Indemnification by Seller Parent Sample Clauses

Indemnification by Seller Parent. Subject to the other terms and conditions of this Article VIII, Seller Parent shall indemnify and defend each of Buyers and their Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date. Notwithstanding the foregoing, the indemnification obligations of Seller Parent shall not apply to any claim or proceeding by [*] or its Affiliates, agents, assigns or successors in interest for infringement or misappropriation by any Buyer Indemnitee of the “Seller Licensed Patents” (term as defined in the [*] Agreement).

Indemnification by Seller Parent. (a) From and after the Closing, on the terms and subject to the conditions of this Agreement, Seller Parent shall indemnify, defend and hold harmless Buyer and its Affiliates, each of their respective members, equityholders, directors, officers, employees, agents and Representatives, and each successor and permissible assign of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against, and reimburse or pay to any Buyer Indemnified Party for all Losses that such Buyer Indemnified Party may suffer or incur, or become subject to, as a result of: (i) the breach or inaccuracy of any representations or warranties made by the Seller Parties in this Agreement or in any certificate delivered in connection herewith; (ii) any breach or failure by any of the Seller Parties to perform any of its covenants or agreements contained in this Agreement; (A) any Taxes imposed as a result of the Companies being a member of any Affiliated Group at any time on or prior to the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law), (B) any Taxes of the Companies for taxable years or periods ending on or before the Closing Date, (C) in the case of any Straddle Period, any Taxes of the Companies for the portion of such Straddle Period ending on and including the Closing Date, (D) any Taxes arising from or relating to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (and, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (iv) any Excluded Liabilities; or (v) the Special Indemnity Matters. (b) Notwithstanding anything in this Agreement to the contrary: (i) Seller Parent shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations, and/or the representations and warranties made in Section 4.14 (Taxes)) or, solely with respect to the limitations set forth in Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v) (other than with respect to Fraud) in respect of the matters described in i...

Indemnification by Seller Parent. Subject to the applicable limitations set forth in Section 8.4 and in the manner herein provided, from and after the Closing Date, Seller Parent shall indemnify and hold harmless Recap Co, Recap Subco, each Recap Subsidiary, Buyer and its Affiliates, and their respective employees, directors, agents and representatives (collectively, the "Buyer Indemnified Parties"), from and against any and all Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of any representation or warranty of Seller Parent contained in this Agreement or in any certificate delivered pursuant hereto including, without limitation, pursuant to Section 6.2.3 or as a result of an Update; or (b) the failure by Seller Parent, any Seller, Recap Co or Recap Subco to perform any of such Person's covenants and agreements under this Agreement (in the case of Recap Co and Recap Subco, covenants and agreements to be performed on or prior to the Closing Date); or (c) any Excluded Liability.

Indemnification by Seller Parent. Subject to the terms and conditions of this Agreement (including, without limitation, Section 11.4), from and after the Closing, Seller Parent shall indemnify and hold harmless Purchaser and its Affiliates, and each of their respective directors, officers and employees (collectively “Purchaser Indemnified Parties”), from and against and in respect of any and all Losses which any of them incur which are the result of or arise out of any one or more of the following: (a) any breach of any covenant or agreement on the part of any Seller in this Agreement or any Ancillary Agreement (other than the Support Agreements); (b) any breach of a representation and warranty set forth in Article 3, or any of the matters identified in Schedule 11.1(b); or (c) any of the Excluded Liabilities (other than Asbestos Claims, for which indemnification is provided under Schedule 11.6).

Indemnification by Seller Parent. (a) From and after the Closing and subject to the provisions of this Section 12.2, Seller Parent shall indemnify, defend and hold harmless Buyer, its Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Parties arising out of or resulting from: (i) any inaccuracy in or the breach of any representation or warranty made by Seller Parent in this Agreement or the certificate delivered by Seller Parent pursuant to Section 10.3(d)(ii) of this Agreement; (ii) the breach of any covenant or agreement made by Sellers in this Agreement; (iii) any Excluded Liability; or (iv) all Liabilities and Claims relating to the operation of the Business or the Acquired Assets to the extent arising out of or resulting from the ownership, operation or control of the Business or the Acquired Assets prior to the Closing.

