Indemnification by Acquiror. Subject to the terms and conditions of this Article X, from and after the Closing, Acquiror will indemnify, defend and hold Seller, its Affiliates, and their respective directors, officers, representatives, employees and agents harmless from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, royalties, payments, license fees and expenses (including interest, penalties, reasonable attorneys' fees, accounting fees and investigation costs) (collectively, "LIABILITIES") resulting from or arising out of (i) any breach of any representation or warranty of Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, or (ii) any breach of any covenant of Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, which covenant requires performance by Acquiror after the Closing, or (iii) the operation by Acquiror of the Business after the Closing, except to the extent Seller is required to indemnify Acquiror with respect thereto; (iv) any matter or item disclosed on Schedules 3.7, 3.8 (other than items 1 and 5(a) and (b) disclosed thereon), 3.10, or 3.13, (v) any liability reserved against or included in the Financial Statements or the Closing Date Balance Sheet or reserved against or included in the Final Net Worth but in both cases only to the extent of the reserve or accrual for such liability, or (vi) any liability, including, but not limited to, liabilities relating to Hazardous Materials or Environmental Laws, of either of the Companies or relating to the Business with respect to which Seller is not required to indemnify Acquiror pursuant to this Agreement.
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Indemnification by Acquiror. Subject to the terms and conditions of this Article X, from and after the Closing, (a) Acquiror will indemnify, defend shall indemnify and hold Sellerharmless the Eligible Company Holders, its Affiliatesfollowing the Effective Time, and their respective directors, officers, representatives, employees and agents harmless from and against any Damages to the extent and all claimsby reason of any breach of the representations, actionswarranties or covenants given or made by Acquiror in this Agreement or in the certificates of Acquiror, suitsdated as of the Closing Date, demandsto be delivered by Acquiror pursuant to Sections 7.3(a) and (b).
(b) Any claim for indemnification made by an Eligible Company Holder under this Section 9.3 must be specifically identified in a written notice delivered to Acquiror by no later than the Release Date (a "Eligible Holder Claim Notice"). Any such Eligible Holder Claim Notice shall include, assessmentsin reasonable detail and among other information, judgmentsthe identity, lossesnature and estimated magnitude of Damages related to such claim. If delivered to Acquiror by no later than the Release Date, liabilitiesa claim for indemnification set forth in an Eligible Holder Claim Notice as provided herein shall survive the Release Date until final resolution thereof.
(c) The indemnification provided for in Section 9.3(a) shall not apply unless and until the aggregate Damages for which one or more Eligible Company Holders seeks or has sought indemnification hereunder, damagesas stated in one or more Eligible Holder Claim Notices as provided herein, costsexceeds a cumulative aggregate equal to the Basket, royaltiesin which case the right to recover Damages shall apply to the full amount of the Basket; provided, paymentshowever, license fees and expenses (including interest, penalties, reasonable attorneys' fees, accounting fees and investigation costs) (collectively, "LIABILITIES") resulting from or arising out of that the Basket shall not apply to any such indemnification claim (i) any breach of any representation involving fraud or warranty willful misrepresentation on the part of Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, or (ii) any based upon a breach of any covenant of Acquiror contained herein Sections 4.3 or in any other closing document delivered by Acquiror in connection herewith, which covenant requires performance by Acquiror after the Closing, or (iii) the operation by Acquiror of the Business after the Closing, except to the extent Seller is required to indemnify Acquiror with respect thereto; (iv) any matter or item disclosed on Schedules 3.7, 3.8 (other than items 1 and 5(a) and (b) disclosed thereon), 3.10, or 3.13, (v) any liability reserved against or included in the Financial Statements or the Closing Date Balance Sheet or reserved against or included in the Final Net Worth but in both cases only to the extent of the reserve or accrual for such liability, or (vi) any liability, including, but not limited to, liabilities relating to Hazardous Materials or Environmental Laws, of either of the Companies or relating to the Business with respect to which Seller is not required to indemnify Acquiror pursuant to this Agreement4.7.
