Indemnification by Parent and Seller. Subject to Section 8.5, Parent and Seller agree, jointly and severally, to indemnify, defend and hold harmless Purchaser, its Affiliates, and their respective directors, officers, employees and agents (each, a “Purchaser Indemnified Party”), from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by any of the foregoing Persons by reason of or resulting from (a) any untrue representation of, or breach of warranty by Parent or Seller in any part of this Agreement; (b) any non-fulfillment of any covenant, agreement or undertaking of Parent or Seller in any part of this Agreement; and (c) subject to the immediately following sentence, any Retained Liability; (d) any liability for Taxes resulting from or attributable to the Pre-Closing Transactions and any liability for Taxes attributable to Seller or either of the Subsidiaries (with Income Taxes of either of the Subsidiaries meaning Income Taxes arising after application of the relevant NOL Threshold) for Taxable periods (or portions thereof) ending on or prior to the Closing Date, other than Taxes reflected in the Final Subsidiary Closing Balance Sheet and (e) either of the matters described on Schedule 8.2. No claim for indemnity can be brought against Seller under clause (c) of this Section 8.2 if the subject matter of the claim is based on events, facts or circumstances that also constitute a breach of, or could give rise to a valid claim of a breach of, a representation or warranty contained in Section 2.11 (Sufficiency of Purchased Assets; Operations of Aesthetics Business) (but only those provisions of Section 2.11 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), Section 2.14 (FDA and Global Regulation Compliance in Connection with the Aesthetics Business), Section 2.15 (Compliance with Applicable Laws), (but only those provisions of Section 2.15 that do not pertain to Tax Laws, Environmental Laws and laws that, if not complied with would necessarily result in a breach of Section 2.19), it being understood and agreed that the exclusive remedy of each Purchaser Indemnified Party for any actions or claims the subject matter of which is based on events, facts or circumstances that constitute a breach of, or could give rise to a valid claim of a breach of, any of such representations or warranties is a claim for indemnification under Section 8.2(a) and such actions or...
Indemnification by Parent and Seller. From and after the Closing, Parent and Seller (the “Seller Indemnifying Parties”) shall jointly and severally indemnify and hold Purchaser and its respective Affiliates (including the Companies after the Closing) and their respective directors, officers, employees, shareholders, members, partners, agents, successors and assigns (collectively “Purchaser Claimants” and individually a “Purchaser Claimant”) harmless against any Damages, whether or not involving a third party claim, that Purchaser Claimants incurred directly or indirectly by reason of or attributable to:
(a) the inaccuracy or breach of any representation or warranty of Seller or Parent contained in Article III of this Agreement to the extent not caused by Purchaser;
(b) any failure by Seller or Parent to perform or comply with any covenant or obligation of Seller or Parent, as applicable, contained in this Agreement to the extent not caused by Purchaser, including but not limited to, any failure to satisfy the terms of the Assignment and Assumption Agreement;
(c) any Pre-Closing Tax;
(d) any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any Person with a Company, Seller or Parent or any Related Person (or any Person acting on their behalf) in connection with the transactions contemplated hereby;
(e) the retained liabilities set forth on Annex D;
(f) the Restructuring;
(g) any Indebtedness of any other Person, the payment of which any Company is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, either severally or jointly with any other Person, whether contingent or otherwise; and/or
(h) Environmental Liabilities to the extent (i) related to or arising from operations at (including without limitation off-site disposal from), or conditions at, on, under or proximate to any properties, landfills, or facilities retained by the Seller Indemnifying Parties after Closing (including but not limited to the properties, landfills or facilities to be transferred out of the Companies pursuant to the Restructuring, whether or not transferred prior to Closing), or which are not otherwise conveyed to Purchaser pursuant to this Agreement, including but not limited to facilities formerly owned by U.S. Pipe (the “Non-Transferred Properties”); or (ii) any remedial, response, abatement, cleanup, investigative, and monitoring work required by a Governmental Entity (collectively, “Remedial W...
