Common use of Indemnification by the Buyers Clause in Contracts

Indemnification by the Buyers. Subject to the limits set forth in this Section 8.1, the Buyers jointly and severally agree to indemnify, defend and hold the Sellers and their respective agents and representatives (the "Sellers Indemnified 68 Persons") harmless from and in respect of any and all Losses that they may incur arising (i) out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of the Buyers contained in this Agreement; (ii) as a result of the conduct of business of any member of the Dresser-Rand Group after the Closing Date; (iii) from a third party claim under the Partnership's Amended and Restated Partnership Agreement, dated as of October 1, 1992 or the partnership law of the State of New York as a result of the status of the Sellers as partners of the Partnership prior to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement); and (iv) under any guarantees, standby letters of credit or other forms of credit support provided by any of the Sellers or any of their Affiliates to third parties in respect of obligations of any members of the Dresser-Rand Group. Anything to the contrary contained herein notwithstanding, (x) none of the Sellers Indemnified Persons shall be entitled to recover from the Buyers for any Losses indemnifiable under Section 8.1(b)(i) and Section 8.1(b)(ii) above unless and until the total amount of all such claims in respect of Losses pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii) exceeds the Basket; provided that in calculating whether the Basket has been obtained, only Losses in excess of the Minimum Claim Amount shall be considered and after the Basket has been obtained Buyers shall not be liable for any Losses under Section 8.1(b)(i) or Section 8.1(b)(ii) unless the Losses exceed the Minimum Claim Amount; and (y) the Sellers Indemnified Parties shall not be entitled to recover more than the Cap from the Buyers pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii); provided, however, that neither the Basket nor the Cap shall apply with respect to any Losses resulting from or relating to Section 8.1(b)(iii) and Section 8.1(b)(iv). Notwithstanding anything to the contrary in this Section 8.1(b), the Buyers hereby waive any and all claims which they have or may have against the Sellers under the Partnership's Amended and Restated Partnership Agreement, dated as of October 1, 1992 or the partnership law of the State of New York as a result of the status of the Sellers as partners of the Partnership prior to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement).

Indemnification by the Buyers. Subject to the limits set forth in this Section 8.1(a) The Buyers shall, the Buyers jointly and severally agree to indemnifyseverally, defend defend, indemnify and hold harmless, without duplication, IHI and the Sellers and their respective agents affiliates (other than Parthenon Ltd.) from and representatives (the "Sellers Indemnified 68 Persons") harmless from against and in respect of any and all Losses that they may incur arising actual losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorneys’ fees, incurred directly by the Sellers and their respective affiliates (hereinafter the “Sellers’ Losses”) which arise directly or indirectly out of or in connection with or which results from or is attributable to: (i) out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of the representations and warranties of Buyers contained in this Agreement; Agreement including without limitation Section 4 hereof, (ii) as a result any breach by the Buyers of any of their covenants in this Agreement (save under the terms of the conduct of business of any member Parthenon Tax Covenant which shall be governed by the Parthenon Tax Covenant), (iii) the ownership, operation or use of the Dresser-Rand Group Assets on or after the Closing Date; Date or (iiiiv) from a the Assumed Liabilities. The Sellers shall give the Buyers prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section 8.2, together with the Partnership's Amended estimated amount of such claim, and Restated Partnership Agreementthe Buyers shall have the right to assume the defense of any such claim through counsel of their own choosing, dated as by so notifying the Sellers within sixty (60) days of October 1, 1992 or the partnership law receipt of the State of New York as a result of the status of the Sellers as partners of the Partnership prior to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement); and (iv) under any guarantees, standby letters of credit or other forms of credit support provided by any of the Sellers or any of their Affiliates to third parties in respect of obligations of any members of the Dresser-Rand Group. Anything to the contrary contained herein notwithstanding, (x) none of the Sellers Indemnified Persons shall be entitled to recover from the Buyers for any Losses indemnifiable under Section 8.1(b)(i) and Section 8.1(b)(ii) above unless and until the total amount of all such claims in respect of Losses pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii) exceeds the Basket; provided that in calculating whether the Basket has been obtained, only Losses in excess of the Minimum Claim Amount shall be considered and after the Basket has been obtained Buyers shall not be liable for any Losses under Section 8.1(b)(i) or Section 8.1(b)(ii) unless the Losses exceed the Minimum Claim Amount; and (y) the Sellers Indemnified Parties shall not be entitled to recover more than the Cap from the Buyers pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii)Sellers’ written notice; provided, however, that neither the Basket nor the Cap Buyers’ counsel shall apply with respect to any Losses resulting from or relating to Section 