Common use of Indemnification by Seller and Parent Clause in Contracts

Indemnification by Seller and Parent. (a) Each of Seller and Parent, jointly and severally, agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from: (i) any breach of any warranty or representation of Seller or Parent contained herein; (ii) any breach by Seller or Parent of any of its covenants or agreements herein; (iii) any Excluded Liability; or (iv) any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; provided, however, that: (A) Seller and Parent shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.2, 5.6, 5.12 and 5.19, as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $500,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for the amount in excess of such amount; and (B) in no event shall the aggregate amount required to be paid by Seller and Parent pursuant to this Section 11.1(a) exceed (other than in respect of Losses incurred as a result of inaccuracies of the representations and warranties contained in Section 5.12(b) or any Losses and Expenses for any Excluded Liability, as to which there shall be no limitation) $3,000,000. (b) The indemnification provided for in Section 11.1(a) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller and Parent shall continue as to: (i) the representations and warranties set forth in Section 5.12 and the covenants of Parent and Seller set forth in Sections 8.2, 8.4, 8.5, 13.1, 13.5 and 13.11, as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Section 5.6 and the covenants of Parent and Seller set forth in Section 8.3, as to all of which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the applicable statutes of limitations with respect to Taxes (taking into account any extensions or waivers thereof); (iii) the covenant of Parent and Seller set forth in Section 11.1(a)(iii), as to which no time limitation shall apply; (iv) the covenants of Parent and Seller set forth in Sections 8.1 and 8.6, as to which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the respective periods provided for therein; and (v) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Seller and Parent shall continue until the liability of Seller and Parent shall have been determined pursuant to this Article XI, and Seller and Parent shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this Article XI.

Indemnification by Seller and Parent. (a) Each of Seller and Parent, Parent hereby jointly and severally, agrees severally agree to indemnify Buyer, IHS and their respective Affiliates and their respective officers, directors, employees and agents against and hold them harmless each Buyer Group Member from any loss, liability, claim, damage or expense (including reasonable legal fees and against any expenses but excluding punitive damages and all Losses unforeseen or other consequential damages other than punitive damages and Expenses unforeseen or other consequential damages which are paid to third parties) (a "Loss") suffered or incurred by any such Buyer Group Member in connection with or arising from: indemnified party, as a direct consequence of (i) any breach of any representation or warranty or representation of Seller or Parent contained herein; in this Agreement or any Transaction Document, which by the terms of Section 8.3 survives the Closing, (ii) any breach by Seller or Parent of any covenant of its covenants Seller contained in this Agreement or agreements herein; any Transaction Document, (iii) any Excluded Liabilityall Reimbursement Liabilities; or (iv) any applicable 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 sales lawtransfer 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, except that this clause shall suits, proceedings, demands assessments, judgments, settlements (to the extent approved by Seller, such approval not affect to be unreasonably withheld, delayed or conditioned) costs and legal and other expenses incident to any of the obligation of Buyer to pay and discharge the Assumed Liabilitiesforegoing; provided, however, that: (A) that Seller and Parent shall not be required to indemnify and hold harmless 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 11.1(a) 6.1; provided, further, that the aggregate liability of Seller hereunder with respect to any and all Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.2, 5.6, 5.12 and 5.19, as shall be limited to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $500,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for the amount in excess of such amount; and (B) in no event shall the aggregate amount required to be paid by Seller and Parent pursuant to this Section 11.1(a) exceed (other than in respect of Losses incurred as a result of inaccuracies of the representations and warranties contained in Section 5.12(b) or any Losses and Expenses for any Excluded Liability, as to which there shall be no limitation) $3,000,000final Purchase Price. (b) The Buyer acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims for monetary damages relating to the subject matter of this Agreement shall be pursuant to the indemnification provided provisions set forth in this Article VI. (c) Buyer acknowledges and agrees that Parent and Seller shall not have any liability under any provision of this Agreement for in Section 11.1(a) shall terminate eighteen (18) months any Loss to the extent that such Loss is caused by actions taken by or omitted to be taken by Buyer after the Closing Date Date. Buyer shall take and cause its Affiliates to take all reasonable steps to mitigate any Loss to the extent the same would have been required by applicable law if Buyer's rights to compensation for damages arose under law rather than by reason of contractual rights. (and no d) Buyer may offset any of its indemnification claims shall be made by any Buyer Group Member under against payment of the Contingent Payment (as defined in Section 11.1(a) thereafter2.2), except provided that if Seller disputes the indemnification by Seller and Parent claim, Buyer shall continue as to: (i) place the representations and warranties amount of the claim into an escrow account with a nationally recognized financial institution, until the dispute is settled under the procedures set forth in Section 5.12 and the covenants of Parent and Seller set forth in Sections 8.2, 8.4, 8.5, 13.1, 13.5 and 13.11, as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Section 5.6 and the covenants of Parent and Seller set forth in Section 8.3, as to all of which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the applicable statutes of limitations with respect to Taxes (taking into account any extensions or waivers thereof); (iii) the covenant of Parent and Seller set forth in Section 11.1(a)(iii), as to which no time limitation shall apply; (iv) the covenants of Parent and Seller set forth in Sections 8.1 and 8.6, as to which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the respective periods provided for therein; and (v) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Seller and Parent shall continue until the liability of Seller and Parent shall have been determined pursuant to this Article XI, and Seller and Parent shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this Article XIVI.