Indemnification by Parent and Seller. (a) Parent and Seller jointly and severally agree to indemnify in full Buyer and its officers, directors, employees, agents, stockholders and subsidiaries (collectively, the "Buyer Indemnified Parties") and hold them harmless from and against any loss, liability, damage, expense or cost (including, without limitation, costs of investigation and defense, and reasonable legal and other professional fees and expenses but not including consequential damages, punitive, special or indirect damages), as incurred and whether or not involving a Third Party Action (as defined in Section 11.07(a)), which any of the Buyer Indemnified Parties may suffer, sustain or become subject to, as a direct or indirect result of, or arising from or in connection with any of the following (collectively, "Buyer Losses"):
(i) any breach or inaccuracy in any of the representations and warranties of Parent or Seller contained in this Agreement, the Ancillary Agreements, or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Parent or Seller pursuant to the terms hereof or thereof or otherwise referenced or incorporated in this Agreement (collectively, the "Seller Related Documents"), it being understood and agreed that for all purposes under this Article XI any such breach of a representation or warranty shall be determined without regard to the effect of any qualification set forth therein relating to materiality or a Material Adverse Effect; provided that Buyer Losses resulting from a breach or inaccuracy of Section 4.25 shall only include any costs or expenses incurred to comply with the requirements of any Environmental Law or any Order under or pursuant to any Environmental Law, except to the extent Buyer or another party after the Closing has contributed to the condition or the circumstances, including any Releases, forming the basis of any such Buyer Losses.
(ii) any breach of, or failure to perform, any covenant or agreement of Parent or Seller contained in this Agreement or any of the Seller Related Documents;
(iii) any product or component thereof manufactured or shipped, or any services provided, by the Business in whole or in part prior to the Closing (including, without limitation, any product liability claims);
(iv) any product recall required by any Governmental Authority with respect to any product or component thereof manufactured or shipped by the Business in whole or in part prior to the Closing;
(v) the Divisio...
Indemnification by Parent and Seller. Following the Closing and subject to the terms and conditions of Article VIII and this Article IX, Parent and Seller will jointly and severally indemnify, defend and hold harmless the Buyer Group from and against any and all Damages actually incurred by the Buyer Group based upon or arising out of (a) any breach of any representation or warranty made by the Company, Parent, or Seller contained in Article III or Article IV after giving effect to any supplements delivered in accordance with Section 6.11, (b) any breach by Parent or Seller of any of its covenants contained herein, and (c) the Retained Claims (in accordance with Section 9.8). Notwithstanding the foregoing, unless specifically provided for in Annex I and except for Benefit Plan Taxes, none of the provisions of this Article IX shall apply to any claim for indemnification for Taxes (and related Damages) and such claims shall be governed by Annex I.
Indemnification by Parent and Seller. Each of Parent and Seller jointly and severally agree to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expense incurred by such Buyer Group Member in connection with or arising from:
(i) any breach by Parent or Seller of any of its covenants or agreements in this Agreement or in any Seller Ancillary Agreement;
(ii) any failure by Parent or Seller to perform any of its obligations in this Agreement or in any Seller Ancillary Agreement;
(iii) any breach of any warranty or the inaccuracy of any representation of Parent or Seller contained or referred to in this Agreement or any Seller Ancillary Agreement or any certificate delivered by or on behalf of Parent or Seller pursuant hereto;
(iv) the litigation described in Schedule 10.1; and
(v) any failure of Parent or Seller to pay or discharge the excluded liabilities described in Section 2.4; provided, however, that (A) Parent and Seller shall be required to indemnify and hold harmless under clause (iii) of this Section 10.1 only to the extent that the aggregate amount of such Losses and Expense incurred by Buyer Group Members exceeds $250,000; and (B) the aggregate amount that Parent and Seller shall be required to indemnify and hold harmless under clause (iii) of this Section 10.1 shall not exceed $5,000,000.
