Common use of Indemnification by Parent and Purchaser Clause in Contracts

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 amended, 29 U.S.C. §§ 185 et seq.; (g) any liability under any applicable state, federal or local Law resulting from or arising out of the conduct of the Purchaser in connection with its hiring and employment of the Hired Employees or Purchaser’s failure or refusal to hire any Employee in violation of Section 5.2; (h) any liability under the WARN or any similar Law resulting from or arising out of Purchaser’s violation of Section 5.2(g) hereof; (i) any brokerage or finders’ fees arising out of the transaction contemplated hereby owing to any party engaged by Purchaser; and (i) the reasonable costs and expenses relating to enforcement of the indemnification rights under this Section 7.2.

Indemnification by Parent and Purchaser. Subject to the terms hereof, irrespective of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or obligation of Parent or Purchaser in this Agreement, Parent and ParentPurchaser, 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 AgreementAssumed Liabilities; (b) any breach excluding matters addressed in Sections 7.2(c), Parent's or non-performance by Purchaser Purchaser's conduct of any covenant the Business or agreement made by Purchaser in this Agreement or any other document executed and delivered by Purchaser to Seller at Closing with respect to use of the transactions contemplated by this AgreementAcquired Assets after Closing; (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; (1i) any Product Liability Claim Tax liability of Parent or Purchaser that is not the responsibility of Seller under Section 2.5 above, (ii) any injury or damage caused by or the result of any product produced sold, distributed or otherwise placed in the stream of commerce by or on behalf of Parent or Purchaser in the Business after Closing (other than any such product that was manufactured by or on behalf of Seller on or before Closing), or manufactured by or on behalf of Parent or Purchaser in the Business after Closing, (2) any Warranty Claim outstanding as of the Closing or made after the Closing, and (3iii) 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 or on behalf of Parent or Purchaser in the Business after Closing (other than any such product that was manufactured by or on behalf of Seller on or before Closing), or manufactured by or on behalf of Parent or Purchaser in the Business after Closing, (iv) any pension or other employee benefit liability of Parent or Purchaser, and (v) any failure by Seller, Purchaser or their respective Affiliates to comply, in connection with the transactions contemplated by this Agreement, with the Union Contracts, or with the National Labor Relations Act and any other Laws relating to labor or employment with respect to the Union Contracts, Employees covered by the Union Contracts or the applicable unions under the Union Contracts, but with respect to Seller and its Affiliates only to the extent that any such Claims result from or arise out of any failure to provide proper and timely notice of the transactions contemplated by this Agreement to the applicable unions under the Union Contracts and any failure to afford such unions the opportunity to bargain about the effects of such transactions; provided, however, this shall not result in any indemnification of Seller by Purchaser or Parent of any Plan liabilities that are not Assumed Liabilities. (d) [Reserved]; (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 amended, 29 U.S.C. §§ 185 et seq.; (g) any liability under any applicable state, federal or local Law resulting from or arising out of the conduct of the Purchaser in connection with its hiring and employment of the Hired Employees or Purchaser’s failure or refusal to hire any Employee in violation of Section 5.2; (h) any liability under the WARN or any similar Law resulting from or arising out of Purchaser’s violation of Section 5.2(g) hereof; (i) any brokerage or finders’ ' fees arising out of the transaction contemplated hereby owing to any party engaged by Parent or Purchaser; (f) any breach by Parent or Purchaser of any representation or warranty made by Parent or Purchaser in Section 3 of this Agreement or in the Cedarburg Lease or any other document executed and delivered by or on behalf of Parent or Purchaser to Seller at Closing with respect to the transactions contemplated by this Agreement; (g) any breach or non-performance by Parent or Purchaser of any covenant or agreement made by Parent or Purchaser in this Agreement or in the Cedarburg Lease or any other document executed and delivered by or on behalf of Parent or Purchaser to Seller at Closing with respect to the transactions contemplated by this Agreement; and (ih) the reasonable costs and expenses relating to enforcement of the indemnification rights under this Section 7.27. Parent's and Purchaser's obligation to defend, indemnify and hold the Seller Indemnified Parties harmless from and against any Claims pursuant to Sections 7.2(a)-(e) and Sections 7.2(g)-(h) is made notwithstanding, and shall not be affected or diminished in any way by, any disclosure contained in or on this Agreement or the Schedules.