Indemnification by Parent and Purchaser. (a) Parent and Purchaser will, jointly and severally, indemnify and hold harmless Shareholders and their respective affiliates, officers, directors, partners, stockholders, agents, representatives, consultants and employees, and all of their respective heirs, successors and permitted assigns (collectively, the "Shareholder Indemnified Parties") from and against the net amount (determined after deduction of the amount of any insurance proceeds recovered):
(i) of any and all Losses which exist, or which are imposed on, incurred by or asserted against any one or more of the Shareholder Indemnified Parties:
(A) based upon, resulting from or arising out of or as to which there was any breach or inaccuracy of any representation, warranty, statement, certification, agreement, obligation or covenant made by Parent or Purchaser in this Agreement, any Purchaser Related Agreement or in any other written document;
(B) based upon, resulting from or arising out of any claim, litigation or proceeding brought by any third party based upon, resulting from arising out of or concerning any event, fact or circumstance, if and to the extent that such event, fact or circumstance arises out of or relates to the ownership or operation of the Company after the Closing;
(C) arising out of the cost of remediating under Environmental Laws any of the properties now owned, leased, used, occupied or contaminated by the Company, if the conditions requiring such remediation did not exist prior to the Closing;
(D) in the nature of Taxes which arise subsequent to the Closing;
(E) the amount of any brokerage commission, finder's fee or like payment in connection with the transactions contemplated in this Agreement;
(ii) of any cost or expenses (including, without limitation, settlement costs and reasonable attorneys', accountants' and experts' fees and court costs) incurred by Shareholder Indemnified Parties in connection with any of the foregoing (including, without limitation, any reasonable cost or expense incurred by Shareholder Indemnified Parties in enforcing their rights pursuant to this Section 11.4). Each of the above is for purposes of this Agreement a "Shareholder Indemnified Obligation."
(b) Claims for indemnification under Section 11.4(a)(i)(B), (C) or (D), above, may be made regardless of whether or not the matter giving rise to such claim would constitute a breach of a representation and warranty made in this Agreement, any Related Agreement, any Disclosure Schedule hereto and...
Indemnification by Parent and Purchaser. Subject to the terms hereof, Purchaser and Parent, jointly and severally, agree to defend, indemnify and hold Seller and its directors, officers, Affiliates and Representatives (the “Seller Indemnified Parties”) harmless from and against any Claim asserted against, imposed upon or incurred by any Seller Indemnified Party by reason of, resulting from or arising out of:
(a) any breach by Purchaser of any representation or warranty made by Purchaser in Section 3 of this Agreement or any other document executed and delivered by Purchaser to Seller at Closing with respect to the transactions contemplated by this Agreement;
(b) any breach or non-performance by Purchaser of any covenant or agreement made by Purchaser in this Agreement or any other document executed and delivered by Purchaser to Seller at Closing with respect to the transactions contemplated by this Agreement;
(c) any imposition (including, but not limited to, by operation of Law) or attempted imposition by a third party upon any of the Seller Indemnified Parties of any of the Assumed Liabilities and any liability resulting from or arising out of the conduct of the Business by Purchaser following the Closing, including with respect to the use of the Acquired Assets;
(1) any Product Liability Claim caused by or the result of any product produced or manufactured by Purchaser after Closing, (2) any Warranty Claim outstanding as of the Closing or made after the Closing, and (3) any recall by a third party of a product of such third party which utilizes a product sold, distributed or otherwise placed in the stream of commerce by Purchaser in the Business after Closing (other than any such product that was manufactured by Seller on or before Closing), or manufactured by Purchaser in the Business after Closing;
(e) any injury to or damage to property or persons arising out of any entry onto the Facility by Purchaser, its employees, agents, representatives, contractors, consultants or invitees prior to the Closing Date and any mechanic’s, materialmen’s or laborer’s lien or other lien or claims in connection with the making of such survey, tests, borings or any other activities by the Purchaser;
(f) any liability under any applicable Law resulting from or arising out of the conduct of the Purchaser in collective bargaining with the Union, including without limitation any liability under the National Labor Relations Act, as amended, 29 U.S.C. §§ 151 et seq., and the Labor Management Relations Act, as amende...
