Common use of Indemnification by Seller and Parent Clause in Contracts

Indemnification by Seller and Parent. (a) Seller and Parent hereby jointly and severally agree to indemnify Buyer, IHS and their respective Affiliates and their respective officers, directors, employees and agents against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses but excluding punitive damages and unforeseen or other consequential damages other than punitive damages and unforeseen or other consequential damages which are paid to third parties) (a "Loss") suffered or incurred by any such indemnified party, as a direct consequence of (i) any breach of any representation or warranty of Seller or Parent contained in this Agreement or any Transaction Document, which by the terms of Section 8.3 survives the Closing, (ii) any breach of any covenant of Seller contained in this Agreement or any Transaction Document, (iii) all Reimbursement Liabilities; (iv) any Loss relating to any Excluded Liability (except as expressly assumed by Buyer under Section 1.4(c)); (v) any Loss arising out of any bulk transfer act (whether relating to liabilities in general or taxes or otherwise); (vi) any Loss arising out of the noncompliance of Seller with COBRA or any like statute; (vii) any Loss that is attributable to the pre-Closing conduct by Seller and relates to matters presently being investigated by the U.S. Department of Labor with respect to Seller; and (viii) any and all actions, suits, proceedings, demands assessments, judgments, settlements (to the extent approved by Seller, such approval not to be unreasonably withheld, delayed or conditioned) costs and legal and other expenses incident to any of the foregoing; provided, however, that Seller shall not have any liability under clause (i) above until the aggregate of all Losses, for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $100,000, upon which Seller shall be liable for such $100,000 amount and all other amounts under this Section 6.1; provided, further, that the aggregate liability of Seller hereunder with respect to any and all Losses shall be limited to the aggregate amount of the final Purchase Price.

Indemnification by Seller and Parent. Subject to the provisions of this Article X, Seller and Parent, jointly and severally, agree to indemnify Purchaser, its Affiliates and each director, officer, employee, agent and representative thereof (collectively, the "Purchaser Indemnified Parties") against, and agree to hold them harmless from, any and all Losses incurred or suffered by any Purchaser Indemnified Party arising out of any of the following: (a) any breach of or any inaccuracy in (whether actual or alleged by a third party) any representation or warranty made by Seller and Parent hereby jointly and severally agree in or pursuant to indemnify Buyerthis Agreement; provided, IHS and their respective Affiliates and their respective officersthat neither Seller nor Parent shall have any liability under this Section 10.2(a) unless a notice of such Purchaser Indemnified Party's claim shall have been given to Seller, directors, employees and agents against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses but excluding punitive damages and unforeseen or other consequential damages other than punitive damages and unforeseen or other consequential damages which are paid to third parties) (a "Loss") suffered or incurred by any such indemnified party, as a direct consequence of (i) any breach in the case of any representation or warranty other than those set forth in Section 3.1, 3.2 or 3.5, not later than the close of business on the second anniversary after the Closing Date; (b) any breach of, or failure by Seller or Parent to perform (whether actual or alleged by a third party), any covenant or obligation of Seller or Parent contained in this Agreement Agreement; (c) the use or ownership of any of the Acquired Assets or the ownership or operation of the Business on or prior to the Closing Date to the extent such Losses arise in connection with and relate to periods on or prior to the Closing Date, including any liabilities for Taxes relating to such periods; (d) any debt, obligation, lease or other liability of, or claim, judgment or arbitration award against, Parent, Seller or any Transaction Document, which by of their respective Affiliates other than the terms of Section 8.3 survives the Closing, Assumed Obligations; (iie) any breach of any covenant of Seller contained the matters referred to in this Agreement or any Transaction DocumentSchedules 3.7, (iii) all Reimbursement Liabilities3.8, 3.9 and 3.10; (ivf) any Loss relating to any Excluded Liability (except as expressly assumed by Buyer under Section 1.4(c)); (v) any Loss arising out of any bulk transfer act (whether relating to liabilities in general or taxes or otherwise); (vi) any Loss arising out of the noncompliance matters referred to in any of Seller with COBRA or any like statute; (vii) any Loss that is attributable the schedules delivered to the pre-Closing conduct by Seller and relates Purchaser pursuant to matters presently being investigated by the U.S. Department of Labor with respect to SellerSection 5.2(c); and (viiig) any and all actions, suits, proceedings, demands assessments, judgments, settlements (to the extent approved by contract or agreement between or among Seller, such approval not to be unreasonably withheld, delayed or conditioned) costs Parent and/or any their Affiliates and legal and other expenses incident to any of the foregoing; provided, however, that Seller shall not have any liability under clause (i) above until the aggregate of all Losses, for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $100,000, upon which Seller shall be liable for such $100,000 amount and all other amounts under this Section 6.1; provided, further, that the aggregate liability of Seller hereunder with respect to any and all Losses shall be limited to the aggregate amount of the final Purchase Pricethird party.