8.1(b)(iii) and Section 8.1(b)(iv). Notwithstanding anything be reasonably satisfactory to the contrary Sellers. Failure to give prompt notice shall not affect the indemnification obligations hereunder in this Section 8.1(b)the absence of actual prejudice. If the Sellers desire to participate in any such defense assumed by the Buyers, they may do so at their sole cost and expense. If the Buyers hereby waive decline to assume any such defense, they shall be liable for all costs and all claims which they have or may have against expenses of defending such claim incurred by the Sellers under Sellers, including reasonable fees and disbursements of counsel. Neither party shall, without the Partnership's Amended and Restated Partnership Agreement, dated as of October 1, 1992 or the partnership law prior written consent of the State other party, which consent shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of New York as a consent, order, injunction or decree which would result in the admission of liability of others, restrict the future activity or conduct of the status other party or any subsidiary or affiliate thereof or if such settlement or compromise does not include an unconditional release of the Sellers as partners other party for any liability arising out of the Partnership prior to the Closing but only to the extent related to the business now such claim or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement)demand.

Indemnification by the Buyers. Subject to the limits limitations set forth in this Section 8.1section 9 and the Closing of the transactions contemplated by this Agreement, the Buyers jointly and Buyers, severally agree to but not jointly, shall indemnify, defend defend, save and hold the Sellers ADLT and their respective its officers, directors, employees, Affiliates and agents (excluding, after Closing, RLI and representatives its officers, directors, employees, Arbitrators and agents) (the collectively, "Sellers Indemnified 68 PersonsADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in respect investigation, defense or settlement of any and all Losses that they may incur arising (i) out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of the Buyers contained in this Agreement; foregoing (iicollectively, "Losses") as a result of the conduct of business of any member of the Dresser-Rand Group after the Closing Date; (iii) from a third party claim under the Partnership's Amended and Restated Partnership Agreementasserted against, dated as of October 1imposed upon, 1992 resulting to or the partnership law of the State of New York as a result of the status of the Sellers as partners of the Partnership prior to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement); and (iv) under any guarantees, standby letters of credit or other forms of credit support provided incurred by any of the Sellers ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (a) a breach of any of their Affiliates to third parties the representations and warranties made by the Buyers in respect section 4 of obligations this Agreement, except that each Buyer will be severally responsible only for his or her own such representations and warranties, (b) a breach of any members of the Dresser-Rand Groupcovenants or agreements made by the Buyers, or a breach of any of the covenants or agreements of Buyers to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Buyers are a party, and (c) nonpayment of any Liability of RLI, Xxxxxx Lighting or Ruud Italy which Liability is reflected in the Financial Statements (the "Covered Liabilities"), except that, with respect to Buyer covenants and agreements, each Buyer will be severally responsible only for his or her own covenants or agreements. Anything The waiver by ADLT of any condition to Closing set forth in section 6.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this section 9. The liability of each Buyer with respect to any claim for indemnity shall be equal to the contrary contained herein notwithstanding, (x) none of the Sellers Indemnified Persons shall be entitled to recover from the Buyers for any Losses indemnifiable under Section 8.1(b)(i) and Section 8.1(b)(ii) above unless and until the total amount of all such claims in respect of Losses pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii) exceeds the Basket; provided that in calculating whether the Basket has been obtained, only Losses in excess of the Minimum Claim Amount shall be considered and after the Basket has been obtained Buyers shall not be liable for any Losses under Section 8.1(b)(i) or Section 8.1(b)(ii) unless the Losses exceed the Minimum Claim Amount; and (y) the Sellers Indemnified Parties shall not be entitled to recover more than the Cap from the Buyers pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii)Buyer's Pro Rata Share; provided, however, that neither each Buyer shall be entirely responsible for any violation of his or her own representations contained in section 4. For purposes of this Agreement, "Pro Rata Share" means the Basket nor the Cap shall apply with respect to any amount of such Losses resulting from or relating to Section 8.1(b)(iii) and Section 8.1(b)(iv). Notwithstanding anything to the contrary in this Section 8.1(b)multiplied by a fraction, the Buyers hereby waive any numerator of which is the Purchased Shares owned by such Buyer, and the denominator of which is all claims which they have or may have against the Sellers under the Partnership's Amended and Restated Partnership AgreementPurchased Shares, dated as of October 1, 1992 or the partnership law of the State of New York as a result of the status of the Sellers as partners of the Partnership prior to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement)set forth on Exhibit A hereto.

