Common use of Indemnification by Seller Entities Clause in Contracts

Indemnification by Seller Entities. 14.1.1 The Seller Entities, jointly and severally, agree to indemnify, defend and hold harmless each of Purchaser, Parent and their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a “Purchaser Party”) from any loss, damage or expense (including reasonable attorneys’ fees) (collectively, “Losses”) that a Purchaser Party may incur, suffer or become liable to a third party for as a result of or in connection with (a) the breach of any representation or warranty of any Seller Entity contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the period of survival of such representation or warranty, provided that the Purchaser Party makes a written claim for indemnification against the Seller Entities within the eighteen (18)-month survival period; (b) the breach of any covenant of any Seller Entity contained in this Agreement or the other Transaction Documents; or (c) any assertion against a Purchaser Party of any claim or liability constituting an Excluded Liability, including, without limitation, the assertion against a Purchaser Party by any Person of any obligation or liability relating to the Purchased Assets, the conduct of the Business by Sellers, or the conduct of any Seller Entity prior to the Closing Date, including, without limitation, Tax claims or liabilities. Notwithstanding the foregoing, other than as set forth in Section 10.3.2, the Seller Entities will have no indemnification, defense or hold harmless obligation to any Purchaser Party with respect to the liability of any Purchaser Party for Taxes as a result of the transactions contemplated by this Agreement or the Director Agreements. Purchaser, acting on behalf of a Purchaser Party, will give the Seller Entities prompt written notice of any claim, suit or demand that Purchaser believes will give rise to indemnification by the Seller Entities under this section 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 the Seller Entities hereunder, except to the extent they are prejudiced by such failure. 14.1.2 Except as hereinafter provided and except where an actual conflict of interest between a Seller Entity and the Purchaser Party suggests separate counsel is appropriate, the Seller Entities will have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Purchaser Party at the Seller Entities’ expense and with outside counsel of the Seller Entities’ own choosing. Each Purchaser Party will, at the Seller Entities’ expense, cooperate reasonably in the defense of any such claim, suit or demand. If the Seller Entities, within a reasonable time after notice of a claim, fail to defend a Purchaser Party, the Purchaser 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 the Seller Entities subject to the right of the Seller Entities to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against the Purchaser Party, provided no Seller Entity will, without the Purchaser Party’s written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or consent to any entry of judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Purchaser Party a release from all liability in respect of such claim.

Indemnification by Seller Entities. 14.1.1 The (a) Subject to the limitations set forth in Section 15.3, the Seller Entities, jointly and severally, agree to indemnify, defend and hold harmless each of Purchaser, Parent and any of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a “Purchaser Party”) from any loss, damage or expense (including reasonable attorneys’ fees) (collectively, “Losses”) that a Purchaser Party may incur, suffer or become liable to a third party for as a result of or in connection with (ai) the breach of any representation or warranty of any Seller Entity contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the period of survival of such representation or warranty, provided that the Purchaser Party makes a written claim for indemnification against the Seller Entities within the eighteen two (18)-month 2) year survival period; (bii) the breach of any covenant of any Seller Entity contained in this Agreement or the other Transaction Documents; or (ciii) any assertion against a Purchaser Party of any claim or liability constituting an Excluded Liability, including, without limitation, the assertion against a Purchaser Party by any Person of any obligation or liability relating to the Purchased Assets, the conduct of the Business by Sellersthe Partnership, or the conduct of any Seller Entity prior to the Closing Date, including, without limitation, Tax claims or liabilities. Notwithstanding the foregoing, other than as set forth in Section 10.3.211.3.2, the Seller Entities will have no indemnification, defense or hold harmless obligation to any Purchaser Party with respect to the liability of any Purchaser Party for Taxes as a result of the transactions contemplated by this Agreement or the Director Agreements. Purchaser, acting on behalf of a Purchaser Party, will give the Seller Entities prompt written notice of any claim, suit or demand that Purchaser believes will give rise to indemnification by the Seller Entities under this section 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 the Seller Entities hereunder, except to the extent they are prejudiced by such failure. 14.1.2 (b) Except as hereinafter provided and except where an actual a conflict of interest between a any Seller Entity and the Purchaser Party suggests separate counsel is appropriate, the Seller Entities will have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Purchaser Party at the Seller Entities’ expense and with outside counsel of the Seller Entities’ own choosing. Each Purchaser Party will, at the Seller Entities’ expense, cooperate reasonably in the defense of any such claim, suit or demand. If the Seller Entities, within a reasonable time after notice of a claim, fail to reasonably defend a Purchaser Party, the Purchaser 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 the Seller Entities subject to the right of the Seller Entities to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against the Purchaser Party, provided no Seller Entity will, without the Purchaser Party’s written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or consent to any entry of judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Purchaser Party a release from all liability in respect of such claim.

