Common use of Indemnification by Holdings Clause in Contracts

Indemnification by Holdings. Notwithstanding any other provision of this Agreement, Holdings shall indemnify Parent from and against and in respect of any and all Losses incurred by Parent, which may be imposed on, sustained, incurred or suffered by or assessed against Parent, directly or indirectly, to the extent relating to or arising out of: (i) any liability for Taxes imposed on any of the Bison Subsidiaries for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning the day after the Closing Date; (ii) any liability for Taxes imposed on Permali or Xxxxxxx for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iii) the Ownership Percentage of any liability for Taxes imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the Ownership Percentage of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iv) any liability, or increase in a liability, for Taxes imposed on Parent or any of its Affiliates as a result of any failure by Holdings to perform or comply with its obligations under Section 5.8(e)(i) of this Agreement; (v) indemnification pursuant to this Section 5.8(j) shall be the sole and exclusive remedy of Parent against Holdings and C&A Products with respect to any and all Losses arising under or related to any liability for Taxes.

Indemnification by Holdings. Notwithstanding any other provision of this Agreement(a) After the Closing, Holdings shall indemnify Parent from hereby agrees to indemnify, defend and hold LIN-Texas harmless against and in with respect of any to, and all Losses incurred by Parent, which may be imposed on, sustained, incurred or suffered by or assessed against Parent, directly or indirectly, to the extent relating to or arising out ofshall reimburse LIN-Texas for: (i) Any and all losses, liabilities or damages resulting from any liability for Taxes imposed on breach of any of the Bison Subsidiaries for any taxable year representation or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning the day after the Closing Date; (ii) any liability for Taxes imposed on Permali or Xxxxxxx for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes warranty made pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iii) the Ownership Percentage of any liability for Taxes imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the Ownership Percentage of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iv) any liabilityAgreement, or increase in a liability, for Taxes imposed on Parent or any of its Affiliates as a result of any failure by Holdings to perform any covenant or comply with its obligations obligation of Holdings set forth herein or in any certificate, document or instrument delivered to LIN-Texas under Section 5.8(e)(i) of this Agreement; (vii) indemnification Any and all losses, liabilities or damages resulting from or relating to the Assumed Liabilities; (iii) Any and all losses, liabilities or damages arising out of the actions or failure to act by Holdings under the Sub-Programming Agreement; and (iv) Any and all out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) Holdings's obligation to indemnify LIN-Texas pursuant to this Section 5.8(j10.3(a) shall be subject to all of the sole following limitations: (i) No indemnification shall be required to be made by Holdings as the Indemnifying Party under Section 10.3(a) until the aggregate amount of damages of LIN-Texas as Claimant exceeds $250,000 and exclusive remedy then only with respect to the amount of Parent against Holdings and C&A Products such damages in excess of $250,000. (ii) LIN-Texas shall be entitled to indemnification only for those damages arising with respect to any claim as to which LIN-Texas has given Holdings written notice within the appropriate time period set forth in Section 10.1 hereof for such claim. (iii) No Related Party of Holdings shall have (A) any personal liability to LIN-Texas as a result of the breach of any representation, warranty, covenant or agreement of Holdings contained herein or otherwise or (B) personal obligation to indemnify LIN-Texas for any of LIN-Texas's claims pursuant to Section 10.3(a), and LIN-Texas waives and releases and shall have no recourse against any one of such Related Parties as the result of the breach of any representation, warranty, covenant or agreement of Holdings contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Station. (iv) LIN-Texas agrees that the payment of any and all Losses arising under claims made by LIN-Texas for indemnification with respect to a breach of any representation or related warranty by Holdings hereunder other than a breach of a representation or warranty contained in Sections 4.1, 4.3, 4.4 and 4.6 shall be limited to Five Million Dollars ($5,000,000), in the aggregate, and LIN-Texas waives and releases, and shall have no recourse against, Holdings in excess of such amount as a result of the breach by Holdings of any liability for Taxesrepresentation or warranty contained herein.

