Common use of Indemnification by Parent and Purchaser Clause in Contracts

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 thereto or any other written document. No Shareholder Indemnified Party shall be required to make any claim or demand against any other person or entity prior to the making of any claim or demand for indemnification or at any other time.

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 45 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 thereto or any other written document. No Shareholder Indemnified Party shall be required to make any claim or demand against any other person or entity prior to the making of any claim or demand for indemnification or at any other time.

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 or the Subsidiaries 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 CompanyCompany or the Subsidiaries, 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 thereto or any other written document. No Shareholder Indemnified Party shall be required to make any claim or demand against any other person or entity prior to the making of any claim or demand for indemnification or at any other time.

Indemnification by Parent and Purchaser. (a) Parent and Purchaser will, jointly and severally, indemnify and hold harmless Shareholders Shareholder and their his 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 thereto or any other written document. No Shareholder Indemnified Party shall be required to make any claim or demand against any other person or entity prior to the making of any claim or demand for indemnification or at any other time.