Indemnification by Parent and Seller. Purchaser and its Affiliates, successors and assigns (each, a “Purchaser Indemnified Party”) shall, solely to the extent provided herein, be indemnified and held harmless by Parent and Seller (collectively, the “Seller Indemnifying Party”), jointly and severally, for and against any and all losses, damages, claims and judgments, including attorney’s fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), actually suffered or incurred by them (each, a “Loss” and collectively, “Losses”), arising out of or resulting from:
(a) the breach of any representation or warranty made by Parent or Seller contained in this Agreement, determined in each case without regard to qualification by Material Adverse Effect or materiality or similar exceptions or qualifications;
(b) the breach of any covenant or agreement of Parent or Seller contained in this Agreement;
(c) any foreign, federal, state or local income Taxes imposed on or payable by CNAC or any of its Subsidiaries for any Pre-Closing Period (or portion of any Straddle Period allocable to a Pre-Closing Period under Section 6.5(c));
(d) any claims of any broker, finder or other Person acting in a similar capacity on behalf of Parent, Seller or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Parent, Seller or any of their respective Affiliates; and
(e) any and all Actions incident to any of the foregoing or such indemnification.
Indemnification by Parent and Seller. Seller and Parent agree that they will each, jointly and severally, indemnify, defend (as to third party claims only), protect and hold harmless Buyer, its officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns at all times from and after the date of this Agreement from and against all liabilities, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses, costs and expenses whatsoever (including court costs, reasonable attorneys' and expert witness fees and expenses and expenses of investigation) whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, incurred as a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by Seller or Parent set forth herein, or in the Schedules, Exhibits or certificates attached hereto or delivered pursuant hereto by Seller or Parent; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Parent or Seller made in this Agreement; (c) any liability, claim or other cost or obligation retained pursuant to Section 10.1; or (d) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a) through (c) of this Section 11.2 had been satisfied.
Indemnification by Parent and Seller. Parent, NMT-US and Seller shall, jointly and severally, indemnify and hold Buyer, ISC and their respective Affiliates (including, without limitation, the Acquired Companies following the Closing), and their respective directors, officers, employees and representatives (collectively, "Buyer Indemnified Parties") harmless from and against all damages, losses, costs, claims, expenses, interest, penalties and Liabilities including reasonable attorneys' and accountants' fees and costs of investigation (collectively, "Damages") suffered or incurred, directly or indirectly, by any Buyer Indemnified Party arising from or related to:
(a) subject to the limitations set forth in Section 14.4, the breach or falsity of any representation or warranty of Parent, Seller, NMT-US or any Acquired Company contained herein;
(b) any of the matters disclosed or required to be disclosed on Schedule 3.7(a), Schedule 3.7(b), Schedule 3.8(b)(ii), Schedule 3.8(c), Schedule 3.9(c), Schedule 3.13(ii), Schedule 3.17, or Schedule 3.20;
(c) the breach of any covenant by Parent, Seller, NMT-US or, prior to the Closing, any Acquired Company, contained herein; or
(d) any of the Excluded Liabilities.
Indemnification by Parent and Seller. Subject to the other terms and conditions of this Article VIII, Parent and Seller, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Parent or Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Parent or Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Parent or Seller pursuant to this Agreement;
(c) any Excluded Asset or any Excluded Liability; or
(d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Parent or Seller or any of their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising from actions occurring on or prior to the Closing Date.
Indemnification by Parent and Seller. (a) From and after the Closing Date (but subject to the limitations set forth in this Section 4), Parent and Seller shall, jointly and severally, hold harmless and indemnify each of the Purchaser Indemnitees from and against, and compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are suffered or incurred by any of Purchaser Indemnitees and that arise from or as a result of:
(i) any inaccuracy in or breach of any of the representations or warranties made by Seller in this Agreement, the Bxxx of Sale, the Conveyance Documents and in any closing certificate;
(ii) any breach of any covenant or obligation of Seller contained in this Agreement; and
