Common use of Indemnification by Purchaser and Parent Clause in Contracts

Indemnification by Purchaser and Parent. Purchaser and Parent, jointly and severally, agree to indemnify, defend and hold harmless the Seller Entities, and each of their respective members, shareholders, officers, directors, managers, employees, agents, affiliates, successors or assigns (each, a “Seller Party”) from any Losses which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any exhibit or schedule hereto; (b) the breach of any agreement of Purchaser or Parent contained in this Agreement; or (c) any assertion against a Seller Party of any claim or liability constituting an Assumed Liability. Notwithstanding the foregoing, other than as set forth in Section 13.5, Purchaser will have no indemnification, defense or hold harmless obligation to any Seller Party with respect to the liability of any Seller Party for Taxes as a result of the transactions contemplated by this Agreement or the Expert Agreements. Seller, on behalf of each Seller Party, will give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph stating in reasonable detail the nature and basis of such claim, suit or demand; provided, however, that, the failure to give such notice will not affect the obligations of Purchaser hereunder, except to the extent it is prejudiced by such failure. Except as hereinafter provided and except where an actual conflict of interest between a Seller Party and Purchaser and Parent, Purchaser will have the right, but not the duty, to A xxxx of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. defend and to direct the defense against any such claim, suit or demand, in its name or in the name the Seller Party at Purchaser’s expense and with outside counsel of Purchaser’s own choosing. Each Seller Party will, at Purchaser’s expense, cooperate reasonably in the defense of any such claim, suit or demand. Except as set forth below, if Purchaser, within reasonable time after notice of a claim under this Section 17.2, fails to defend a Seller Party, such Seller Party will be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if, and to the extent any of, the issues remaining therein involve liability for, or the amount of, money damages to be assessed against Seller Party, provided that Purchaser will not, without Seller Party’s written consent (which consent will not be unreasonably withheld or delayed), settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Seller Party a release from all liability in respect of such claim. Whether or not Purchaser shall have assumed the defense of any claim, suit or demand, a Seller Party will not admit any liability with respect to, or settle, compromise or discharge, any such claim, suit or demand without the Purchaser’s prior written consent (which consent will not be unreasonably withheld or delayed).

Indemnification by Purchaser and Parent. Purchaser and Parent, jointly and severally, agree to indemnify, defend and hold harmless the Seller Entities, and each of their respective members, shareholders, officers, directors, managers, employees, agents, affiliates, successors or assigns (each, a “Seller Party”) from any Losses which that a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any exhibit Exhibit or schedule Schedule hereto, occurring or developing during the two (2) year period of survival of such representation or warranty; (b) the breach of any agreement of Purchaser or Parent contained in this AgreementAgreement or the other Transaction Documents; or (c) any assertion against a Seller Party of any claim or liability constituting an Assumed LiabilityLiability or relating to the Purchased Assets or the conduct of the Business by Purchaser or Parent on or after the Closing Date, including, without limitation, Tax claims or liabilities. Notwithstanding the foregoing, other than as set forth in Section 13.511.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Seller Party with respect to the liability of any Seller Party for Taxes as a result of the transactions contemplated by this Agreement or the Expert Agreements. Seller, on behalf of each Seller Party, will give Purchaser prompt written notice of any claim, suit or demand which that it believes will give rise to indemnification by Purchaser under this paragraph stating in reasonable detail the nature and basis of such claim, suit or demand; provided, however, that, the failure to give such notice will not affect the obligations of Purchaser hereunder, except to the extent it is prejudiced by such failure. Except as hereinafter provided and except where an actual a conflict of interest between a Seller Party and Purchaser and ParentParent suggests separate counsel is appropriate, Purchaser will have the right, but not the duty, right to A xxxx of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. defend and to direct the defense against any such claim, suit or demand, in its name or in the name the Seller Party at Purchaser’s expense and with outside counsel of Purchaser’s own choosing. Each Seller Party will, at Purchaser’s expense, cooperate reasonably in the defense of any such claim, suit or demand. Except as set forth below, if If Purchaser, within reasonable time after notice of a claim under this Section 17.2claim, fails to defend a Seller Party, such Seller Party will be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if, and to if the extent any of, the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against Seller Party, provided that Purchaser will not, without Seller Party’s written consent (which consent will not be unreasonably withheld or delayed)consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Seller Party a release from all liability in respect of such claim. Whether or not Purchaser shall have assumed the defense of any claim, suit or demand, a Seller Party will not admit any liability with respect to, or settle, compromise or discharge, any such claim, suit or demand without the Purchaser’s prior written consent (which consent will not be unreasonably withheld or delayed).

