Common use of Indemnification by Buyer Parties Clause in Contracts

Indemnification by Buyer Parties. (a) Buyer Parties will jointly and severally indemnify in full the Sellers and hold them harmless against any Loss, whether or not actually incurred prior to the date referred to in Section 10.2(d), arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Buyer Parties contained in this Agreement or in any certificate delivered by or on behalf of Buyer Parties pursuant to this Agreement (any such breach or inaccuracy to be determined without regard to any qualification as to “materiality,” “in all material respects” or similar qualification), (ii) any breach of any of the agreements of Buyer Parties contained in this Agreement, (iii) the failure of Buyer Parties to assume, pay and discharge the Assumed Liabilities and (iv) any Liability resulting exclusively from the ownership or use of the Acquired Assets after Closing (“Seller Losses”). (b) Buyer Parties will indemnify the Sellers for the Seller Losses pursuant to Section 10.2(a)(i) only if the aggregate amount of all the Seller Losses attributable to Section 10.2(a)(i) exceeds $250,000 (the “Seller Basket Amount”), in which case Buyer Parties will be liable for the aggregate amount of the Seller Losses in excess of the Seller Basket Amount. (c) Buyer’s liability shall not exceed the Indemnification Limit for the Seller Losses resulting from breach of Section 10.2(a)(i). (d) If the Sellers have a claim for indemnification under this Section 10.2, the Sellers will deliver to Uranium One, as agent for the Buyer Parties, one or more written notices of the Seller Losses within 18 months after the Closing Date, except for Seller Losses arising from any breach of the agreements by the Buyer Parties made in Articles II, V, VI, VII, X or XI of this Agreement, for which Sellers will deliver the notice required by this sentence prior to six months after the expiration of the applicable statute of limitations. Buyer Parties will have no liability under this Section 10.2 unless the written notices required by the preceding sentence are given by the second anniversary of the Closing Date. Any written notice will state in reasonable detail the basis for the Seller Losses to the extent then known by the Sellers and the nature of the Seller Loss for which indemnification is sought, and it may state the amount of the Seller Loss claimed. If such written notice (or an amended notice) states the amount of the Seller Loss claimed and Buyer Parties notify the Sellers that Buyer Parties do not dispute the claim described in such notice or fail to notify the Sellers within 20 Business Days after delivery of such notice by the Sellers whether Buyer Parties dispute the claim described in such notice, the Seller Loss in the amount specified in the Sellers’ notice will be admitted by Buyer Parties, and Buyer Parties will pay the amount of the Seller Loss to the Sellers. If Buyer Parties have timely disputed their liability with respect to such claim, Buyer Parties and the Sellers will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of Buyer Parties’ notice, the Sellers may seek judicial recourse. If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude the Sellers from recovering from Buyer Parties the amount of the Seller Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article X, the Sellers will not be required to provide any notice except as provided in this Section 10.2(d). (e) Buyer Parties will pay the amount of any Seller Loss to the Sellers within 10 days following the determination of Buyer Parties’ liability for and the amount of the Seller Loss (whether such determination is made pursuant to the procedures set forth in this Section 10.2, by agreement between the Sellers and Buyer Parties, by arbitration award or by final adjudication).

