Indemnification by Green Bay Sample Clauses

Indemnification by Green Bay. Subject to ▇▇▇▇▇▇▇ ▇▇.▇, ▇▇▇▇▇ ▇▇▇ agrees to indemnify and save harmless the Atlanta Indemnified Parties from all Losses suffered or incurred by them as a result of or arising out of or in connection with: (a) any breach by Green Bay or Bidco or any inaccuracy of any representation or warranty of Green Bay or Bidco contained in this Agreement or in any agreement, instrument, certificate or other document delivered pursuant hereto; provided that Green Bay shall not be required to indemnify or save harmless the Atlanta Indemnified Parties in respect of any breach or inaccuracy of any representation or warranty unless Atlanta shall have provided notice to Green Bay in accordance with Section 13.4 on or prior to the expiration of the applicable time period related to such representation or warranty set out in Section 14.1; (b) any breach or non-performance by Green Bay or Bidco of any covenant to be performed by Green Bay or Bidco which is contained in this Agreement (including, for certainty, its covenants in Sections 2.2, 2.6 and 8.1) or in any agreement, instrument, certificate or other document delivered pursuant hereto; provided that Green Bay shall not be required to indemnify or save harmless the Atlanta Indemnified Parties pursuant hereto unless Atlanta shall have provided notice to Green Bay in accordance with Section 13.4 on or prior to the expiration of the applicable time period related to such covenant set out in Section 14.1; (c) any Claims of Third Parties in respect of any “bulk laws” or “bulk sales laws” of any jurisdiction in connection with the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities; (d) all obligations of Bidco or Target (or another subsidiary of Green Bay following the Asset Reorganization) under each Asset Closing owed to Atlanta; (e) the Excluded Liabilities (including, for certainty, Claims by the Canada Revenue Agency); and (f) obligations for transfer taxes payable by Bidco in accordance with paragraph (c) of the definition of Assumed Liabilities.