Indemnification by the Buyers. Subject Except for the obligations assumed by HMCA under the Assignment and Assumption Agreement , or otherwise in this Agreement, and to the limits set forth in this Section 8.1extent HMCA has agreed to indemnify the Buyers against undisclosed liabilities as hereinafter provided, the Buyers jointly and severally agree to indemnify, defend shall indemnify and hold the Sellers harmless HMCA, Damadian MRI and RVD and their respective subsidiaries, affiliates, current and former shareholders, directors, officers, employees and agents and representatives (together, the "Sellers Indemnified 68 PersonsParties") harmless from all losses, liabilities, obligations, claims, lawsuits, judgments, costs and in respect of any and all Losses that they may incur expenses (including reasonable attorneys' fees) arising (i) out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of the Buyers contained in this Agreement; (ii) as a result of the conduct of business of any member of the Dresser-Rand Group after the Closing Date; (iii) from a third party claim under events, acts or omissions, occurring after the Partnership's Amended Closing and Restated Partnership Agreementto the extent reflected in the Accounts Payable Schedule or Allocation Schedule, dated as of October 1, 1992 or the partnership law of the State of New York as a result of the status of the Sellers as partners of the Partnership prior to the Closing but only Closing, which are incurred or suffered by, or asserted or claimed against, HMCA, Damadian MRI or RVD relating to the extent related to the business now or previously conducted arising out of A&A or any Professional Corporation, any act or omission by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility in behalf of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement); and (iv) under any guarantees, standby letters of credit or other forms of credit support provided by any of the Sellers them, or any of their Affiliates to third parties in respect of obligations of respective businesses or affairs. In the event that any members of the Dresser-Rand Group. Anything to the contrary contained herein notwithstanding, (x) none of the Sellers Indemnified Persons shall be entitled to recover from the Buyers for any Losses indemnifiable under Section 8.1(b)(i) and Section 8.1(b)(ii) above unless and until the total amount of all such claims in respect of Losses pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii) exceeds the Basket; provided that in calculating whether the Basket has been obtained, only Losses in excess of the Minimum Claim Amount shall be considered and after the Basket has been obtained Buyers shall not be liable for any Losses under Section 8.1(b)(i) or Section 8.1(b)(ii) unless the Losses exceed the Minimum Claim Amount; and (y) the Sellers Indemnified Parties shall not be entitled to recover more than the Cap from the Buyers pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii); provided, however, that neither the Basket nor the Cap shall apply claim is made with respect to any Losses resulting from or relating which an Indemnified Party intends to Section 8.1(b)(iii) and Section 8.1(b)(iv). Notwithstanding anything to the contrary in this Section 8.1(b)seek indemnification hereunder, the Indemnified Party shall give the Buyers hereby waive ("Indemnifying Parties") prompt written notice of such claim. Nevertheless, the Indemnified Party shall have the right to defend the claim with counsel of its own choosing provided that such defense is conducted with diligence and continuity and provided further that the Indemnifying Parties shall have the right to participate in the defense of such claim with counsel of their choosing. The parties shall cooperate in the defense of any such claim and all claims which they neither the Indemnifying Parties nor the Indemnified Party shall have the right to settle or may have against pay any such claim without the Sellers under the Partnership's Amended and Restated Partnership Agreement, dated as of October 1, 1992 or the partnership law consent of the State of New York as a result other, unless the party or parties settling the claim secures the release of the status of other parties from any liability for the Sellers as partners of the Partnership prior to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement)claim.