Indemnification by the Vendors. (a) Subject to the other terms of this Article 8, each Vendor agrees, individually and not jointly and severally, to indemnify Buyer and its Affiliates (including the Company after the Closing) and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of such Vendor contained in Article 2; or (ii) any breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same.
(b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3, other than the Key Company Reps or the Fundamental Company Reps; or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificate.
(c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”).
(d) Subject to the othe...
Indemnification by the Vendors. Subject to Section 3.4, the Vendors shall, jointly and severally, indemnify and save the Purchaser harmless for and from:
(1) all debts and liabilities of MFI, including liabilities for any Taxes, existing at the Closing Time and not disclosed on or included in the Audited Financial Statements, as applicable, except liabilities accruing or incurred subsequent to December 31, 2014, as applicable, in the ordinary course of the Business, consistent with past practice and except liabilities disclosed in this Agreement or any Schedule;
(2) all contingent liabilities which MFI becomes obligated to pay and which exist at the Closing Time whether or not the Vendors or MFI have notice thereof or of the facts or circumstances which give rise thereto;
(3) any liabilities in respect of the Lease;
(4) any liabilities in respect of the Excluded Employees;
(5) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Audited Financial Statements, as applicable;
(6) any loss or damages suffered by the Purchaser or by MFI as a result of any breach of representation, warranty or covenant on the part of the Vendors contained in this Agreement or in any document delivered pursuant to or contemplated by this Agreement;
(7) any warranty, damage or similar claim made against MFI for or arising from defects in any goods, materials, service or workmanship, in each case provided by MFI on or prior to the Closing Date for which MFI is or is alleged to be liable; and
(8) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.
Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following:
(1) Subject to the provisions of this Article 7, the Vendors will, on a joint and several basis, indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of resulting from:
(a) any inaccuracy or misrepresentation in any representation or warranty of any Vendor in this Agreement; or
(b) any breach of any covenant of any Vendor of this Agreement; or
(c) any of the transactions contemplated by any of the UK Agreements.
(2) Notwithstanding any of the other provisions of this Agreement, none of the Vendors will be liable to any Purchaser Indemnitee in respect of any Claim or Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in the representations or warranties of the Vendors set forth in Section 3.01(h) unless notice of any Claim by the Purchaser against the Vendors with respect thereto is given to the Vendors by the Purchaser within eighteen (18) months after the Closing Date whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time, but excluding any Claim or Loss arising out of or resulting from any fraud by any Vendor in which case there will be no time limit for the Purchaser to make a Claim against either Vendor in respect thereof.”
Indemnification by the Vendors. (a) The Vendors shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are connected with:
(i) any Breach of any representation or warranty made by the Vendors in this Agreement (giving full effect to any update to the Disclosure Schedule) or in the Closing Certificate;
(ii) any Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of the Vendors or any of its Representatives;
(iii) any Breach of any covenant or obligation of the Vendors;
(iv) any Liability to which the Company or any of the other Indemnitees may become subject and that arises directly from or relates directly to any product manufactured or sold, or any service performed, by or on behalf of the Company on or at any time prior to the Closing Date; or
(v) any Proceeding relating to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(i)", "(ii)", "(iii)" or "(iv)", above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 8).
Indemnification by the Vendors. Subject to this Article 11 and Section 12.5, each of the Vendors shall jointly and severally indemnify and save harmless the Purchaser Indemnitees from any and all Losses suffered or incurred by the Purchaser Indemnitees as a result of or arising directly or indirectly out of or in connection with:
(1) any inaccuracy of, or any breach by any Vendor of, any representation or warranty of the Vendors contained in this Agreement or in any instrument, certificate or other document delivered by a Vendor pursuant to this Agreement; and
(2) any breach or non-performance by any Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement.
Indemnification by the Vendors after the Closing), successors and assigns from and against any and all Damages suffered by the Purchaser or the Acquired Subsidiaries which are caused by, arising out of or in respect of:
(a) all Allied Group Income Taxes attributable to any Pre-Closing Tax Period (including any transaction consummated in such Pre-Closing Tax Period);
(b) any Tax attributable to a tax period ending on or before December 29, 1996 resulting from or attributable to the distribution of the Retained Subsidiaries and the Retained Land (as such terms are defined in the SPA);
(c) any Tax attributable to a tax period ending on or before December 29, 1996 on or attributable to the elimination, reversal, release, satisfaction, distribution, or discharge of Intercompany Indebtedness of the Acquired Subsidiaries (including any intercompany items solely between the Acquired Subsidiaries, as well as items between Laidxxx Xxx. and the other Affiliates of Laidxxx), xnd any other reorganization steps or other actions taken by Laidxxx xxx its Affiliates in placing the Acquired Subsidiaries in the condition required for Closing (as defined in the SPA), (including, without limitation, the actions set forth in Section 3.2 of the SPA);
(d) any obligation of the Purchaser or the Acquired Subsidiaries to contribute to the payment of any Allied Group Income Taxes determined on a consolidated, combined or unitary basis allocable to any Pre-Closing Period with respect to a group of corporations that includes or included the Acquired Subsidiaries;
(e) any (x) Pre-Closing Allied Insurance Claims, and (y) liability (including any Environmental Claim relating to any Environmental Law) arising out of the activities, business, assets or operations of the Allied Group, including their predecessors, affiliates, successors and assigns;
(f) any claim by Allied Parent or any of its Subsidiaries (other than any Acquired Subsidiary) against any Acquired Subsidiary based on any event occurring or condition existing on or before the Closing Date;
(g) any breach or default in the performance by either Vendor of any covenant or agreement made by that Vendor in this Agreement or in any Ancillary Agreement to which that Vendor is a party;
(h) warranties made in Article IV of this Agreement (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.11, 4.13 and 4.15);
(i) any breach of warranty or inaccurate or erroneous representation made by either Vendor in Sections 4.2, 4.3, 4.4, 4.5...