Indemnification by Parent and Purchaser. Subject to the provisions of this Article VIII, from and after the Closing, Parent and Purchaser shall indemnify, defend and hold harmless each Seller and each Seller’s respective officers, directors, employees, attorneys, accountants, representatives and agents (the “Seller Indemnified Parties”) for, from and against all Losses that any Seller Indemnified Party may suffer, sustain or incur and that result from, arise out of, relate to, or are caused by any of the following:
(a) any breach or inaccuracy of any representation or warranty (other than any Purchaser Fundamental Representation, which shall be indemnifiable pursuant to Section 8.03(b)) of Parent or Purchaser (disregarding all materiality and Parent Material Adverse Effect qualifications for purposes of calculating the applicable Losses) contained in this Agreement or the certificates delivered pursuant to Article VII;
(b) any breach or inaccuracy of any Purchaser Fundamental Representations (disregarding all materiality and Parent Material Adverse Effect qualifications for purposes of calculating the applicable Losses) contained in this Agreement; and
(c) any failure by Parent or Purchaser to perform or comply with any covenant or agreement contained in this Agreement.
Indemnification by Parent and Purchaser. (a) If the Closing occurs, Purchaser and Parent shall jointly and severally hold harmless and indemnify Seller, Seller’s current and future affiliates and the respective successors and assigns of such persons (the “Seller Indemnified Persons”) from and against, and shall compensate and reimburse the Seller Indemnified Persons for, any Damages that are actually suffered or incurred by any Seller Indemnified Person (regardless of whether or not such Damages relate to any third party claim) that arise from or as a result of, or are connected with,
(i) any inaccuracy in or breach of any of the representations or warranties made by Purchaser and Parent in this Agreement;
(ii) any inaccuracy in or breach of any of the representations or warranties made by Purchaser and Parent in this Agreement as if such representation and warranty was made as of the Closing Date;
(iii) any breach of any covenant of Purchaser or Parent contained in this Agreement;
(iv) the failure by Purchaser to perform in all respects or to satisfy any Assumed Liabilities;
(v) any Liabilities directly related to the provision of the Business Offerings by Purchaser, in any case only to the extent that such Liabilities arise solely from actions taken by Purchaser in the provision of the Business Offerings after the Closing Date (it being understood that, for the avoidance of doubt, this clause shall not apply to any such Liabilities that relate to or result from the matters set forth on Schedule 8.3(a)(v)); or
(vi) any failure by Parent or Purchaser to reimburse Seller for amounts paid by Seller in connection with the matters identified or referred to in Schedule 8.2(a)(vii) that Parent and Purchaser are required to reimburse or pay pursuant to Schedule 8.2(a)(vii).
(b) Subject to Section 8.3(d), neither Purchaser nor Parent shall be required to make any indemnification payment pursuant to Section 8.3(a)(i) or Section 8.3(a)(ii) for any breach of the representations and warranties made by it in this Agreement until such time as the total amount of all Damages (including the Damages arising from such breach and all other Damages arising from any other breaches of any representations or warranties of Parent and Purchaser) that have been suffered or incurred by any one or more of the Seller Indemnified Persons, or to which any one or more of the Seller Indemnified Persons has or have otherwise become subject, exceeds the Threshold Amount. If the total amount of such Damages exceeds the Threshold Am...
Indemnification by Parent and Purchaser. Parent and Purchaser shall, jointly and severally, indemnify, defend and hold harmless Seller, the Company and each Company Subsidiary, and each of their respective representatives, employees, officers, directors, stockholders, controlling persons and Affiliates (collectively, the "Seller Indemnified Persons"), for, and shall pay to the Seller Indemnified Persons the amount of any Damages, directly or indirectly, arising from, attributable to or in connection with any breach by Purchaser of any covenant, representation, warranty, agreement or obligation of Purchaser contained in this Agreement; provided, however, that the representations and warranties of Purchaser set forth in Section 5.1 shall not survive the Closing.