Indemnification by Seller and Parent. (a) Each of Except as otherwise provided in Article XI, Seller and Parent, jointly and severally, agrees agree to indemnify indemnify, defend and hold Buyer and its Affiliates (including BVI) harmless each Buyer Group Member from and against any and all Losses Claims sustained after Closing by Buyer or its Affiliates based upon, arising out of or otherwise in respect of (i) the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, of Seller or Parent contained in this Agreement or in any certificate, agreement, document or instrument delivered pursuant to this Agreement, or (ii) the operation of the Business or the ownership, management or use of the Assets prior to the Closing unless and Expenses to the extent that such Claim shall have arisen solely from any action of Buyer or any of its Affiliates (other than BVI) prior to the Closing; provided, however, that neither Seller nor Parent shall have any liability pursuant to this Section 10.2(a) for the first $50,000 of aggregate Claims in respect of the matters described above incurred by Buyer or its Affiliates (the "Buyer Basket") and Seller and Parent shall be responsible only for such amounts of such Claims as exceed the Buyer Group Member Basket. The foregoing indemnification is given solely for the purpose of protecting Buyer and its Affiliates and shall not be deemed extended to, or interpreted in connection with a manner to confer any benefit, right or cause of action upon, any third party. (b) Without limiting the generality of the indemnification obligations set forth in subsection (a) of this Section 10.2, Seller and Parent, jointly and severally, further agree to indemnify, defend and hold Buyer and its Affiliates (including BVI) harmless from and against any and all Claims sustained by Buyer or its Affiliates, irrespective of the amount of such Claim (but subject to the Buyer Basket, except as otherwise provided in (ii) below), based upon, arising fromout of or otherwise in respect of any of the following: (i) Any default under or breach by Seller, Parent or any breach of their Affiliates of the terms, conditions or provisions of any warranty note, bond, mortgage, loan agreement, indenture or representation other instrument evidencing borrowed money to which Seller, Parent or any such Affiliate is a party or by which Seller, Parent or any such Affiliate is bound or to which any of Seller or Parent contained hereinthe Assets is subject; (ii) Any Encumbrance (including any breach by Seller Permitted Encumbrance and without regard to the Buyer Basket) affecting any Asset arising from conditions existing before the Closing or resulting from the conduct of Seller, Parent of or any of its covenants or agreements hereintheir Affiliates after the Closing; (iii) Any termination prior to Closing by any Excluded Liability; or (iv) person of any applicable bulk sales lawLease Agreement, except that this clause shall not affect the obligation of Buyer Drilling Contract, Other Contract or Permit due to pay and discharge the Assumed Liabilities; provided, however, that: (A) Seller and Parent shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies breach of the representations and warranties contained in Sections 5.2terms thereof by Seller, 5.6, 5.12 and 5.19, as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $500,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for the amount in excess of such amount; and (B) in no event shall the aggregate amount required to be paid by Seller and Parent pursuant to this Section 11.1(a) exceed (other than in respect of Losses incurred as a result of inaccuracies of the representations and warranties contained in Section 5.12(b) or any Losses and Expenses for any Excluded Liability, as to which there shall be no limitation) $3,000,000. (b) The indemnification provided for in Section 11.1(a) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller and Parent shall continue as to: (i) the representations and warranties set forth in Section 5.12 and the covenants of Parent and Seller set forth in Sections 8.2, 8.4, 8.5, 13.1, 13.5 and 13.11, as to all of which no time limitation shall applytheir Affiliates; (ii) the representations and warranties set forth in Section 5.6 and the covenants of Parent and Seller set forth in Section 8.3, as to all of which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the applicable statutes of limitations with respect to Taxes (taking into account any extensions or waivers thereof); (iii) the covenant of Parent and Seller set forth in Section 11.1(a)(iii), as to which no time limitation shall apply; (iv) the covenants of Parent and Seller set forth in Sections 8.1 and 8.6, as to which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the respective periods provided for therein; and (v) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Seller and Parent shall continue until the liability of Seller and Parent shall have been determined pursuant to this Article XI, and Seller and Parent shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this Article XI.

