Common use of Indemnification by Parent and Seller Clause in Contracts

Indemnification by Parent and Seller. Except as limited by Section 7.4, from and after the Closing, Parent and Seller, jointly and severally, shall indemnify, defend and hold harmless Buyer, the Company and the Subsidiary and their respective officers, directors, stockholders, members, managers, employees and agents (each, a “Buyer Indemnified Party”) from and against any and all Losses sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of: (a) any misrepresentation or breach of a representation or warranty made by Parent or Seller hereunder, including under Article 2 and Article 3 hereof; (b) any non-compliance with or breach by Parent or Seller of any of the covenants or agreements contained in the Transaction Documents to be performed by Parent or Seller at any time; (c) all Taxes (or the nonpayment thereof) of the Company and the Subsidiary for any Pre-Closing Tax Period and the pre-Closing portion of any Straddle Period (computed in the manner set forth in Section 8.1(c)(ii)); (d) all Taxes of any member of an affiliated, combined or unitary group of which the any of the Company and the Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, provincial, territorial or foreign law; (e) any and all Taxes of any Person (other than the Company and the Subsidiary) imposed on the Company or the Subsidiary as a transferee or successor, by Contract or pursuant to any Rule, which Taxes relate to an event or transaction occurring on or before the Closing Date; (f) any Seller Conversion Expenses, Seller Transaction Expenses and Indebtedness (other than Continuing Indebtedness) not paid on or prior to Closing; and (g) any obligations arising out of any guaranty by the Company or the Subsidiary of any contractual or other obligations owed by Strong Digital.

Indemnification by Parent and Seller. Except as limited by Section 7.4, from and after the Closing, (a) Parent and Seller, Seller jointly and severally, shall indemnify, defend severally agree to indemnify in full Buyer and hold harmless Buyer, the Company and the Subsidiary and their respective its officers, directors, stockholdersemployees, membersagents and Affiliates (collectively, managersfor purposes of this Article IX only, employees and agents (each, a “Buyer Indemnified PartyBuyer”) from and hold it harmless against any and all Losses sustained Loss, whether or not actually incurred by any Buyer Indemnified Party relating toprior to the applicable date referred to in Section 8.1(a), resulting arising from, arising out of relating to or otherwise by virtue of: constituting (ai) any misrepresentation breach or breach inaccuracy in any of a representation or warranty made by the representations and warranties of Parent or Seller hereundercontained in this Agreement or in the Disclosure Schedule (any such breach or inaccuracy determined without regard to any qualification for “materiality,” “in all material respects” or similar qualifications), including under Article 2 and Article 3 hereof; (bii) any non-compliance with or breach by Parent or Seller of any of the covenants or agreements contained in the Transaction Documents to be performed by of any Parent or Seller at contained in this Agreement, (iii) any time; Retained Liability, (civ) all Taxes (any severance liability or the nonpayment thereof) of the Company and the Subsidiary for other liability to any Pre-Closing Tax Period and the pre-Closing portion of any Straddle Period (computed employee terminated in the manner set forth in Section 8.1(c)(ii)); (d) all Taxes of any member of an affiliated, combined accordance with Article VII or unitary group of which the any of the Company and the Subsidiary is or was a member on or otherwise arising prior to the Closing DateDate or after the Closing Date to the extent such employee is not a Business Employee retained by Buyer, including pursuant (v) Environmental Laws, (vi) Taxes, (vii) any Encumbrance on the Assets, (viii) any Liability resulting from the operation of the business of Seller prior to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, provincial, territorial or foreign lawthe Effective Time; (eix) the failure of Buyer to receive good and marketable title to all of Assets; (x) the failure of the Parent or Seller to comply with bulk sales laws; (xi) the failure to obtain any consent, approval, acknowledgment or waiver; (xii) any Transfer Taxes, and all Taxes of any Person (other than the Company and the Subsidiary) imposed on the Company or the Subsidiary as a transferee or successor, by Contract or pursuant to any Rule, which Taxes relate to an event or transaction occurring on or before the Closing Date; (fxiii) any Seller Conversion Expensesmatter disclosed on Schedule 8.1, Seller Transaction Expenses and Indebtedness (other than Continuing Indebtedness) not paid on or prior to Closing; and (g) any obligations arising out of any guaranty by the Company or the Subsidiary of any contractual or other obligations owed by Strong Digitalcollectively, “Buyer Losses”).