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Samples: Merger Agreement (Valeant Pharmaceuticals International)
Indemnification by Acquiror. (a) Subject to the terms Section 7.1 and conditions of this 7.2(b), and except as otherwise provided in Article X, from and after the ClosingVIII, Acquiror will hereby agrees that it shall indemnify, defend and hold Seller, its Affiliates, harmless Sellers and their respective stockholders, directors, officers, employees, representatives, employees advisors, agents and agents harmless from Affiliates (the "Seller Indemnified Parties") from, against and against in respect of any and all damages, claims, losses, charges, actions, suits, demandsproceedings, assessmentsdeficiencies, judgmentsTaxes, losses, liabilities, damages, costs, royalties, payments, license fees and expenses (including interest, penalties, and reasonable attorneys' feescosts and expenses (but not including, accounting fees consequential, exemplary, special and investigation costspunitive damages and lost profits, other than such damages awarded to any third party against an Indemnified Party) (collectively, the "LIABILITIESLosses") resulting from or arising out of of, relating to or resulting from, directly or indirectly: (i) any breach of any representation or warranty of made by Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, or this Agreement; (ii) any the breach of any covenant or agreement of Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, which covenant requires performance by Acquiror after the Closing, or this Agreement; and (iii) the operation by Acquiror of the Business after the Closing, except to the extent Seller is required to indemnify Acquiror with respect thereto; (iv) any matter as otherwise provided in Article VIII or specifically enumerated as an item disclosed on Schedules 3.7, 3.8 (other than items 1 and 5(a) and (b) disclosed thereon), 3.10, or 3.13, (v) any liability reserved against or included in the Financial Statements or the Closing Date Balance Sheet or reserved against or included in the Final Net Worth but in both cases only to the extent of the reserve or accrual for such liability, or (vi) any liability, including, but not limited to, liabilities relating to Hazardous Materials or Environmental Laws, of either of the Companies or relating to the Business with respect as to which Seller is not required to Sellers will indemnify Acquiror pursuant to Section 7.3, all liabilities and obligations of the PEPL Companies and/or the Business, regardless of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities and expenses attributable to the PEPL Employee Benefit Plans and the PEPL Employee Arrangements or otherwise to be assumed or paid by Acquiror or the PEPL Companies pursuant to Section 5.9).
(b) Acquiror shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters enumerated in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this AgreementSection 7.2 only, the representations and warranties of Acquiror contained in this Agreement shall be read without giving effect to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million.
(c) Notwithstanding any other provision in this Agreement to the contrary, this Section 7.2 shall not apply to any claim of indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be governed by Article VIII.
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Indemnification by Acquiror. (a) Subject to the terms Section 7.1 and conditions of this 7.2(b), and except as otherwise provided in Article X, from and after the ClosingVIII, Acquiror will hereby agrees that it shall indemnify, defend and hold Seller, its Affiliates, harmless Sellers and their respective stockholders, directors, officers, employees, representatives, employees advisors, agents and agents harmless from Affiliates (the "Seller Indemnified Parties") from, against and against in respect of any and all damages, claims, losses, charges, actions, suits, demandsproceedings, assessmentsdeficiencies, judgmentsTaxes, losses, liabilities, damages, costs, royalties, payments, license fees and expenses (including interest, penalties, and reasonable attorneys' feescosts and expenses (but not including, accounting fees consequential, exemplary, special and investigation costspunitive damages and lost profits, other than such damages awarded to any third party against an Indemnified Party) (collectively, the "LIABILITIESLosses") resulting from or arising out of of, relating to or resulting from, directly or indirectly:
(i) any breach of any representation or warranty of made by Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, or this Agreement;
(ii) any the breach of any covenant or agreement of Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, which covenant requires performance by Acquiror after the Closing, or this Agreement; and
(iii) the operation by Acquiror of the Business after the Closing, except to the extent Seller is required to indemnify Acquiror with respect thereto; (iv) any matter as otherwise provided in Article VIII or specifically enumerated as an item disclosed on Schedules 3.7, 3.8 (other than items 1 and 5(a) and (b) disclosed thereon), 3.10, or 3.13, (v) any liability reserved against or included in the Financial Statements or the Closing Date Balance Sheet or reserved against or included in the Final Net Worth but in both cases only to the extent of the reserve or accrual for such liability, or (vi) any liability, including, but not limited to, liabilities relating to Hazardous Materials or Environmental Laws, of either of the Companies or relating to the Business with respect as to which Seller is not required to Sellers will indemnify Acquiror pursuant to Section 7.3, all liabilities and obligations of the PEPL Companies and/or the Business, regardless of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities and expenses attributable to the PEPL Employee Benefit Plans and the PEPL Employee Arrangements or otherwise to be assumed or paid by Acquiror or the PEPL Companies pursuant to Section 5.9).
(b) Acquiror shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters enumerated in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this AgreementSection 7.2 only, the representations and warranties of Acquiror contained in this Agreement shall be read without giving effect to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million.
(c) Notwithstanding any other provision in this Agreement to the contrary, this Section 7.2 shall not apply to any claim of indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be governed by Article VIII.
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