Indemnification by Seller and Parent. (a) After the Closing Date and subject to the additional provisions set forth in this Article XII, Seller and Parent hereby shall, jointly and severally agree to severally, indemnify Buyer and Buyer, IHS ’s stockholders and Representatives (and the Company and its Subsidiaries and their respective Affiliates and their respective officersRepresentatives) (each a “Buyer Indemnitee”) against, directors, employees and agents against and hold them each Buyer Indemnitee harmless from from, any lossand all claims, liabilitylosses, claimdamages, damage or expense (including liabilities, payments and obligations, and all reasonable out-of-pocket expenses, including, without limitation, reasonable legal fees and expenses but excluding punitive damages and unforeseen costs of settlement (collectively “Losses”), incurred, suffered, sustained or other consequential damages other than punitive damages and unforeseen required to be paid, directly or other consequential damages which are paid indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to third parties) (a "Loss") suffered or incurred by any such indemnified party, as a direct consequence arising out of (i) any breach or inaccuracy as of the Agreement Date or the Closing Date of any representation or warranty of Seller the Company or Parent Stockholder contained in this Agreement or any Transaction Document, which by the terms Company Ancillary Agreements delivered to Buyer pursuant to the provisions of Section 8.3 survives this Agreement or the Closing, Company Ancillary Agreements; (ii) any breach by the Company or Stockholder or Seller or Parent or any failure of the Company or Stockholder to perform any covenant of Seller the covenants or obligations contained in this Agreement or any Transaction Document, the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements; (iii) all Reimbursement Liabilities; the occurrence of any of the events set forth in Section 12.2(iii) of the Disclosure Schedule under the circumstances set forth therein (each such event shall be referred to as a “First Special Indemnity Event” and collectively, the “First Special Indemnity Events”) and (iv) any Loss relating to any Excluded Liability (except as expressly assumed by Buyer under Section 1.4(c)); (v) any Loss arising out the occurrence of any bulk transfer act of the events set forth in Section 12.2(iv) of the Disclosure Schedule under the circumstances set forth therein (whether relating each such event shall be referred to liabilities in general as a “Second Special Indemnity Event” and collectively the “Second Special Indemnity Events”). Notwithstanding the foregoing or taxes anything contrary, Losses resulting from, related to or otherwise); (vi) any Loss arising out of the noncompliance of Seller with COBRA or any like statute; (viimatters set forth in Sections 12.2(iii) any Loss that is attributable to the pre-Closing conduct by Seller and relates to matters presently being investigated by the U.S. Department of Labor with respect to Seller; 12.2(iv) shall be calculated as set forth in Sections 12.2(iii) and (viii12.2(iv) any and all actions, suits, proceedings, demands assessments, judgments, settlements (to the extent approved by Seller, such approval not to be unreasonably withheld, delayed or conditioned) costs and legal and other expenses incident to any of the foregoing; providedDisclosure Schedule, however, that Seller shall not have any liability under clause (i) above until the aggregate of all Losses, for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $100,000, upon which Seller shall be liable for such $100,000 amount and all other amounts under this Section 6.1; provided, further, that the aggregate liability of Seller hereunder with respect to any and all Losses shall be limited to the aggregate amount of the final Purchase Pricerespectively.