Indemnification by Seller Parent. (a) Subject to the provisions of this Article VII, from and after the Closing, Seller Parent agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and, if applicable, their respective directors, officers, agents, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”), from and against any and all Losses that such Purchaser Indemnified Party suffers or incurs, or becomes subject to, as a result of, (i) any Excluded Asset, any Retained Liability or the operation or conduct of the Retained Businesses, (ii) any breach by any Seller of any of its covenants or agreements contained in this Agreement (the remedy for which survives the Closing), or any Ancillary Agreement, or any other agreement, instrument or certificate delivered pursuant hereto or thereto or (iii) any failure of any representation or warranty made by Seller Parent in this Agreement (other than the representations and warranties set forth in Section 4.16), any Ancillary Agreement, or any other agreement, instrument or certificate delivered pursuant hereto or thereto to be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date). (b) Purchaser shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to such Loss.

Indemnification by Seller Parent. Seller Parent shall indemnify and hold harmless Buyer, its Subsidiaries and its and their respective directors (or similar positions), managers, officers, employees, accountants, consultants, attorneys, other advisors, agents and other representatives (collectively, the “Buyer Indemnitees”) from and against any and all Damages which any Buyer Indemnitee may incur or suffer to the extent such Damages arise out of or result from (a) any of the Retained Liabilities, (b) any breach of any representation or warranty made by Seller Parent contained in this Agreement as of the Closing Date (or, to the extent such representation or warranty expressly relates to an earlier date, as of such earlier date) or (c) any breach of any covenant or agreement of the Seller Parent contained in this Agreement. Notwithstanding that a claim for Damages may fall into multiple categories of this Section 8.02, a Buyer Indemnitee may recover such Damages one time only. Buyer shall take, and shall cause the other Buyer Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto; provided, however, that the reasonable and documented out-of-pocket costs and expenses of such mitigation shall constitute Damages for purposes of this Agreement.

Indemnification by Seller Parent. From and after the Closing, Seller Parent shall indemnify, defend and hold Buyer (and its partners, members, and all their affiliates, and all their respective directors, officers, employees, attorneys, contractors and agents) (collectively, “Buyer Indemnified Parties”) harmless from and against any and all Losses (individually a “Buyer’s Indemnified Claim” and collectively “Buyer’s Indemnified Claims”) arising out of: (a) The breach of any of the representations and warranties of the Seller set forth in Section 4.1; (b) The Proceedings set forth on Schedule 4.1(e); and (c) Liabilities for Taxes of Seller arising from or otherwise related to the ownership, management or operation of the Properties prior to the Closing Date.

Indemnification by Seller Parent. Following the Closing, Seller Parent shall indemnify, defend and hold harmless Purchaser and its Affiliates and their respective successors and permitted assigns, in their capacity as such (collectively, the “Purchaser Indemnified Parties”), for, from and against all Damages incurred or suffered as the result of any (a) subject to the terms and conditions of Section 9.1, post-Closing breach or nonperformance of any covenant of Seller Party requiring post-Closing performance set forth herein; and (b) Excluded Liabilities (other than those Liabilities to the extent resulting from, arising out of, or relating to the Ancillary Agreements).

Indemnification by Seller Parent. Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall be indemnified and held harmless by Seller Parent for and against any and all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), arising out of or resulting from: (a) the breach of any representation or warranty made by Seller Parent contained in this Agreement; (b) the breach of any covenant or agreement by Seller Parent or Seller, as applicable, contained in this Agreement; (c) the Excluded Assets; or (d) the Excluded Liabilities. Neither Seller Parent nor Seller shall be required to indemnify any Losses, including but not limited to liabilities for Taxes, taken into account in the adjustment to the Purchase Price under Section 2.05.