Indemnification by Buyer Parties. From and after the Closing, Buyer Parties shall, jointly and severally, defend, indemnify and hold harmless Seller and its Affiliates and their respective owners, members, directors, officers, managers, employees, insurers and, in each case, their respective successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all Damages (individually, a “Seller’s Indemnified Claim” and collectively, “Seller’s Indemnified Claims”) which are suffered or incurred by any of Seller Indemnitees or to which any of Seller Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (a) any inaccuracy in or breach of any representation or warranty made by Buyer Parties will jointly and severally indemnify in full the Sellers and hold them harmless against any Loss, whether or not actually incurred prior to the date referred to in Section 10.2(d), arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Buyer Parties contained in this Agreement or in any certificate the certificates delivered by or on behalf of Buyer Parties pursuant to this Agreement Section 10.3(c) hereto (any such breach or inaccuracy to be determined without regard giving effect to any qualification as materiality or Material Adverse Effect qualifications limiting the scope of such representation or warranty); (b) the operation of the Company and the Properties prior to “materiality,” “in all material respects” and after the Effective Date, or similar qualificationthe ownership of the Company, except to the extent that Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 13.2(a); (c) the condition of the Properties before, on or after the Effective Date, regardless of whether such condition or events giving rise to such condition arose or occurred before, on or after the Effective Date, except to the extent that Seller has agreed to indemnify the Buyer Indemnitees pursuant to Section 13.2(a); and (iid) any breach of any of the Buyer’s or Parent’s covenants, obligations or agreements of Buyer Parties contained in this Agreement, (iii) Agreement that survive the failure of Buyer Parties to assume, pay and discharge the Assumed Liabilities and (iv) any Liability resulting exclusively from the ownership or use of the Acquired Assets after Closing (“Seller Losses”). (b) Buyer Parties will indemnify the Sellers for the Seller Losses pursuant to Section 10.2(a)(i) only if the aggregate amount of all the Seller Losses attributable to Section 10.2(a)(i) exceeds $250,000 (the “Seller Basket Amount”), in which case Buyer Parties will be liable for the aggregate amount of the Seller Losses in excess of the Seller Basket Amount. (c) Buyer’s liability shall not exceed the Indemnification Limit for the Seller Losses resulting from breach of Section 10.2(a)(i). (d) If the Sellers have a claim for indemnification under this Section 10.2, the Sellers will deliver to Uranium One, as agent for the Buyer Parties, one or more written notices of the Seller Losses within 18 months after the Closing Date, except for Seller Losses arising from any breach of the agreements by the Buyer Parties made in Articles II, V, VI, VII, X or XI of this Agreement, for which Sellers will deliver the notice required by this sentence prior to six months after the expiration of the applicable statute of limitations. Buyer Parties will have no liability under this Section 10.2 unless the written notices required by the preceding sentence are given by the second anniversary of the Closing Date. Any written notice will state in reasonable detail the basis for the Seller Losses to the extent then known by the Sellers and the nature of the Seller Loss for which indemnification is sought, and it may state the amount of the Seller Loss claimed. If such written notice (or an amended notice) states the amount of the Seller Loss claimed and Buyer Parties notify the Sellers that Buyer Parties do not dispute the claim described in such notice or fail to notify the Sellers within 20 Business Days after delivery of such notice by the Sellers whether Buyer Parties dispute the claim described in such notice, the Seller Loss in the amount specified in the Sellers’ notice will be admitted by Buyer Parties, and Buyer Parties will pay the amount of the Seller Loss to the Sellers. If Buyer Parties have timely disputed their liability with respect to such claim, Buyer Parties and the Sellers will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of Buyer Parties’ notice, the Sellers may seek judicial recourse. If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude the Sellers from recovering from Buyer Parties the amount of the Seller Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article X, the Sellers will not be required to provide any notice except as provided in this Section 10.2(d).Closing; and (e) any Taxes for which Buyer Parties will pay the amount of any Seller Loss to the Sellers within 10 days following the determination of Buyer Parties’ liability for and the amount of the Seller Loss (whether such determination is made responsible pursuant to the procedures set forth in this Section 10.27.8. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS BY THE BUYER PARTIES SHALL APPLY WHETHER OR NOT SUCH DUTIES, by agreement between the Sellers and Buyer PartiesOBLIGATIONS OR LIABILITIES, by arbitration award or by final adjudication)OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (ii) STRICT LIABILITY, OR (iii) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE PROPERTIES, INCLUDING APPLICABLE ENVIRONMENTAL LAWS.

