportation, storage or use of hazardous materials or explosives by StarBand or its Affiliates.
(b) MSN hereby indemnifies and agrees to protect and defend, and hold harmless each StarBand Indemnified Person against any and all indemnifiable claims from time to time imposed on (whether during or after the Term), incurred by or asserted against any StarBand Indemnified Person arising out of or relating to:
(i) failure by MSN, its Affiliates or Subcontractors to comply with applicable Law, provisions of any applicable Governmental Approval or this Amended Agreement or any other Operative Document; or
(ii) any breach of this Amended Agreement or any other Operative Document by MSN or any Affiliate thereof.
Indemnifiable Claims. The Company shall indemnify, defend and hold harmless each Covered Person against any claim, loss, damage, liability or expense (including reasonable attorneys’ fees, court costs and costs of investigation and appeal) suffered or incurred by such Covered Person by reason of, arising from or relating to, the operations, business or affairs of, or any action taken or failure to act on behalf of, the Company or their respective affiliates, except to the extent any of the foregoing is (A) determined by final, nonappealable order of a court of competent jurisdiction to have been primarily caused by the willful misconduct, gross negligence, criminal activity, fraud, or bad faith of such Covered Person or (B) suffered or incurred as a result of any claim (other than a claim for indemnification under this Agreement) asserted by the same such Covered Person as plaintiff against the Company.