Indemnification by Purchaser and Parent. 14.2.1 Subject to the limitations set forth in Section 14.3, Purchaser and Parent, jointly and severally, agree to indemnify, defend and hold harmless the Seller EntitiesParties, and each of their respective members, shareholders, officers, directors, managers, employees, agents, affiliates, successors or assigns (each, a “Seller PartyIndemnitee”) from any Losses which that a Seller Party Indemnitee may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any exhibit Exhibit or schedule heretoSchedule to this Agreement, occurring or developing during the period of survival set forth in Section 13; (b) the breach of any agreement of Purchaser or Parent contained in this AgreementAgreement or the other Transaction Documents; or (c) any assertion against a Seller Party Indemnitee of any claim or liability constituting an Assumed Liability. Notwithstanding the foregoing, other than as set forth in Section 13.5, Purchaser will have no indemnification, defense Liability or hold harmless obligation to any Seller Party with respect relating to the liability of any Seller Party for Taxes as a result Purchased Assets or the conduct of the transactions contemplated Business by this Agreement Purchaser or Parent on or after the Expert AgreementsClosing Date, including, without limitation, Tax claims or liabilities to the extent provided hereunder. SellerThe Seller Representative, on behalf of each Seller PartyIndemnitee, will give Purchaser prompt written notice of any claim, suit or demand which it that a Seller Indemnitee believes will give rise to indemnification by Purchaser or Parent under this paragraph stating in reasonable detail the nature and basis of such claim, suit or demand; provided, however, that, the failure to give such notice will not affect the obligations of Purchaser and Parent hereunder, except to the extent it is prejudiced by such failure. . 14.2.2 Except as hereinafter provided and except where an actual a conflict of interest between a Seller Party Indemnitee and Purchaser and Parent suggests separate counsel is appropriate, Purchaser (or Parent, Purchaser as the case may be) will have the right, but not the duty, right to A xxxx of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. defend and to direct the defense against any such claim, suit or demand, in its name or in the name the Seller Party Indemnitee at Purchaser’s (or Parent’s, as the case may be,) expense and with outside counsel of Purchaser’s (or Parent’s) own choosing. Each Seller Party Indemnitee will, at Purchaser’s (or Parent’s) expense, cooperate reasonably in the defense of any such claim, suit or demand. Except as set forth below, if PurchaserIf Purchaser (or Parent), within reasonable time after notice of a claim under this Section 17.2claim, fails to defend a Seller PartyIndemnitee, such Seller Party Indemnitee will be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser (or Parent, as the case may be) subject to the right of Purchaser (or Parent) to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if, and to if the extent any of, the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against such Seller PartyIndemnitee, provided that but Purchaser will (and Parent) may not, without the Seller PartyIndemnitee’s written consent (consent, which consent will not be unreasonably withheld or delayed), settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Seller Party Indemnitee a release from all liability in respect of such claim. Whether or not Purchaser shall have assumed the defense of any claim, suit or demand, a Seller Party will not admit any liability with respect to, or settle, compromise or discharge, any such claim, suit or demand without the Purchaser’s prior written consent (which consent will not be unreasonably withheld or delayed).

Indemnification by Purchaser and Parent. Subject to the limitations set forth in Section 15.3, Purchaser and Parent, jointly and severally, agree to indemnify, defend and hold harmless the Seller Entities, and each of their respective members, shareholders, officers, directors, managers, employees, agents, affiliates, successors or assigns (each, a “Seller Party”) from any Losses which that a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any exhibit Exhibit or schedule Schedule hereto, occurring or developing during the period of survival of such representation or warranty; (b) the breach of any agreement of Purchaser or Parent contained in this AgreementAgreement or the other Transaction Documents; or (c) any assertion against a Seller Party of any claim or liability constituting an Assumed LiabilityLiability or relating to the Purchased Assets or the conduct of the Business by Purchaser or Parent on or after the Closing Date, including, without limitation, Tax claims or liabilities. Notwithstanding the foregoing, other than as set forth in Section 13.511.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Seller Party with respect to the liability of any Seller Party for Taxes as a result of the transactions contemplated by this Agreement or the Expert Director Agreements. SellerThe Representative, on behalf of each Seller Party, will give Purchaser prompt written notice of any claim, suit or demand which it that the Partnership believes will give rise to indemnification by Purchaser under this paragraph stating in reasonable detail the nature and basis of such claim, suit or demand; provided, however, that, the failure to give such notice will not affect the obligations of Purchaser hereunder, except to the extent it is prejudiced by such failure. Except as hereinafter provided and except where an actual a conflict of interest between a Seller Party and Purchaser and ParentParent suggests separate counsel is appropriate, Purchaser will have the right, but not the duty, right to A xxxx of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. defend and to direct the defense against any such claim, suit or demand, in its name or in the name the Seller Party at Purchaser’s expense and with outside counsel of Purchaser’s own choosing. Each Seller Party will, at Purchaser’s expense, cooperate reasonably in the defense of any such claim, suit or demand. Except as set forth below, if If Purchaser, within reasonable time after notice of a claim under this Section 17.2claim, fails to reasonably defend a Seller Party, such Seller Party will be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of Purchaser subject to the right of Purchaser to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if, and to if the extent any of, the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against Seller Party, provided that Purchaser will not, without the Seller Party’s written consent (which consent will not be unreasonably withheld or delayed)consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Seller Party a release from all liability in respect of such claim. Whether or not Purchaser shall have assumed the defense of any claim, suit or demand, a Seller Party will not admit any liability with respect to, or settle, compromise or discharge, any such claim, suit or demand without the Purchaser’s prior written consent (which consent will not be unreasonably withheld or delayed).