Indemnification by ABI Clause Samples
Indemnification by ABI. 4.1.1 ABI will indemnify and hold harmless Altria and each Altria Affiliate against any Federal, state or local income or franchise Taxes and any reasonable out-of-pocket legal and accounting costs directly related thereto that Altria incurs arising out of or in connection with:
(a) the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code primarily as a result of an act, a failure to act or a condition that is permitted to exist by NewCo, any NewCo Affiliate, ABI or any ABI Affiliate in breach of any representation, agreement or covenant in clauses 2.1.1 through 2.1.24 or clause 3.1 of this Agreement;
(b) the failure of the Recapitalization to qualify as a reorganization within the meaning of Section 368(a)(1)(E) of the Code primarily as a result of an act, a failure to act or a condition that is permitted to exist by NewCo, any NewCo Affiliate, ABI or any ABI Affiliate in breach of any representation, agreement or covenant in clause 2.1.25 through 2.1.30 or clause 3.1 of this Agreement; or
(c) the application (i) of Treasury Regulation Section 1.367(a)-3(d) in connection with the Reorganization or (ii) Treasury Regulation Section 1.367(a)-8 either as a result of an original Gain Recognition Agreement or a replacement Gain Recognition Agreement that was entered into in connection with or as a result of the Reorganization, in each case as a result of an act, a failure to act or a condition that is permitted to exist by NewCo, any NewCo Affiliate, ABI or any ABI Affiliate in breach of any agreement or covenant in clause 3.2 or clause 3.3 of this Agreement, provided that ABI shall not be liable if both (a) such Tax is imposed as a result of a change in Treasury Regulation Section 1.367(a)-3(d) or 1.367(a)-8 occurring after Completion and (b) such Tax is imposed as a result of an act, a failure to act or a condition that is permitted to exist by NewCo, any NewCo Affiliate, ABI or any ABI Affiliate before the date on which such change is officially proposed or promulgated.
Indemnification by ABI. (a) ABI shall indemnify against and hold Buyer and its Affiliates and their respective employees, officers and directors (collectively, the “Buyer Indemnified Parties”) harmless from, and agrees to promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all losses, damages, costs, expenses, Taxes, Liabilities, obligations and claims of any kind (collectively, “Losses”) that any Buyer Indemnified Party may at any time suffer, sustain or incur, or become subject to, as a result of or arising out of, without duplication:
(i) (A) any failure of any representation or warranty of ABI contained in this Agreement to be true and correct in all respects at and as of the Closing (determined as though such representation or warranty was made at and as of the Closing) and (B) any breach of any covenant or agreement of ABI contained in this Agreement contemplating performance at or prior to the Closing;
(ii) any Excluded Liabilities;
(iii) any Designated Loss; and
(iv) if there has not been a Substantial Adverse Impact, 50% of the Net Regulatory Loss if such Net Regulatory Loss is greater than $30,000,000.
(b) Notwithstanding anything to the contrary in this Agreement:
(i) ABI shall not be liable for any Losses indemnifiable pursuant to Section 8.01(a)(i)(A) unless the aggregate amount of all such Losses for which indemnification is payable pursuant to Section 8.01(a)(i)(A) exceeds on a cumulative basis $5,000,000, and then, only to the extent of such excess;
(ii) the total amount in respect of which ABI shall be liable pursuant to Section 8.01(a)(i)(A) shall not exceed $750,000,000; provided, that in no event will the limitation set forth in this Section 8.01(b)(ii) limit ABI’s liability with respect to any Excluded Liabilities; and
(iii) from and after the Closing, the sole and exclusive remedy of each Buyer Indemnified Party against ABI and its Affiliates, with respect to all claims of any nature whatsoever for any breach of any representation or warranty contained in this Agreement, shall be pursuant to and limited by the indemnification provisions set forth in this Section 8.01.
Indemnification by ABI. ABI shall defend, indemnify and hold SYNOVA, its officers, directors, employees, representatives, and agents (collectively, "SYNOVA indemnified entities") harmless from and against any liability, damage, loss, cost or expense, including reasonable attorney and other legal fees ("Liability"), directly arising out of or resulting from: (i) ABI's breach of any representation, warranty or guarantee set forth in this Agreement; (ii) ABI's default in the performance of its obligations under this Agreement, and failure or inability to cure such default in accordance with Section 11.2; and (iii) any Third Party claims or suits made or brought against any one or more of the SYNOVA indemnified entities to the extent such Liability arises out of or relates to ABI's negligence or willful misconduct with regard to any Product manufactured by ABI or ABI's performance or non-performance hereunder.
Indemnification by ABI. ABI shall indemnify, hold and save Serruya, and its Affiliates, the Joint Venture and their respective Representatives, as the case may be, harmless from all Claims whatsoever relating to, arising directly or indirectly out of, resulting from or in any way connected with:
(a) any breach or non-performance by ABI or any of its Affiliates of any covenant to be performed by any of them that is contained in this Agreement or any of the Implementation Agreements to which it is a party or any agreement, certificate or other document executed and delivered pursuant to this Agreement or the Implementation Agreements; and/or
(b) any breach by ABI or any of its Affiliates of or any material inaccuracy of any representation or warranty contained in this Agreement or any of the Implementation Agreements to which it is a party or any agreement, certificate or other document executed and delivered pursuant to this Agreement or the Implementation Agreements.