Indemnification by Seller and Parent. (a) Subject to Section 8.1, Seller and Parent hereby jointly and severally indemnify and agree to indemnify Buyer, IHS and their respective Affiliates and their respective officers, directors, employees and agents against and hold them harmless Buyer from any lossand all liabilities, liabilitylosses, claimclaims, damage or expense damages, costs and expenses (including without limitation court costs and reasonable legal attorneys', consultants' and accountants' fees and other expenses but excluding punitive damages and unforeseen or other consequential damages other than punitive damages and unforeseen or other consequential damages which are paid to third partiescosts of litigation) (a collectively, "LossLosses") suffered arising out of or incurred by any such indemnified party, as a direct consequence of resulting from: (ia) any breach or inaccuracy of any representation or warranty by Seller or Parent to Buyer contained in this Agreement; (b) any breach or violation of any covenant or agreement by Seller or Parent contained in this Agreement or any Transaction Document, which by the terms of Section 8.3 survives the Closing, Agreement; (iic) any breach of any covenant of Seller contained in this Agreement or any Transaction Document, (iii) all Reimbursement Liabilities; (iv) any Loss relating to any Excluded Liability (except as expressly assumed by Buyer under Section 1.4(c)); (v) any Loss arising out of any bulk transfer act (whether relating to liabilities in general or taxes or otherwise); (vi) any Loss arising out of the noncompliance of Seller with COBRA or any like statute; (vii) any Loss that is attributable to the pre-Closing conduct by Seller and relates to matters presently being investigated by the U.S. Department of Labor product liability claims with respect to Seller; and any products sold by Seller before the Closing (viii) any and all actions"Product Liability Claims"), suits, proceedings, demands assessments, judgments, settlements (to the extent approved by Seller, such approval not to be unreasonably withheld, delayed or conditioned) costs and legal and other expenses incident to any of the foregoing; provided, however, any claims arising from warranty, replacement or repair work done by Buyer after Closing shall be the responsibility of Buyer; (d) any liability or obligation incurred by Buyer as a result of the failure of the parties hereto to comply with applicable bulk sales or bulk transfer laws except that Seller and Parent shall not have any liability under clause (i) above until the aggregate of all Losses, for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $100,000, upon which Seller shall be liable for such $100,000 amount and all other amounts under this Section 6.1; provided, further, that the aggregate liability of Seller hereunder no indemnification obligation with respect to any Assumed Liabilities; (e) Product Warranty Claims (as hereinafter defined) for products sold and all Losses shipped by Seller prior to the date of Closing, provided, however, any claims arising from warranty, replacement or repair work done by Buyer after Closing shall be limited the responsibility of Buyer; and (f) a violation or non-compliance by Seller with any law regarding the environment or environmental protection prior to the aggregate amount Closing Date. For purposes of this Agreement, "Product Warranty Claims" shall mean the final Purchase Pricecosts and expenses incurred under the warranties such party has extended for products sold by it which costs and expenses shall include manufacturing and engineering labor, materials and appropriate overhead but not including general and administrative costs.

Indemnification by Seller and Parent. Seller and Parent, jointly and severally, shall indemnify, defend, and hold harmless Buyer from and against any and all claims, suits, losses, judgments, damages, and liabilities, including but not limited to any investigation, legal, and other expenses incurred in connection with, and any amount paid in settlement of any claim, action, suit or proceeding (collectively, "Losses"), to which Buyer may become subject, if such Losses arise out of or result from (a) Seller and Parent hereby jointly and severally agree to indemnify Buyer, IHS and their respective Affiliates and their respective officers, directors, employees and agents against and hold them harmless from any loss, liability, claim, damage misrepresentation or expense (including reasonable legal fees and expenses but excluding punitive damages and unforeseen or other consequential damages other than punitive damages and unforeseen or other consequential damages which are paid to third parties) (a "Loss") suffered or incurred by any such indemnified party, as a direct consequence of (i) any the breach of any representation representation, warranty, covenant or warranty of agreement made by either Seller or Parent contained in this Agreement or (b) any Transaction Documentliability or obligation of any kind or nature, past, present or future, fixed or contingent, known or unknown, proximate or remote, relating in any way to Seller, the operation of the Business prior to the Closing Date, the Purchased Assets (except to the extent arising after the Closing Date) or the transactions contemplated herein. This right to indemnification is in addition to any other right available to Buyer, including the right to sue Xxxler or Parent for a misrepresentation, breach of warranty, or breach of covenant under this Agreement. Seller and Parent shall not be obligated to pay to Buyer pursuant to this Section 10 amounts aggregating more than $100,000 or to the extent such Losses arise from events which by occurred prior to the terms close of Section 8.3 survives business on December 31, 1996; PROVIDED, HOWEVER, that such $100,000 limitation shall not apply (i) in the Closing, case of fraud; (ii) any with regard to a breach of any covenant one or more of the representations and warranties of Seller and Parent contained in this Agreement or any Transaction DocumentSections 3.1, 3.2 OR 3.8 above; (iii) all Reimbursement Liabilitieswith regard to a breach by Seller or Parent of its agreements contained in Section 7.2 above; or (iv) any Loss relating with regard to any Excluded Liability those matters addressed in Section 7.1 above (except as expressly assumed by that Seller and Parent shall have no liability to Buyer under Section 1.4(c)); (v) any Loss arising out of any bulk transfer act (whether relating to liabilities in general or taxes or otherwise); (vi) any Loss arising out of the noncompliance of Seller with COBRA or any like statute; (vii) any Loss that is attributable to the pre-Closing conduct by Seller and relates to matters presently being investigated by the U.S. Department of Labor with respect to Seller; and (viii) any and all actions, suits, proceedings, demands assessments, judgments, settlements (7.1 to the extent approved by Sellerobligations thereunder arise from any tax year ending on or prior to December 31, such approval not to be unreasonably withheld, delayed or conditioned) costs and legal and other expenses incident to any of the foregoing; provided, however, that Seller shall not have any liability under clause (i) above until the aggregate of all Losses, for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $100,000, upon which Seller shall be liable for such $100,000 amount and all other amounts under this Section 6.1; provided, further, that the aggregate liability of Seller hereunder with respect to any and all Losses shall be limited to the aggregate amount of the final Purchase Price1996).