Common use of INDEMNIFICATION BY CLARANT Clause in Contracts

INDEMNIFICATION BY CLARANT. Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against Losses sustained or incurred by any Stockholder resulting from or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this Agreement, (c) any liability which the Stockholders may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof (except to the extent that Clarant or Newco has claims against the Stockholders by reason of such liabilities); or (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided the Closing occurs, each of the Stockholders waives any right of contribution or indemnification or other similar right against Clarant, Newco or the Surviving Corporation arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Surviving Corporation.

INDEMNIFICATION BY CLARANT. Subject to the limitations in Section 11.11, Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against Losses sustained or incurred by any Stockholder resulting from or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this Agreement, (c) any liability which the Stockholders may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof (except to the extent that Clarant or Newco has claims against the Stockholders by reason of such liabilities); or (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided the Closing occurs, each of the Stockholders waives any right of contribution or indemnification or other similar right against Clarant, Newco or the Surviving Corporation arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Surviving Corporation.

INDEMNIFICATION BY CLARANT. Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders Contributor and its respective officers, directors, employees, agents, representatives and Affiliates (each, a "Contributor Indemnified Party") at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against any and all Losses sustained or incurred by any Stockholder Contributor Indemnified Party resulting from or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this Agreement, (c) any liability which the Stockholders any Contributor Indemnified Party may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof Assumed Liabilities, (except to the extent that Clarant or Newco has claims against the Stockholders Contributor by reason of such liabilities); or , (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco Clarant or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided , or (e) any liability of Clarant or its Affiliates for Taxes for any Post-Closing Period and any liability for Taxes payable pursuant to Section 10.2 hereof related to the Closing occurs, each of the Stockholders waives any right of contribution or indemnification or other similar right against Clarant, Newco Business or the Surviving Corporation arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need Acquired Assets for any claim against or joinder of Post-Closing Period, except to the Surviving Corporationextent that Contributor is obligated to indemnify Clarant for such Taxes pursuant to this Agreement.

INDEMNIFICATION BY CLARANT. Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders Members at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against Losses sustained or incurred by any Stockholder Member resulting from or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewithherewith or given to Tax Counsel with respect to the Tax Opinion, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this Agreement, (c) any liability which the Stockholders Members may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof (except to the extent that Clarant or Newco has claims against the Stockholders Members by reason of such liabilities); or (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided the Closing occurs, each of the Stockholders Members waives any right of contribution or indemnification or other similar right against Clarant, Newco or the Surviving Corporation Company arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders Members further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders Members without the need for any claim against or joinder of the Surviving CorporationCompany.

INDEMNIFICATION BY CLARANT. Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against Losses sustained or incurred by any Stockholder resulting from or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this AgreementAgreement (including, but not limited to, the covenants contained in Sections 7.10 and 10.6), (c) any liability which the Stockholders may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof (except to the extent that Clarant or Newco has claims against the Stockholders by reason of such liabilities); or (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided the Closing occurs, each of the Stockholders waives any right of contribution or indemnification or other similar right against Clarant, Newco or the Surviving Corporation arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Surviving Corporation.

INDEMNIFICATION BY CLARANT. Subject to the limitations in Section 11.11, Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against Losses sustained or incurred by any Stockholder Stockholder; resulting from from, or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this Agreement, (c) any liability which the Stockholders may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof (except to the extent that Clarant or Newco has claims against the Stockholders by reason of such liabilities); or (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided the Closing occurs, each of the Stockholders waives any right of contribution or indemnification or other similar right against Clarant, Newco or the Surviving Corporation arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Surviving Corporation.

INDEMNIFICATION BY CLARANT. Subject to the limitations in Section 11.11, Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against Losses sustained or incurred by any Stockholder Stockholder, resulting from or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this Agreement, (c) any liability which the Stockholders may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof (except to the extent that Clarant or Newco has claims against the Stockholders by reason of such liabilities); or (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided the Closing occurs, each of the Stockholders waives any right of contribution or indemnification or other similar right against Clarant, Newco or the Surviving Corporation arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Surviving Corporation.

INDEMNIFICATION BY CLARANT. Clarant covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders Members at all times from and after the date of this Agreement until the Clarant Expiration Date, from and against Losses sustained or incurred by any Stockholder Member resulting from or arising out of (a) any breach by Clarant or Newco of its representations and warranties set forth herein or on the schedules, exhibits or certificates delivered in connection herewith, (b) any breach of any covenant or agreement on the part of Clarant or Newco under this Agreement, (c) any liability which the Stockholders Members may incur due to Clarant's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Article 1 hereof (except to the extent that Clarant or Newco has claims against the Stockholders Members by reason of such liabilities); or (d) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Clarant, Newco or any of the Other Founding Companies for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Clarant or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading. Provided the Closing occurs, each of the Stockholders Members waives any right of contribution or indemnification or other similar right against Clarant, Newco or the Surviving Corporation Company arising out of the Company's representations, warranties, covenants and agreements contained herein, and each of the Stockholders Members further agrees that any claims of Clarant and any Clarant Indemnified Party or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders Members without the need for any claim against or joinder of the Surviving CorporationCompany.