Indemnification by Buyer Parties. (a) Each of the Buyer Parties will jointly shall -------------------------------- indemnify each of the Seller Parties, their affiliates and severally indemnify in full the Sellers each of their respective officers, directors, employees, stockholders, agents and representatives against and hold them harmless against from any Lossloss, whether liability, Claim, damage or not actually expense (including, without limitation, reasonable legal fees and expenses) suffered or incurred prior by any such Indemnified Party to the date referred to in Section 10.2(d), extent arising from, relating to or constituting from (ia) any breach of any representation or inaccuracy in warranty of any of the representations and warranties of Buyer Parties which survives the Closing contained in this Agreement or in any certificate delivered pursuant hereto (it being agreed and acknowledged by or on behalf the parties that for purposes of Buyer Parties Seller Parties' right to indemnification pursuant to this Agreement (Section 13.3 the representations and warranties of any such breach or inaccuracy of the Buyer ------------ Parties contained herein shall not be deemed qualified by any references herein to be determined without regard to any qualification as to “materiality,” “in all material respects” or similar qualificationmateriality generally), (iib) any breach of any covenant of any of the agreements of Buyer Parties contained in this Agreement, (iiic) all obligations and liabilities related to the failure of Buyer Parties to assumeAssets, pay and discharge the Assumed other than Retained Liabilities and (iv) other items which any Liability resulting exclusively from the ownership or use of the Acquired Assets after Closing (“Seller Losses”). (b) Buyer Parties will indemnify the Sellers for the Seller Losses pursuant to Section 10.2(a)(i) only if the aggregate amount of all the Seller Losses attributable to Section 10.2(a)(i) exceeds $250,000 (the “Seller Basket Amount”), in which case Buyer Parties will be liable for the aggregate amount of the Seller Losses in excess of the Seller Basket Amount. (c) Buyer’s liability shall not exceed the Indemnification Limit Parties have expressly agreed to pay or perform pursuant to this Agreement or for the Seller Losses resulting from breach of which indemnification is provided under Section 10.2(a)(i). 13.2, (d) If the Sellers have a claim for indemnification under this Section 10.2, the Sellers will deliver to Uranium One, as agent for any ------------ act or omission of any of the Buyer Parties, one their officers, directors, employees, agents or more written notices designated representatives in connection with any of the Buyer Parties' conduct of the Inspection at Seller Parties' Facilities pursuant to Section 7.10, except to the ------------ extent of any of the Seller Parties' gross negligence or willful misconduct related to the Inspection, (e) all Indemnified Environmental Claims, and (f) all Environmental Losses, whether such Environmental Loss arises before or after Closing and whether arising on-site or off-site, other than Environmental Losses within 18 months after the Closing Date, except for Seller Losses arising from which any breach of the agreements by Seller Parties are obligated to indemnify any of the Buyer Parties made in Articles II, V, VI, VII, X or XI of this Agreement, for which Sellers will deliver the notice required by this sentence prior to six months after the expiration of the applicable statute of limitationsunder Section 13.1. Buyer Parties will have no liability under this Section 10.2 unless the written notices required by the preceding sentence are given by the second anniversary of the Closing Date. Any written notice will state in reasonable detail the basis for the Seller Losses to the extent then known by the Sellers and the nature of the Seller Loss for which indemnification is sought, and it may state the amount of the Seller Loss claimed. If such written notice (or an amended notice) states the amount of the Seller Loss claimed and Buyer Parties notify the Sellers that Buyer Parties do not dispute the claim described in such notice or fail to notify the Sellers within 20 Business Days after delivery of such notice by the Sellers whether Buyer Parties dispute the claim described in such notice, the Seller Loss in the amount specified in the Sellers’ notice will be admitted by Buyer Parties, and Buyer Parties will pay the amount of the Seller Loss to the Sellers. If Buyer Parties have timely disputed their liability with respect to such claim, Buyer Parties and the Sellers will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of Buyer Parties’ notice, the Sellers may seek judicial recourse. If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude the Sellers from recovering from Buyer Parties the amount of the Seller Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article X, the Sellers will not be required to provide any notice except as provided in this Section 10.2(d). (e) Buyer Parties will pay the amount of any Seller Loss to the Sellers within 10 days following the determination of Buyer Parties’ liability for and the amount of the Seller Loss (whether such determination is made pursuant to the procedures set forth in this Section 10.2, by agreement between the Sellers and Buyer Parties, by arbitration award or by final adjudication).------------