Indemnification by Seller Entities. 14.1.1 The (a) Subject to the limitations set forth in Section 15.3, the Seller Entities, jointly and severally, agree to indemnify, defend and hold harmless each of Purchaser, Parent and any of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a “Purchaser Party”) from any loss, damage or expense (including reasonable attorneys’ fees) (collectively, “Losses”) that which a Purchaser Party may incur, suffer or become liable to a third party for as a result of or in connection with (ai) the breach of any representation or warranty of any the Seller Entity Entities contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the period of survival of such representation or warranty, provided that the Purchaser Party makes a written claim for indemnification against the Seller Entities within the eighteen two (18)-month 2) year survival period; and further provided that the liability of each Principal for breach of any representation or warranty contained in Sections 7.21, 7.22 and 8 of this Agreement shall be governed by Section 15.1(b); (bii) the breach of any covenant of any the Seller Entity contained in this Agreement or the other Transaction Documents; or (ciii) any assertion against a Purchaser Party of any claim or liability constituting an Excluded Liability, including, without limitation, the assertion against a Purchaser Party by any Person of any obligation or liability relating to the Purchased Assets, the conduct of the Business by SellersSeller, or the conduct of any Seller Entity prior to the Closing Date, including, without limitation, Tax claims or liabilities. Notwithstanding the foregoing, other than as set forth in Section 10.3.211.3.2, the Seller Entities will have no indemnification, defense or hold harmless obligation to any Purchaser Party with respect to the liability of any Purchaser Party for Taxes as a result of the transactions contemplated by this Agreement or the Director Expert Agreements. Purchaser, acting on behalf of a Purchaser Party, will give the Seller Entities prompt written notice of any claim, suit or demand that Purchaser believes will give rise to indemnification by the Seller Entities under this section 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 the Seller Entities hereunder, except to the extent they are prejudiced by such failure. 14.1.2 (b) Subject to the limitations set forth in Section 15.3, each Principal, severally and not jointly, agrees to indemnify, defend and hold harmless each Purchaser Party from any Loss that such Purchaser Party may incur, suffer or become liable for as a result of or in connection with the breach of any representation or warranty of the Principal contained in Sections 7.21, 7.22 and 8 of this Agreement, occurring or developing during the period of survival of such representation or warranty, provided that the Purchaser Party makes a written claim for indemnification against the Principal within the two (2) year survival period. (c) Except as hereinafter provided and except where an actual a conflict of interest between a any Seller Entity and the Purchaser Party suggests separate counsel is appropriate, the Seller Entities will have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Purchaser Party at the Seller Entities’ expense and with outside counsel of the Seller Entities’ own choosing. Each Purchaser Party will, at the Seller Entities’ expense, cooperate reasonably in the defense of any such claim, suit or demand. If the Seller Entities, within a reasonable time after notice of a claim, fail to defend a Purchaser Party, the Purchaser 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 the Seller Entities subject to the right of the Seller Entities to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against the Purchaser Party, provided no Seller Entity will, without the Purchaser Party’s written consent, which consent shall not be unreasonably withheld or delayed, settle or compromise any claim or consent to any entry of judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Purchaser Party a release from all liability in respect of such claim.

Indemnification by Seller Entities. 14.1.1 The Subject to the limitations set forth in Section 17.3, the Seller Entities, jointly and severally, agree to indemnify, defend and hold harmless each of Purchaser, Parent and any of their respective members, shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a “Purchaser Party”) from any loss, damage or expense (including reasonable attorneys’ fees) (collectively, “Losses”) that which a Purchaser Party may incur, suffer or become liable to a third party for as a result of or in connection with (a) the breach of any representation or warranty of any a Seller Entity contained in this Agreement, including any Exhibit exhibit or Schedule schedule hereto; provided, occurring or developing during the period of survival of such representation or warrantyhowever, provided that the Purchaser Party makes a written claim for indemnification against obligations of the Seller Entities within with respect to the eighteen (18)-month survival periodrepresentations and warranties contained in Section 8 hereof shall be several and not joint as to each such Seller Entity; (b) the breach of any covenant agreement of any a Seller Entity contained in this Agreement or Agreement; provided, however, that the indemnification obligations of the Seller Entities with respect to agreements made by a Seller Entity severally and not jointly with the other Transaction DocumentsSeller Entities shall be several and not joint as to each such Seller Entity; or (c) any assertion against a Purchaser Party of any claim or liability constituting an Excluded Liability, including, without limitation, the assertion against a Purchaser Party by any Person of any obligation or liability relating to the Purchased Assets, the conduct of the Business by Sellers, or the conduct of any Seller Entity prior to the Closing Date, including, without limitation, Tax claims or liabilities. Notwithstanding the foregoing, other than as set forth in Section 10.3.213.5, the Seller Entities will have no indemnification, defense or hold harmless obligation to any Purchaser Party with respect to the liability of any Purchaser Party for Taxes as a result of the transactions contemplated by this Agreement or the Director Expert Agreements. Purchaser, acting on behalf of a Purchaser Party, will give the Seller Entities prompt written notice of any claim, suit or demand that which Purchaser believes will give rise to indemnification by the Seller Entities under this section 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 the Seller Entities hereunder, except to the extent they are prejudiced by such failure. 14.1.2 . Except as hereinafter provided and except where an actual conflict of interest between a any Seller Entity and the Purchaser Party suggests separate counsel is appropriate, the Seller Entities will have the right right, but not the duty, to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Purchaser Party at the Seller Entities’ expense and with outside counsel of the Seller Entities’ own choosing. Each Purchaser Party will, at the Seller Entities’ expense, cooperate reasonably in the defense of any such claim, suit or demand. If Except as set forth below, if the Seller Entities, within a reasonable time after notice of a claimclaim under this Section 17.1, fail to defend a Purchaser Party, the Purchaser 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 the Seller Entities subject to the right of the Seller Entities to assume the defense of such claim at any time prior to the settlement, compromise or final determination thereof if if, and to the only extent any of, the issues remaining therein involve liability for, or the amount of, money damages to be assessed against the Purchaser Party, provided no Seller Entity will, without the Purchaser Party’s written consent, consent (which consent shall will not be unreasonably withheld or delayed), settle or compromise any claim or consent to any entry of judgment that which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Purchaser Party a release from all liability in respect of such claim. Whether or not the Seller Entities shall have assumed the defense of any claim, suit or demand, the Purchaser Parties will not admit any liability with respect to, or settle, compromise or discharge, any such claim, suit or demand, without the Seller Entities’ prior written consent (which consent will not be unreasonably withheld or delayed).