Indemnification by the Vendors. In addition to any other indemnification provided by the Vendors contained in this Agreement and subject to this Article 8, each Vendor shall severally, and not jointly, indemnify and save harmless the Purchaser and, to the extent named or involved in any Third Party Claim, the Purchaser Indemnitees from, and shall pay (in the case of each Vendor, in proportion to their Vendor Percentage) to the Purchaser and the Purchaser Indemnitees, on demand, the amount of any and all Losses, as a result of or arising in connection with:
(a) any inaccuracy of or any breach of any representation or warranty made by any of the Vendors in this Agreement (but excluding, for clarity, any representation or warranty made by the Vendors’ Representative in Section 5.2) or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not the Purchaser relied on or had knowledge of it; and
(b) to the extent not performed or waived prior to Closing any breach or non- performance by any of the Vendors of any covenant or other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.
Indemnification by the Vendors. The Vendors agree to indemnify and save harmless the Purchaser from and against any and all Damages suffered or incurred by the Purchaser as a result of any breach of, or untruth of, any of the covenants, warranties or representations contained in section 3.1or 4.1 of this Agreement.
Indemnification by the Vendors. The Vendors shall indemnify the Purchaser, and save Purchaser and their respective officers, directors, employees, affiliates and representatives harmless from and against any and all claims, losses, liabilities, damages, recoveries, deficiencies, costs and expenses (including, without limitation, interest, penalties and attorneys’ fees and disbursements) (hereinafter some times referred to collectively as “losses”) suffered or sustained by the Purchaser resulting from, arising out of or relating to:
(i) any breach or falsity of any of the representations or warranties of the Vendors set forth herein or any failure to fulfil any covenant or obligation on the part of the Vendors under this Agreement or from any misrepresentation in or omission from any certificate, schedule or other document provided to the Purchaser by the Vendors pursuant to this Agreement;
(ii) any claims, demands, suits, proceedings or actions by any third party containing allegations which, if true, would constitute a misrepresentation, breach of warranty or failure to fulfil a covenant or obligation on the part of the Vendor under this Agreement;
(iii) any claims, demands or causes of action of any kind or nature by any third party arising from the conduct of the Purchased Business prior to the Closing Date.
(iv) any assessment or reassessment for taxes of Digital and HPB or for any taxation year ending on or before the Closing Date to the extent that the amount of taxes payable as a result of such assessment or reassessment exceeds the amount accrued as a liability for such taxes.
Indemnification by the Vendors. (1) Subject to the provisions of this Article 7, each Vendor will indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of, resulting from or in connection with:
(a) any inaccuracy or misrepresentation in any representation or warranty of the Vendors in this Agreement;
(b) any breach of any covenant of the Vendors in this Agreement;
(c) the special resolutions specified in Section 4.01(1)(k) not being approved;
(d) any obligation or liability of the Vendors not assumed by the Purchaser as contemplated in Section 2.09;
(e) any infringement, misuse, or misappropriation of the Owned IP disclosed on Schedule 3.01(5)(n) or any claim that the Owned IP infringes, misuses, or misappropriates the Intellectual Property Rights of any third party, including any claims arising in respect U.S. Patent Number 6,243,007 issued to XxXxxxxxxx et al.;
(f) any Product Warranties;
(g) any Product Liability;
(h) any Recalls Liability;
(i) any Non-Transferring Employee;
(j) the matters described in Schedule 3.01(6)(d);
(k) the development contract with DSA listed on Schedule 3.01(5)(p); and
(l) the factoring agreement dated on or about February 28, 2007 between SSI and Interstate Capital Corporation.
(2) Notwithstanding any of the other provisions of this Agreement, the Vendors will not be liable to any Purchaser Indemnitee in respect of any Claim or Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in any representation or warranty of the Vendors in this Agreement unless within 5 years after the Closing Date (i) notice of any Claim by the Purchaser against the Vendors with respect thereto is given to the Vendors by the Purchaser, or (ii) notice of any Claim by the Purchaser against any Vendor with respect thereto is given to such Vendor by the Purchaser pursuant to Section 7.04, whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time but excluding any Claim or Loss arising out of or resulting from either any inaccuracy or misrepresentation in Section 3.01(1) or any fraud by such Vendor whatsoever in which case there will be no time limit for the Purchaser to make a Claim against such Vendor with respect thereto.