Indemnification by Buyer Parties. (a) Buyer Parties will will, jointly and severally severally, indemnify in full the Sellers Seller and Guarantor (collectively, for purposes of this Section 10.2 only, “Seller”) and hold them it harmless against any Loss, whether or not actually incurred prior to the date referred to in Section 10.2(d), arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Buyer Parties (as modified by any Buyer Permitted Updates) contained in this Agreement or in any closing certificate delivered by or on behalf of Buyer Parties pursuant to this Agreement (the calculation of Loss resulting from any such breach or inaccuracy to be determined without regard to any qualification as to “materiality,” ”, “in all material respects” or similar qualification), or (ii) any breach of any of the agreements or covenants of Buyer Parties contained in this Agreement, (iii) the failure of Buyer Parties to assume, pay and discharge the Assumed Liabilities and (iv) any Liability resulting exclusively from the ownership or use of the Acquired Assets after Closing Agreement (“Seller Losses”). (b) Buyer Parties will indemnify the Sellers Seller for the Seller Losses pursuant to Section 10.2(a)(i10.2(a) only if the aggregate amount of all the Seller Losses attributable to Section 10.2(a)(i10.2(a) exceeds $250,000 200,000 (the “Seller Seller’s Basket Amount”), in which case Buyer Parties will be liable for the aggregate amount of the all Seller Losses in excess of the Seller Basket AmountLosses. (c) Buyer’s The Buyer Parties’ liability shall will not exceed the Indemnification Limit Purchase Price for the Seller Losses resulting from breach of attributable to Section 10.2(a)(i10.2(a) or any Loss arising pursuant to Section 10.4(a). (d) If the Sellers have Seller has a claim for indemnification under this Section 10.2, the Sellers will Seller must deliver to Uranium One, as agent for the Buyer Parties, or Parent one or more written notices of the Seller Losses within 18 twenty-two (22) months after the Closing Date, except for Seller Losses arising from any breach of any of the agreements by the Buyer Parties made contained in Articles II, V, VI, VII, X or XI of this Agreement, for which Sellers will Seller must deliver the such written notice required by this sentence prior to six two months after the expiration of the applicable statute of limitations. The Buyer Parties will have no liability under this Section 10.2 unless the written notices required by the preceding sentence are given by the second anniversary of the Closing Datedate specified. Any written notice will state in reasonable detail the basis for the such Seller Losses to the extent then known by the Sellers Seller and the nature of the Seller Loss Losses for which indemnification is sought, and it may state the amount of the Seller Loss Losses claimed. If such written notice (or an amended notice) states the amount of the Seller Loss Losses claimed and either Buyer Parties notify or Parent notifies Seller that the Sellers that Buyer Parties do not dispute the claim described in such notice or fail fails to notify the Sellers Seller within 20 Business Days after delivery of such notice by Seller whether the Sellers whether Buyer Parties dispute the claim described in such notice, the Seller Loss Losses in the amount specified in the Sellers’ Seller’s notice will be admitted by the Buyer Parties, and either Buyer Parties or Parent will pay the amount of the such Seller Loss Losses to the SellersSeller. If the Buyer Parties have timely disputed their liability with respect to such claim, Buyer Parties and the Sellers Seller will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 calendar days after delivery of Buyer Parties’ Buyer’s notice, the Sellers Seller may seek judicial recourse. If a written notice does not state the amount of the Seller Loss Losses claimed, such omission will not preclude the Sellers Seller from recovering from Buyer Parties the amount of the Seller Loss Losses with respect to the claim described in such notice if any such amount is promptly provided once determineddetermined (although in that event, the Buyer Parties will have the right to dispute the claim in accordance with the provisions of this Section 10.2(d)). In order to assert its right to indemnification under this Article X, the Sellers Seller will not be required to provide any notice except as provided in this Section 10.2(d). (e) The Buyer Parties will pay the amount of any Seller Loss Losses to the Sellers Seller within 10 days Business Days following the a determination of the Buyer Parties’ liability for and the amount of the Seller Loss Losses (whether such determination is made pursuant to the procedures set forth in this Section 10.2, by agreement between the Sellers Seller and Buyer PartiesBuyer, by arbitration award or by final adjudication).

Indemnification by Buyer Parties. (a) The Buyer Parties will jointly and severally indemnify in full the Sellers will indemnify, defend and hold them harmless the Ordinary Shareholders, together with their respective successors and assigns, from, against and with respect to any and all damage or loss, deficiency, expense (including any reasonable attorney and accountant fees, legal costs or expenses), Action, suit, proceeding, demand, assessment or judgment to or against the Ordinary Shareholders (collectively, the “Shareholders’ Loss”) arising out of or in connection with: (i) all liabilities, whether damages or not actually claims incurred prior or accrued against the Buyer Parties or the Surviving Corporation arising out of the business activities of the Surviving Corporation after the Effective Time, except to the date referred to extent any such liabilities, damages or claims arise out of or in connection with any breach, violation or nonperformance covered by Section 10.2(d), arising from, relating to or constituting 11.02; (iii) any breach or inaccuracy in violation by the Buyer Parties of any of the their respective representations and or warranties of Buyer Parties contained in this Agreement or in any document, certificate delivered by or on behalf of Buyer Parties schedule required to be furnished pursuant to this Agreement (any such breach or inaccuracy to be determined without regard to any qualification as to “materiality,” “in all material