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 terms and conditions set forth in this ARTICLE IX and except as provided in Section 8.15.5, which shall govern the parties' respective indemnification obligations with respect to Tax matters (including Tax representations and warranties), from and after the Closing, the Buyers jointly covenants and severally agree agrees to indemnify, defend and hold harmless each of the Sellers Sellers, their respective Affiliates and their respective agents officers, directors, shareholders, employees, agents, and representatives (collectively, the "Sellers Indemnified 68 PersonsSELLER INDEMNIFIED PERSONS") harmless from and in respect of against any and all Losses that they any Seller Indemnified Person may incur or suffer resulting from, arising out of or related to: (i) out of or due to any inaccuracy breach of any representation or the breach of any warranty, covenant, undertaking or other agreement of warranty by the Buyers contained in this Agreement; ; (ii) as a result of any breach by the conduct of business Buyers of any member covenant, obligation or agreement hereunder; (iii) the possession, use, operation or management as of the Dresser-Rand Group and after the Closing Date; (iii) from a third party claim under of any property of the Partnership's Amended Sold Companies, the Subsidiaries, the Separate Assets or the Business or in any other respect regarding the Sold Companies, the Subsidiaries, the Separate Assets or the Business as of and Restated Partnership after the Closing Date except insofar as the Buyer Indemnified Persons are entitled to indemnification, subject to the limitations set forth in this 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 for Losses indemnifiable pursuant to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors Section 9.1(a); or (other iv) any Assumed Liability. Other than with respect to matters contemplated Losses arising out of or related to be the responsibility breach of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement); representations set forth in the first and (iv) under any guaranteessecond sentences of Section 4.2 and Section 4.14, 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 Seller Indemnified Persons shall be entitled to recover from the Buyers for any Losses indemnifiable under pursuant to Section 8.1(b)(i9.1(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 indemnifiable under Section 8.1(b)(i9.1(b)(i) exceed $12,000,000 and Section 8.1(b)(ii) exceeds then only for the Basketamount by which such Losses exceed such amount; provided PROVIDED that in calculating whether the Basket dollar amount in the foregoing clause has been obtained, only Losses under Sections 9.1(b)(i) in excess of the Minimum Claim Amount $50,000 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 considered. The Seller Indemnified Parties Persons shall not be entitled to recover more than the Cap an aggregate of $400,000,000 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 Agreement9.1(b)(i).

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 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 Buyers’ counsel shall be reasonably satisfactory to the Cap Sellers. Failure to give prompt notice shall apply not affect the indemnification obligations hereunder in 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 decline to assume any such defense, they shall be liable for all costs and expenses of defending such claim incurred by the Sellers, including reasonable fees and disbursements of counsel. Neither party shall, without the prior written consent of the 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 a consent, order, injunction or decree which would result in the admission of liability of others, restrict the future activity or conduct of the other party or any subsidiary or affiliate thereof or if such settlement or compromise does not include an unconditional release of the other party for any liability arising out of such claim or demand. (b) The foregoing obligation to indemnify the Sellers and their respective affiliates set forth in Section 8.2(a) shall be subject to each of the following limitations: (i) The Buyer’s indemnification obligation under 8.2(a)(i) and the representations and warranties pertaining thereto shall survive for only a period of twelve (12) months after the Closing, and thereafter all such representations and warranties of the Buyers under this Agreement shall be extinguished, except in the case of any claim based upon fraud or willful misconduct; provided, that the representations and warranties contained in Sections 4.1 and 4.2 shall survive until the expiration of the applicable statute of limitations. No claim for the recovery of the Sellers’ Losses for claims under Section 8.2(a)(i) may be asserted by the Sellers after such twelve (12) month period, except in the case of any claim based upon fraud or willful misconduct or, with respect to any Losses resulting from or claims relating to breaches of representations and warranties contained in Section 8.1(b)(iii4.1 or 4.2, after the expiration of the applicable statute of limitations; provided, however, that claims first asserted in writing with specificity within such periods shall not thereafter be barred. (ii) No reimbursement for the Sellers’ Losses asserted against the Buyers under Section 8.2(a)(i) above shall be required unless and until the cumulative aggregate amount of such Sellers’ Losses equals or exceeds one million five hundred thousand dollars ($1,500,000) 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 then reimbursement shall be made only to the extent related that the cumulative aggregate amount of the Sellers’ Losses, as finally determined, equals or exceeds seven hundred fifty thousand dollars ($750,000) (it being understood and agreed that such amount shall be considered a deductible); provided that the foregoing limitations shall not apply to the business now Buyers’ obligations under Section 2 hereof. (iii) The Buyers’ liability to the Sellers and their affiliates under Section 8.2(a) for Sellers’ Losses shall not exceed the Purchase Price. (c) The indemnities provided in this Section 8.2 shall survive the Closing. In the absence of fraud or previously conducted by willful misconduct, the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to indemnity provided in this Section 8.2 shall be the responsibility sole and exclusive remedy of the indemnified party against the indemnifying party at law or equity for any matter covered by Section 8.2(a) hereof, except for the equitable remedy of specific performance or injunctive relief; provided that nothing herein shall relieve the Buyers of any of their obligations under Section 2.2 hereof. (d) In no event shall the Buyers be liable to IHI or the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement)their respective affiliates for special, indirect, incidental, consequential or punitive damages.