Indemnification by Parent and Seller. Except as limited by Section 7.4, from (i) From and after the Closing, subject to the other provisions of this Article 9, Parent and Seller, jointly and severally, shall indemnify, defend and hold harmless Seller agree to indemnify Buyer, Buyer’s Affiliates (including the Company Acquired Companies) and the Subsidiary and each of their respective officersRepresentatives (collectively, directors, stockholders, members, managers, employees and agents (each, a the “Indemnified Buyer Indemnified PartyEntities”) and to hold each of them harmless from and against against, any and all Indemnifiable Losses sustained suffered, paid or incurred by any such Indemnified Buyer Indemnified Party Entity resulting from or relating to, resulting from, arising out of or otherwise by virtue of: to (ai) any misrepresentation or breach of a representation or warranty made by Parent or Seller hereunder, including under Article 2 and Article 3 hereof; (b) any non-compliance with or breach by Parent or Seller of any of the representations and warranties made to Buyer in any Transaction Document, (ii) caused by any breach by Seller or Parent of any of its covenants or agreements contained in any Transaction Document, (iii) in respect of any Seller Pre-Closing Taxes, (iv) arising in connection with the Transaction Documents to be performed by Parent Distribution Transaction, a Third Party Sale or Seller at any time; Excluded Entities (cincluding the ownership thereof), including any Taxes associated therewith, (v) all Taxes (or the nonpayment thereof) in respect of the Company and the Subsidiary for any Pre-Closing Tax Period and Project Casualty Event, (vi) any “recapture liability” (within the pre-meaning of the Section 1603 Program Guidance) in respect of the Cash Grant Proceeds, to the extent that any such “recapture liability” results from any act or omission of Seller or its Affiliates (including, acts or omissions prior to the Closing, of the Acquired Companies), (vii) to the extent such Indemnifiable Losses arise prior to the Option Closing portion of any Straddle Period (computed as defined in the manner Option Agreement), in respect of the Indebtedness of the Acquired Companies set forth in Section 8.1(c)(ii)); (d1.01(f) all Taxes of any member of an affiliated, combined or unitary group of which the any of the Company and Seller Disclosure Schedules, (viii) the Subsidiary is Cash Grant Capital Contribution, except to the extent resulting from any act or was a member on omission of (A) Riverstone or its Affiliates (other than, prior to the Closing DateClosing, including pursuant to Treasury Regulation Section 1.1502-6 the Acquired Companies), or any analogous (B) Buyer or similar stateits Affiliates (including, localafter the Closing, provincial, territorial the Acquired Companies) or foreign law; (eix) any Claims in respect of Tax matters arising in connection with the arrangements contemplated by the Assignment and all Taxes Deferred Conveyance Agreement, if any, in respect of the Spain Project Companies and the Puerto Rico Project Companies. Notwithstanding anything herein to the contrary, Parent and Seller shall not be required to indemnify any Person Indemnified Buyer Entity for more than fifty percent (50%) of (A) any Indemnifiable Losses suffered by any Acquired Company, or (B) any Indemnifiable Losses suffered by any other than Buyer Entity that are attributable to or derived from a Loss suffered by any Acquired Company, it being the intention of the Parties that Parent’s and Seller’s indemnification obligations hereunder shall relate only to the fifty percent (50%) interest in the Company and the Subsidiary) imposed on the Company or the Subsidiary as a transferee or successor, currently held by Contract or pursuant to any Rule, which Taxes relate to an event or transaction occurring on or before the Closing Date; (f) any Seller Conversion Expenses, Seller Transaction Expenses and Indebtedness (other than Continuing Indebtedness) not paid on or prior to Closing; and (g) any obligations arising out of any guaranty by the Company or the Subsidiary of any contractual or other obligations owed by Strong DigitalSeller.

Indemnification by Parent and Seller. Except as limited by Section 7.4, from (a) From and after the Closing, except as provided in Article X, which shall exclusively govern any claim for indemnification and obligations and procedures related thereto, in each case, with respect to any Losses related to Taxes and subject to the notice requirement and limitations of Section 9.2(b) hereof, Parent and SellerSeller agree, jointly and severally, shall indemnify, defend and hold harmless to indemnify in full (without duplication) Buyer, the Company and the Subsidiary Companies and their respective officers, directors, stockholdersemployees, membersagents and subsidiaries (collectively, managers, employees and agents (each, a the “Buyer Indemnified Party”Parties“) and hold them harmless from and against any claim, demand, loss, liability, obligation, deficiency, action, damage, expense or cost (including, without limitation, interest, penalties, costs of investigation and all Losses sustained defense, and reasonable legal and other professional fees and expenses), whether or not actually incurred by or paid prior to the date referred to in Section 9.2(b) and whether or not involving a Third Party Action (as defined in Section 9.5 hereof) (collectively “Losses“), which any of the Buyer Indemnified Party relating Parties may suffer, sustain or become subject to, resulting from, arising out of from or otherwise by virtue of: relating to (ai) any inaccuracy or misrepresentation in or breach of a representation or warranty made by Parent or Seller hereunder, including under Article 2 and Article 3 hereof; (b) any non-compliance with or breach by Parent or Seller of any of the covenants or agreements contained in the Transaction Documents to be performed by representations and warranties of Parent or Seller at any time; (c) all Taxes (or the nonpayment thereof) of the Company and the Subsidiary for any Pre-Closing Tax Period and the pre-Closing portion of any Straddle Period (computed contained in the manner set forth in Section 8.1(c)(ii)); (d) all Taxes of any member of an affiliated, combined or unitary group of which the any of the Company and the Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, provincial, territorial or foreign law; (e) any and all Taxes of any Person this Agreement (other than the Company representations and warranties in Section 3.12) (including in the Subsidiary) imposed Disclosure Schedule or closing certificates delivered or to be delivered by or on the Company or the Subsidiary as a transferee or successor, by Contract or behalf of such party pursuant to any Rulethe terms of this Agreement) (collectively, which Taxes relate to an event the “Related Documents“), or transaction occurring on or before the Closing Date; (fii) any breach of, or failure to perform, any covenant of the Companies, Parent or Seller Conversion Expenses, Seller Transaction Expenses and Indebtedness contained in this Agreement (other than Continuing Indebtednesscovenants in Article X) not paid (collectively, the “Buyer Losses“). Notwithstanding the foregoing, no recovery shall be available under this Section 9.2(a) on or prior to Closing; and (g) any obligations arising out account of any guaranty by Loss in respect of which, and to the Company or the Subsidiary of any contractual or other obligations owed by Strong Digitalextent that, a price adjustment was made under Article II.