Indemnification by Holdings. Notwithstanding any other provision of this Agreement, Holdings and C&A Products shall jointly and severally indemnify Parent from and against and in respect of any and all Losses incurred by Parent, which may be imposed on, sustained, incurred or suffered by or assessed against Parent, directly or indirectly, to the extent relating to or arising out of: (i) any liability for Taxes imposed on any of the Bison Subsidiaries (other than THI and its Subsidiaries) for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning the day after the Closing Date; (ii) any liability for Taxes imposed on Permali or Xxxxxxx for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iii) the Ownership Percentage of any liability for Taxes imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the Ownership Percentage of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iv) any liability, or increase in a liability, for Taxes imposed on Parent or any of its Affiliates as a result of any failure by Holdings to perform or comply with its obligations under Section 5.8(e)(i) of this Agreement; (v) any increase in net liability for Taxes imposed on Parent or any of its Affiliates in connection with or related to the transactions contemplated by Section 5.21(a) (including any increase in net Tax liability resulting from the sale of assets pursuant to the transactions contemplated by Section 5.21(a)) other than (i) any Tax liability imposed on Parent or any of its Affiliates resulting from the transfer of all of the stock of Textron Automotive Exteriors Inc., Textron Automotive Interiors Inc., or Textron Properties Inc. to C&A Products pursuant to Section 2.1 of this Agreement, determined, for such purposes only, by assuming that the transactions contemplated by Section 5.21(a) had not occurred, and (ii) any increase in net income Tax liability imposed on Parent or any of its Affiliates resulting from the transactions contemplated by Section 5.21(a) for any taxable year or period or portions thereof beginning the day after the closing of all of the transactions contemplated by Section 5.21(a); provided, that any indemnification obligation of Holdings pursuant to this subsection shall be increased by the relevant After Tax Amount; (vi) except as otherwise provided in Sections 5.8(g), indemnification pursuant to this Section 5.8(j) shall be the sole and exclusive remedy of Parent against Holdings and C&A Products with respect to any and all Losses arising under or related to any liability for Taxes.

Indemnification by Holdings. Notwithstanding any other provision of this Agreement, Holdings and C&A Products shall jointly and severally indemnify Parent from and against and in respect of any and all Losses incurred by Parent, which may be imposed on, sustained, incurred or suffered by or assessed against Parent, directly or indirectly, to the extent relating to or arising out of: (i) any liability for Taxes imposed on any of the Bison Subsidiaries (other than THI and its Subsidiaries) for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning the day after the Closing Date; (ii) any liability for Taxes imposed on Permali or Xxxxxxx Rosario for any taxable year or period that ends on or before the Closing thx Xxxxxng Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iii) the Ownership Percentage of any liability for Taxes imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the Ownership Percentage of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes; (iv) any liability, or increase in a liability, for Taxes imposed on Parent or any of its Affiliates as a result of any failure by Holdings to perform or comply with its obligations under Section 5.8(e)(i) of this Agreement; (v) any increase in net liability for Taxes imposed on Parent or any of its Affiliates in connection with or related to the transactions contemplated by Section 5.21(a) (including any increase in net Tax liability resulting from the sale of assets pursuant to the transactions contemplated by Section 5.21(a)) other than (i) any Tax liability imposed on Parent or any of its Affiliates resulting from the transfer of all of the stock of Textron Automotive Exteriors Inc., Textron Automotive Interiors Inc., or Textron Properties Inc. to C&A Products pursuant to Section 2.1 of this Agreement, determined, for such purposes only, by assuming that the transactions contemplated by Section 5.21(a) had not occurred, and (ii) any increase in net income Tax liability imposed on Parent or any of its Affiliates resulting from the transactions contemplated by Section 5.21(a) for any taxable year or period or portions thereof beginning the day after the closing of all of the transactions contemplated by Section 5.21(a); provided, that any indemnification obligation of Holdings pursuant to this subsection shall be increased by the relevant After Tax Amount; (vi) except as otherwise provided in Sections 5.8(g), indemnification pursuant to this Section 5.8(j) shall be the sole and exclusive remedy of Parent against Holdings and C&A Products with respect to any and all Losses arising under or related to any liability for Taxes.