Indemnification and Payment of Damages by the Purchaser. The ---------------------------------------------------------- Purchaser will indemnify and hold harmless the Seller and its officers, directors, stockholders, controlling persons, and affiliates (collectively, the "Seller Indemnified Persons" and, together with the Purchaser Indemnified Persons, "Indemnified Persons"), and will pay to the Seller Indemnified Persons the amount of any Damages arising from: (a) any breach of any representation or warranty made by the Purchaser in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, (b) any breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement, (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Purchaser (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement, (d) any Assumed Liabilities, or (e) the operation of the Business or the Acquired Assets, or any actions or omissions of the Purchaser, its Affiliates, agents, contractors or subcontractors in connection therewith, after the Closing.
Indemnification and Payment of Damages by the Purchaser. The Purchaser will indemnify and hold harmless the Seller, and will pay to them the amount of any Damages arising, directly or indirectly, from or in connection with (a) any breach of any representation or warranty made by the Purchaser in this Agreement or in any certificate or document delivered by the Purchaser pursuant to this Agreement, (b) any breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement, (c) any of the Acquired Assets, or (d) any of the Assumed Liabilities.
Indemnification and Payment of Damages by the Purchaser. The Purchaser shall indemnify and hold harmless the Stockholders, and shall pay to the Stockholders the amount of any Damages arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by the Purchaser in this Agreement, any other Transaction Document or in any certificate delivered by the Purchaser pursuant to this Agreement, (b) any Breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement or in any other Transaction Document, or (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Purchaser (or any Person acting on its behalf) in connection with any of the Transactions.
Indemnification and Payment of Damages by the Purchaser. The Purchaser will indemnify and hold harmless the Sellers, and will pay to the Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by the Purchaser in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, (b) any Breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Purchaser (or any Person acting on its behalf) in connection with the Basic Transaction. The remedies provided in this Section 6.3 will not be exclusive of or limit any other remedies that may be available to the Sellers.
Indemnification and Payment of Damages by the Purchaser. Subject to the limitations set forth in Section 9.4, the Purchaser will indemnify and hold harmless the Sellers and their officers, directors, employees, agents and Affiliates for, and will pay to such indemnified persons the amount of, any Damages, arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Purchaser in this Agreement or the other Documents, or in any certificate or document delivered by the Purchaser pursuant to this Agreement or the other Documents that confirms or otherwise relates to such representations or warranties;
(b) any breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement or the other Documents;
(c) any claim against or payment made by a Seller pursuant to a personal guarantee or indemnification obligation (i) made or incurred by such Seller to a surety company in connection with a performance bond issued to the Company prior to the Closing or (ii) made or incurred by such Seller to a lessor of personal property to the Company in connection with a lease of personal property to the Company prior to the Closing, but in each case only to the extent that such payment is not made in respect of a Pre-Cut-Off Liability (unless the Sellers have satisfied their indemnification obligations pursuant to this Agreement in respect of such Pre-Cut-Off Liability).
Indemnification and Payment of Damages by the Purchaser. The Purchaser will indemnify and hold harmless the Stockholders, and will pay to the Stockholders the amount of any Damages arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by the Purchaser in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement;
(b) any Breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement;
(c) the Purchaser's Tax Indemnity; or
(d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Purchaser (or any Person acting on its behalf) in connection with any of the Contemplated Transactions, in each case, to the extent Damages (from whatever source derived) exceed $25,000, in the aggregate, provided that in no event shall Purchaser's liability under this Agreement regardless of the nature thereof, exceed $1,000,000.
Indemnification and Payment of Damages by the Purchaser. The Purchaser will indemnify and hold harmless the Seller, Uponor and each of their respective Indemnified Persons, and will pay to the Seller, Uponor and each of their respective Indemnified Persons the amount of any Damages arising directly or indirectly from or in connection with:
(a) any Breach of any representation or warranty made by the Purchaser in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement, provided that a claim for indemnity is made within one year after the Closing Date;
(b) any Breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement, provided that a claim for indemnity is made to the Purchaser within forty-five days after the covenant expires;
(c) any claim by any Person for liabilities or obligations of (i) the Purchaser relating to, arising out of, or incurred during periods before and after the Closing Date, or (ii) Newco relating to, arising out of, or incurred during the period on or after the Closing Date, except as set forth in Section 10.3 above; and
(d) except for bonuses owed by the Seller or Uponor upon a “sale” or “change in control” as such terms are defined in the relevant employment agreements, and except as set forth in Section 6.2(b) or in the Side Letter, any claim brought by any former employee of the Seller (who immediately prior to the Contribution had a written employment agreement with the Seller) for any liabilities or obligations relating to or arising out of such former employee’s employment agreement with the Seller as a result of the transactions contemplated by this Agreement (including without limitation, any severance pay liabilities or obligations, bonus payments, agreements to reimburse for relocation expenses, agreements to provide employee benefits, etc.).
Indemnification and Payment of Damages by the Purchaser. Subject to the provisions of this Article VI, the Purchaser will indemnify and hold harmless the Seller and its officers, directors, employees, agents and Affiliates (the “Seller Indemnified Parties”) for, and will pay to such Seller Indemnified Parties the amount of, any Damages arising, directly or indirectly, from or in connection with any of the following:
(a) any misrepresentation or breach of any representation or warranty by the Purchaser contained in this Agreement or any Document to which the Purchaser is a party;
(b) any breach or non-fulfillment of any covenant or agreement to be performed by the Purchaser under this Agreement or any Document to which the Purchaser is a party;
(c) any and all Liabilities, other than Retained Liabilities, arising out of or relating to the conduct of the Business after the Closing; or
(d) the Assumed Liabilities.
Indemnification and Payment of Damages by the Purchaser. The Purchaser will indemnify and hold harmless the Seller and will pay to it the amount of any Damages arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Purchaser in this Agreement, the other Transaction Documents or in any certificate or document delivered by the Purchaser pursuant to the Transaction Documents; or
(b) any breach by the Purchaser of any covenant or obligation of the Purchaser in any Transaction Document. -26- Neenah-Wausau Asset Purchase Agreement
Indemnification and Payment of Damages by the Purchaser. After the Closing, subject to the limitations set forth in this Section 8, the Purchaser will indemnify and hold harmless the Sellers and the Management Owners, and their respective Representatives, members, controlling persons, and Affiliates (collectively, the “Seller Indemnified Persons”) and will pay to the Seller Indemnified Persons the amount of any Damages arising out of or otherwise by virtue of: (i) any breach of any representation or warranty made by the Purchaser in Section 4 of this Agreement or in the Transaction Documents delivered by the Purchaser pursuant to this Agreement; or (ii) any breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement or the Transaction Documents.