Indemnification by the Buyers. Subject to the limits set forth in terms and conditions of this Section 8.1Article VI, from and after the Closing, the Buyers jointly Buyers, joint and severally agree to indemnifyseverally, defend shall indemnify Xxxxxx in respect of, and hold the Sellers and their respective agents and representatives (the "Sellers Indemnified 68 Persons") Xxxxxx harmless from and in respect of against, any and all Losses that they may incur arising Damages incurred or suffered by any Xxxxxx or any Affiliate thereof: (a) to the extent resulting from any (i) out of or due to any inaccuracy breach of any representation or warranty of the breach Buyers contained in Article III of this Agreement or the certificate of each of the Buyers delivered at the Closing pursuant to Section 5.2(d) or (ii) failure to perform any warranty, covenant, undertaking covenant or other agreement of the Buyers contained in this Agreement; or (iib) as a result of to the extent resulting from the conduct of business of any member the Business or operations of the Dresser-Rand Group Business or operation or use of the Acquired Assets from and after the Closing Date; Closing; (iiic) 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 resulting from or previously conducted by the Dresser-Rand Group constituting any obligations and liabilities of Xxxxxx assumed by, or its predecessors (other than with respect to matters contemplated to be which are otherwise the responsibility of of, the Sellers or as to which Sellers are obligated to indemnify Buyers pursuant to this Agreement); , the Assumption Agreement or the Lease Assignment and Assumption Agreement; (ivd) to the extent resulting from or constituting any obligations of Xxxxxx or any of its subsidiaries (other than the Business Subsidiaries) under any guarantees, standby letters of credit and other obligations or other forms borrowings of credit support the Business Subsidiaries or the Business that are subject to any guarantee, covenant, indemnity, letter of comfort or similar assurance provided by Xxxxxx or any of its subsidiaries (other than any of the Sellers or any of their Affiliates to third parties in respect of obligations of any members Business Subsidiaries) as of the Dresser-Rand Group. Anything Closing Time that are specified in Section 4.2 of the Disclosure Schedule; or (e) to the contrary contained herein notwithstanding, extent resulting from a claim under COBRA made by any New Buyer Employee in the U.S. during the period beginning at the Closing Time and ending at the time that such New Buyer Employees is first eligible to be covered under a Buyer Plan (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, howeverthat if Celestica does not comply with its obligations in Section 9.5(c), that neither the Basket nor the Cap shall apply then such period will extend with respect to any Losses resulting from or relating to Section 8.1(b)(iii) New Buyer Employee who has not been enrolled in a Buyer Plan 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 who remains covered 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 COBRA for so long 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 such New Buyer Employee remains employed 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 AgreementCelestica Oregon).