respects” or similar qualification), (ii) any breach of any of the agreements of Buyer Parties contained in this Agreement, ; (iii) the failure of Buyer Parties any Net Working Capital Upward Adjustment payable by Parent pursuant to assume, pay and discharge the Assumed Liabilities and Section 3.06(a)(vi); (iv) any Liability resulting exclusively from Net Cash Upward Adjustment payable by Parent pursuant to Section 3.06(b)(v); or (v) any breach, violation, or nonperformance by the ownership Buyer Parties of any of their respective covenants or use of the Acquired Assets after Closing (“Seller Losses”)agreements contained in this Agreement or in any document, certificate or schedule required to be furnished pursuant to this Agreement. (b) Notwithstanding anything to the contrary in Section 11.03(a) above, the Buyer Parties will shall not have any obligation to indemnify the Sellers for the Seller Losses pursuant Ordinary Shareholders with respect to Section 10.2(a)(i11.03(a)(ii) only if the aggregate amount above (i) in respect of any De Minimis Claim for Shareholders’ Loss and (ii) until Ordinary Shareholders have suffered Shareholders’ Loss by reason of all the Seller Losses attributable to such breaches of Section 10.2(a)(i11.03(a)(ii) exceeds $250,000 (the “Seller Basket Amount”), in which case Buyer Parties will be liable for the aggregate amount of the Seller Losses in excess of the Seller Basket Amount. Basket, in which event Ordinary Shareholders shall be entitled to the amount of such Shareholders’ Loss from the first dollar of all Shareholders’ Losses, provided, however, that any claim or portion thereof based upon (cA) Buyer’s liability shall not exceed the Indemnification Limit for the Seller Losses resulting from breach of Section 10.2(a)(i). (d) If the Sellers have a claim for indemnification under this Section 10.2, the Sellers will deliver to Uranium One, as agent for the Buyer Parties, one or more written notices of the Seller Losses within 18 months after the Closing Date, except for Seller Losses arising from any breach of the agreements Fundamental Rep made by the Buyer Parties made or (B) any cases of fraud or deceit committed by a Buyer Party shall not be subject to the limitations contained in Articles IIthis Section 11.03(b); provided, Vfurther, VI, VII, X that no De Minimis Claim shall be taken into account for purposes of determining whether the Basket has been met or XI exceeded. (A) The maximum aggregate amount of this Agreement, Shareholders’ Losses for which Sellers will deliver the notice required Buyer Parties shall be liable pursuant to Section 11.03(a)(ii) (other than with respect to any Fundamental Rep made by this sentence prior the Buyer Parties) shall be an amount equal to six months the Cap (after which point the expiration of the applicable statute of limitations. Buyer Parties will have no liability under this Section 10.2 unless obligation to further indemnify the written notices required by the preceding sentence are given by the second anniversary of the Closing Date. Any written notice will state in reasonable detail the basis for the Seller Losses to the extent then known by the Sellers Ordinary Shareholders from and the nature of the Seller Loss for which indemnification is sought, and it may state the amount of the Seller Loss claimed. If against any such written notice (or an amended notice) states the amount of the Seller Loss claimed and Buyer Parties notify the Sellers that Buyer Parties do not dispute the claim described in such notice or fail to notify the Sellers within 20 Business Days after delivery of such notice by the Sellers whether Buyer Parties dispute the claim described in such notice, the Seller Loss in the amount specified in the SellersShareholders’ notice will be admitted by Buyer Parties, and Buyer Parties will pay the amount of the Seller Loss to the Sellers. If Buyer Parties have timely disputed their liability with respect to such claim, Buyer Parties and the Sellers will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of Buyer Parties’ notice, the Sellers may seek judicial recourse. If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude the Sellers from recovering from Buyer Parties the amount of the Seller Loss with respect to Section 11.03(a)(ii) (other than with respect to any Fundamental Rep made by the claim described Buyer Parties)) and (B) the maximum aggregate amount of Shareholders’ Losses for which the Buyer Parties shall be liable pursuant to (x) Section 11.03(a)(ii) solely with respect to any Fundamental Rep made by the Buyer Parties and (y) Section 11.03(a)(v) shall in such notice if any such each cash be an amount is promptly provided once determinedequal to the Merger Consideration Cap. In order to assert its right to indemnification under this Article XFor the avoidance of doubt, the Sellers will rights of the Ordinary Shareholders for Shareholders’ Losses pursuant to Section 11.03(a)(i) and Sections 11.03(a)(iii) and (iv) shall not be required to provide any notice except as provided limited by the provisions in Section 11.03(b) and Section 11.03(c) and shall be fully reimbursable and, for purposes of this Section 10.2(d)11.03, any amounts paid in connection with any claim for such Shareholders’ Losses shall not be used in determining whether the Basket or the Cap or Merger Consideration Cap, as the case may be, have been met. (e) Buyer Parties will pay the amount of any Seller Loss to the Sellers within 10 days following the determination of Buyer Parties’ liability for and the amount of the Seller Loss (whether such determination is made pursuant to the procedures set forth in this Section 10.2, by agreement between the Sellers and Buyer Parties, by arbitration award or by final adjudication).