Indemnification by Seller and Parent. (a) Each of Seller and Parent, jointly and severally, agrees to indemnify shall indemnify, defend, and hold harmless each Buyer Group Member from and against any and all Losses claims, suits, losses, judgments, damages, and Expenses liabilities, including but not limited to any investigation, legal, and other expenses incurred by such Buyer Group Member in connection with 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) any misrepresentation or the breach of any representation, warranty, covenant or agreement made by either Seller or Parent in this Agreement or (b) any liability 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 from: 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 occurred prior to the close of business on December 31, 1996; PROVIDED, HOWEVER, that such $100,000 limitation shall not apply (i) any breach in the case of any warranty or representation of Seller or Parent contained herein; fraud; (ii) any with regard to a breach of one or more of the representations and warranties of Seller and Parent contained in Sections 3.1, 3.2 OR 3.8 above; (iii) with regard to a breach by Seller or Parent of any of its covenants agreements contained in Section 7.2 above; or agreements herein; (iii) any Excluded Liability; or (iv) any applicable bulk sales law, with regard to those matters addressed in Section 7.1 above (except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; provided, however, that: (A) Seller and Parent shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.2, 5.6, 5.12 and 5.19, as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $500,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for the amount in excess of such amount; and (B) in no event shall the aggregate amount required to be paid by Seller and Parent pursuant to this Section 11.1(a) exceed (other than in respect of Losses incurred as a result of inaccuracies of the representations and warranties contained in Section 5.12(b) or any Losses and Expenses for any Excluded Liability, as to which there shall be no limitation) $3,000,000. (b) The indemnification provided for in Section 11.1(a) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller and Parent shall continue as to: (i) the representations and warranties set forth in Section 5.12 and the covenants of Parent and Seller set forth in Sections 8.2, 8.4, 8.5, 13.1, 13.5 and 13.11, as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Section 5.6 and the covenants of Parent and Seller set forth in Section 8.3, as to all of which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the applicable statutes of limitations with respect to Taxes (taking into account any extensions or waivers thereof); (iii) the covenant of Parent and Seller set forth in Section 11.1(a)(iii), as to which no time limitation shall apply; (iv) the covenants of Parent and Seller set forth in Sections 8.1 and 8.6, as to which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the respective periods provided for therein; and (v) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Seller and Parent shall continue until the liability of Seller and Parent shall have been determined pursuant no liability to this Article XIBuyer under Section 7.1 to the extent obligations thereunder arise from any tax year ending on or prior to December 31, and Seller and Parent shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this Article XI1996).

Indemnification by Seller and Parent. (a) Each of Seller and Parent, jointly and severally, agrees agree to indemnify indemnify, defend and hold harmless each Buyer Group Member Purchaser harmless, at any time after the Closing, from and against any all losses, costs, damages, liabilities, interest, penalties, settlements, judgments or expenses, including, but not limited to, reasonable attorneys' fees and all Losses and Expenses expenses, asserted against, resulting from, imposed upon or incurred by such Buyer Group Member Purchaser, directly or indirectly, arising out of or in connection with or arising from: (i) any the breach or inaccuracy of any warranty of the representations or representation warranties of Seller and/or Parent made in or Parent contained herein; pursuant to this Agreement; (ii) any breach by Seller or Parent non-fulfillment of any covenant or agreement of its covenants or agreements herein; Seller and/or Parent contained in this Agreement; and (iii) any Excluded Liability; or (iv) any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; provided, however, that: (A) Seller and Parent shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies Seller's ownership of the representations Acquired Equity on and warranties contained in Sections 5.2, 5.6, 5.12 and 5.19, as prior to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $500,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for the amount in excess of such amount; and (B) in no event shall the aggregate amount required to be paid by Seller and Parent pursuant to this Section 11.1(a) exceed (other than in respect of Losses incurred as a result of inaccuracies of the representations and warranties contained in Section 5.12(b) or any Losses and Expenses for any Excluded Liability, as to which there shall be no limitation) $3,000,000Closing. (b) The indemnification provided for in Section 11.1(a) shall terminate eighteen (18) months after Notwithstanding the Closing Date (and no claims foregoing, neither Seller nor Parent shall be made by required to pay any Buyer Group Member amount under Section 11.1(a) thereafter), except that the indemnification by Seller and Parent shall continue as to: (i) the representations and warranties set forth in Section 5.12 and the covenants of Parent and Seller set forth in Sections 8.2, 8.4, 8.5, 13.1, 13.5 and 13.11, as to all of which no time limitation shall apply; (ii) the representations and warranties set forth in Section 5.6 and the covenants of Parent and Seller set forth in Section 8.3, as to all of which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the applicable statutes of limitations with respect to Taxes (taking into account any extensions or waivers thereof); (iii) the covenant of Parent 7.03 unless and Seller set forth in Section 11.1(a)(iii), as to which no time limitation shall apply; (iv) the covenants of Parent and Seller set forth in Sections 8.1 and 8.6, as to which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the respective periods provided for therein; and (v) any Loss or Expense of which any Buyer Group Member has notified Seller in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.1, as to which the obligation of Seller and Parent shall continue until the liability aggregate of Seller and Parent shall have been determined all claims for indemnification pursuant to this Article XISection 7.03 shall equal or exceed Fifty Thousand Dollars ($50,000.00) (the "Basket"), in which event Seller and/or Parent shall pay to Purchaser all such amounts, including, but not limited to, the Basket and all amounts in excess thereof. (c) Seller's and Parent's indemnification obligations under Section 7.03 shall be limited to a maximum of one hundred fifty percent (150%) of Purchaser's investment in Seller, including, but not limited to, amounts paid for the Acquired Equity, and Seller and Parent shall have reimbursed all Buyer Group Members for the full amount of such Loss and Expense in accordance with this Article XIany New Securities, Option Equity and/or Additional Equity acquired.