Indemnification by the Buyers. Subject to the limits terms and conditions set forth in this ARTICLE IX and except as provided in Section 8.15.5, which shall govern the parties' respective indemnification obligations with respect to Tax matters (including Tax representations and warranties), from and after the Closing, the Buyers jointly covenants and severally agree agrees to indemnify, defend and hold harmless each of the Sellers Sellers, their respective Affiliates and their respective agents officers, directors, shareholders, employees, agents, and representatives (collectively, the "Sellers Seller Indemnified 68 Persons") harmless from and in respect of against any and all Losses that they any Seller Indemnified Person may incur or suffer resulting from, arising out of or related to: (i) out of or due to any inaccuracy breach of any representation or the breach of any warranty, covenant, undertaking or other agreement of warranty by the Buyers contained in this Agreement; ; (ii) as a result of any breach by the conduct of business Buyers of any member covenant, obligation or agreement hereunder; (iii) the possession, use, operation or management as of the Dresser-Rand Group and after the Closing Date; (iii) from a third party claim under of any property of the Partnership's Amended Sold Companies, the Subsidiaries, the Separate Assets or the Business or in any other respect regarding the Sold Companies, the Subsidiaries, the Separate Assets or the Business as of and Restated Partnership after the Closing Date except insofar as the Buyer Indemnified Persons are entitled to indemnification, subject to the limitations set forth in this 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 for Losses indemnifiable pursuant to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors Section 9.1(a); or (other iv) any Assumed Liability. Other than with respect to matters contemplated Losses arising out of or related to be the responsibility breach of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement); representations set forth in the first and (iv) under any guaranteessecond sentences of Section 4.2 and Section 4.14, 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 Seller Indemnified Persons shall be entitled to recover from the Buyers for any Losses indemnifiable under pursuant to Section 8.1(b)(i9.1(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 indemnifiable under Section 8.1(b)(i9.1(b)(i) exceed $12,000,000 and Section 8.1(b)(ii) exceeds then only for the Basketamount by which such Losses exceed such amount; provided that in calculating whether the Basket dollar amount in the foregoing clause has been obtained, only Losses under Sections 9.1(b)(i) in excess of the Minimum Claim Amount $50,000 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 considered. The Seller Indemnified Parties Persons shall not be entitled to recover more than the Cap an aggregate of $400,000,000 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 Agreement9.1(b)(i).

Indemnification by the Buyers. (a) Subject to the limits limitations set forth in this Section 8.1Article IX, after the Closing, the Buyers jointly shall, and shall cause the Company Entities to, severally agree to and not jointly, indemnify, hold harmless and defend the Seller, its Representatives and hold Affiliates, and each of the Sellers successors and their respective agents and representatives (the "Sellers Indemnified 68 Persons") harmless from and in respect assigns of any of the foregoing (collectively, the “Seller Indemnitees”) against, and all Losses that they may incur shall hold each Seller Indemnitee harmless from, any Loss resulting from, arising out of, or incurred by such Seller Indemnitee in connection with, or otherwise with respect to: (i) out of or due to any inaccuracy breach of any representation and warranty made by the Buyers in Article V or by the Guarantor in Section 10.13; or (ii) any breach of any warranty, covenant, undertaking covenant 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 Agreement 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 Guarantor in Section 10.13. (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 (ivb) 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 The Buyers shall not be liable for any Loss or Losses under Section 8.1(b)(i) or Section 8.1(b)(ii9.3(a), as applicable, (i) unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) in the case of any Loss or Losses under Section 9.3(a)(i) (other than a Loss or Losses arising from a breach of any Fundamental Representation of the Buyers or the Guarantor or knowing and intentional fraud by the Buyers or the Guarantor), if such Loss or Losses arise from a breach of a representation, warranty, covenant or agreement of the Buyers or the Guarantor, unless and until the amount of Losses arising from any matter or series of matters relating to the same underlying fact, circumstance, action or event exceeds the Covered Losses, and unless and until the aggregate amount of all Losses incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that such 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)Deductible; provided, however, that neither the Basket nor cumulative indemnification obligations of the Cap Buyers under all provisions of this Article IX shall apply in no event exceed the Purchase Price. Any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (c) In addition to the limitations set forth in Section 9.3(b), the Buyers shall not be obligated to indemnify any Seller Indemnitee under this Section 9.3 with respect to any Losses resulting from covenant or relating to Section 8.1(b)(iii) and Section 8.1(b)(iv). Notwithstanding anything condition waived by the Seller in writing on or prior to the contrary Closing. (d) Except as otherwise expressly provided for in this Section 8.1(b)Agreement, the Buyers hereby waive Seller acknowledges and agrees that, should the Closing occur, its and each Seller Indemnitee’s sole and exclusive remedy with respect to any and all claims which they have matters arising out of, relating to or may have against connected with this Agreement and 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 Transactions shall be pursuant to the Closing but only indemnification provisions set forth in this Article IX; provided, that nothing contained herein shall operate to limit the extent related Seller Indemnitees’ ability 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 make a claim against any Party for knowing and intentional fraud of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement)such Party.

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.