Indemnification by Parent and Purchaser. Subject to the limitations in Sections 7.1, 7.9 and 7.10, the Parent and Purchaser, jointly and severally, shall hold harmless and indemnify the Seller and Shareholder from and against, and shall compensate and reimburse the Seller and Shareholder and their respective directors and officers and their respective successors and assigns (collectively, "Seller/Shareholder Indemnitees") for, any Damages which are directly or indirectly suffered or incurred by any of the Seller/Shareholder Indemnitees or to which any of the Seller/Shareholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim), including all costs and reasonable attorneys' fees, which arise from or as a result of:
(a) any breach of any representation or warranty made by the Parent or Purchaser in this Agreement;
(b) any breach of any covenant or obligation of the Parent or Purchaser in any of the Transaction Documents including Purchaser's covenants and obligations in respect of the Assumed Liabilities, the Seller Note, the Earn-Out and the Supply Agreement; or
(c) any Proceeding relating directly or indirectly to any breach, alleged breach, Liability or matter of the type referred to in clause "(a)," or "(b)" above (including any Proceeding commenced by any Seller/Shareholder Indemnitee for the purpose of enforcing any of its rights under this Section 7).
Indemnification by Parent and Purchaser. (a) Subject to the provisions of this Article X and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VII), effective as of and after the Closing, Parent and Purchaser shall indemnify and hold harmless Seller and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties arising out of or related to:
(i) any breach of any representation or warranty of Parent or Purchaser, at and as of the Closing as though made at and as of the Closing (unless made as of a specific date, in which case at and as of such date), contained in Article IV; and
(ii) any breach of any covenant or agreement of Parent or Purchaser contained in this Agreement.
(b) Notwithstanding any other provision to the contrary (except with respect to indemnification for Taxes (which shall be governed exclusively by Article VII)) the cumulative indemnification obligations of Parent and Purchaser under Section 10.3(a)(i) shall in no event exceed, in aggregate, the Cap, and the cumulative indemnification obligations of Parent and Purchaser under Section 10.3(a) shall in no event exceed, in the aggregate, the Purchase Price.
Indemnification by Parent and Purchaser. Parent and the Purchaser, jointly and severally, shall indemnify, defend and hold harmless the Seller Indemnified Parties promptly upon demand at any time and from time to time, against any and all Losses arising in connection with (i) any breach or nonfulfillment of any covenant or agreement made by the Parent or the Purchaser in this Agreement or (ii) the provision by the Seller of the Transitional Services to the Purchaser; provided, however, that for purposes of this Section 6(a), in the event that the Purchaser shall fail to make a payment hereunder when due, the term "Losses" shall include interest on such unpaid amount at a rate of 1% per month accruing from the date which is ten days after the date such payment was due through the date on which such payment is actually made; and provided, further, however, that the Parent and the Purchaser shall not be responsible for any Losses of any Seller Indemnified Person that are the direct result of such Seller Indemnified Person's gross negligence or willful misconduct or any action outside the scope of the provisions of the Transitional Services.
Indemnification by Parent and Purchaser. Subject to the limitations set forth in this Article VI, Parent and Purchaser agree to indemnify, defend and hold harmless Sellers and their managers, officers, employees, successors, permitted assigns, agents and representatives (collectively, the “Seller Indemnitees”), from and against all Losses resulting from:
(i) any breach or inaccuracy of any of the representations and warranties of Parent or Purchaser contained in this Agreement or any Other Agreement;
(ii) any non-compliance with or breach of any covenant or agreement of Parent or Purchaser contained in this Agreement; and
(iii) any Assumed Liability.
Indemnification by Parent and Purchaser. Subject to the limitations set forth in this Article VI, from and after the Closing, Parent and Purchaser shall, jointly and severally, indemnify the Selling Parties, their Affiliates and their respective successors, assignees, officers, directors, principals, attorneys, agents, employees or other Representatives (collectively, the "Seller Indemnified Parties" and each individually a "Seller Indemnified Party") against any Damages that a Seller Indemnified Party incurs arising out of or as a result of:
(a) any breach, misrepresentation or inaccuracy of the representations and warranties of Purchaser and Parent set forth in this Agreement or on any certificate or other instrument or document furnished by any Selling Party to Purchaser and Parent pursuant to this Agreement or any Transaction Document;
(b) any breach or nonfulfillment by Purchaser or Parent of the covenants or agreements of Purchaser or Parent set forth in this Agreement or any other Transaction Document;
(c) any Assumed Liability; and
(d) any and all Matters, demands, assessments, audits or judgments arising out of any of the foregoing.
