Common use of Indemnification by WMT Clause in Contracts

Indemnification by WMT. After the Closing Date, WMT shall, as to ---------------------- those representations, warranties, covenants and agreements which are herein made or agreed to by WMT, indemnify and hold harmless Xxxxx and TSI's officers and directors (prior to the Closing) and their heirs and assigns against and in respect of: (a) any damage, deficiency, losses or costs incurred by Xxxxx resulting from any material misrepresentation or breach of warranty or any nonfulfillment of any covenant or agreement on the part of WMT under this Agreement; (b) any claim by any person under any provision of any federal or state securities laws relating to any transaction, event, act or omission of or by WMT (including, without limitation, any tender offer); (c) any claim made by any person relating to or arising out of transactions, events, acts or omissions of the Acquired Assets or Assumed Liabilities after the Closing; (d) any claim, action, suit, proceeding, demand, judgment, assessment, cost and expense, including reasonable counsel fees, incident to any of the foregoing; provided that the total indemnity shall not exceed the fair market value (as determined pursuant to Section 8.6(b) hereof) of the WMT Common Stock received by Xxxxx. WMT shall reimburse Xxxxx for any liabilities, damages, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs and expenses to which this Section 8.11 relates only if a claim for indemnification is made by Xxxxx within the period ending at December 31, 1998. Without limiting the generality of the foregoing, with respect to the measure of Indemnifiable Damages, Xxxxx shall have the right to be put in the same financial position as he would have been in had each of the representations, warranties and covenants of WMT been true and accurate or the same said parties had not breached any such covenants or had any of the events, claims or liabilities referred to in clauses (b) or (c) of this Section 8.11 not occurred or been made or incurred. Any dispute as to indemnification shall be resolved by arbitration in accordance with Section 8.8 hereof.

Indemnification by WMT. After the Closing Date, WMT shall, as to ---------------------- those representations, warranties, covenants and agreements which are herein made or agreed to by WMT, indemnify and hold harmless Xxxxx and TSI's officers and directors (prior to the Closing) and their heirs and assigns against and in respect of: (a) any damageWMT agrees to defend and indemnify Hardware and its affiliates, deficiencydirectors, losses or costs incurred by Xxxxx resulting officers and shareholders and their respective successors and assigns (collectively, the "Hardware Indemnitees") against and hold each of them harmless from any material misrepresentation and all Indemnifiable Damages which any such Indemnified Person may suffer or incur by reason of (i) the inaccuracy or breach of warranty any of the representations, warranties and covenants of WMT contained in this Agreement or any nonfulfillment of any covenant document, certificate or agreement on the part of WMT under this Agreement; delivered pursuant hereto, or (bii) any claim by any person under any provision arising out of any federal actions or state securities laws relating to any transaction, event, act or omission of or by WMT (including, without limitation, any tender offer); (c) any claim made inactions after the Closing Date by any person relating to assets or arising out of transactions, events, acts liabilities acquired or omissions of the Acquired Assets or Assumed Liabilities after the Closing; (d) any claim, action, suit, proceeding, demand, judgment, assessment, cost and expense, including reasonable counsel fees, incident to any of the foregoing; provided that the assumed by WMT hereunder. The total indemnity shall not exceed the fair market value (as determined pursuant to Section 8.6(b) hereof8.6) of the WMT Common Stock received by XxxxxHardware at Closing and the cash paid at Closing. WMT The indemnity provided in this Article 8 shall reimburse Xxxxx be the sole and exclusive remedy of the Hardware Indemnitees for any liabilitiesbreach in or inaccuracy of any representation and warranty of WMT or any other matter relating to this Agreement or the transactions contemplated by this Agreement; provided, damageshowever, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs and expenses to that nothing herein shall limit in any way Hardware's remedies in the event of breach by WMT of any of its covenants or agreements hereunder which this Section 8.11 relates only if are not also a claim representation or warranty or for indemnification is made willful fraud or intentionally deceptive material misrepresentation or omission by Xxxxx within WMT in connection herewith or with the period ending at December 31, 1998. transactions contemplated hereby (the "Unrestricted WMT Indemnity"). (b) Without limiting the generality of the foregoing, but subject to the foregoing, with respect to the measure of Indemnifiable Damages, Xxxxx Hardware and its affiliates shall have the right to be put in the same financial position as he it would have been in had each of the representations, warranties and covenants of WMT been true and accurate or had the same said parties had not breached any such covenants or had any of the events, claims or liabilities referred to in clauses clause (b) or (ca)(ii) of this Section 8.11 not occurred or been made or incurred. Any dispute as to indemnification shall be resolved by arbitration in accordance with Section 8.8 hereof8.8. (c) Except for the Unrestricted WMT Indemnity, the indemnity referred to in this Section 8.11 shall only apply to Indemnifiable Damages claimed by the party seeking indemnification prior to the expiration of the Escrow Period defined above in Section 8.3. Any indemnitee under this Agreement may not seek recovery under the indemnities set forth herein unless and until the Indemnifiable Damages of such party are greater than $25,000, in which case indemnity shall apply to all Indemnifiable Damages.

Indemnification by WMT. After the Closing Date, WMT shall, as to ---------------------- those representations, warranties, covenants and agreements which are herein made or agreed to by WMT, indemnify and hold harmless Xxxxx the IPI Shareholders and TSIIPI's officers and directors (prior to the Closing) and their heirs and assigns against and in respect of: (a) any damage, deficiency, losses or costs incurred by Xxxxx any IPI Shareholder resulting from any material misrepresentation or breach of warranty or any nonfulfillment of any covenant or agreement on the part of WMT under this Agreement; (b) any claim by any person under any provision of any federal or state securities laws relating to any transaction, event, act or omission of or by WMT (including, without limitation, any tender offer); (c) any claim made by any person relating to or arising out of transactions, events, acts or omissions of the Acquired Assets or Assumed Liabilities by IPI after the Closing, except with respect to assets and liabilities conveyed to or assumed by (or in accordance with the Further Assurances and Indemnification Agreement, to be conveyed or to be assumed by) IPI*GrammTech, Inc. in connection with the Spin-Off; (d) any claim, action, suit, proceeding, demand, judgment, assessment, cost and expense, including reasonable counsel fees, incident to any of the foregoing; provided that the total indemnity shall not exceed the fair market value (as determined pursuant to Section 8.6(b) hereof8.6) of the WMT Common Stock received by Xxxxxthe IPI Shareholders. WMT shall reimburse Xxxxx the IPI Shareholders for any liabilities, damages, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs and expenses to which this Section 8.11 relates only if a claim for indemnification is made by Xxxxx the IPI Shareholders within the period ending at December 31, 19981997. Without limiting the generality of the foregoing, with respect to the measure of Indemnifiable Damages, Xxxxx the IPI Shareholders shall have the right to be put in the same financial position as he they would have been in had each of the representations, warranties and covenants of WMT been true and accurate or the same said parties had not breached any such covenants or had any of the events, claims or liabilities referred to in clauses (b) or (c) of this Section 8.11 not occurred or been made or incurred. Any dispute as to indemnification shall be resolved by arbitration in accordance with Section 8.8 hereof8.8.

Indemnification by WMT. After the Closing Date, WMT shall, as to those ---------------------- those representations, warranties, covenants and agreements which are herein made or agreed to by WMT, indemnify and hold harmless Xxxxx the Star Shareholders and TSIStar's officers and directors (prior to the Closing) and their heirs and assigns against and in respect of: (a) any damage, deficiency, losses or costs incurred by Xxxxx any Star Shareholder resulting from any material misrepresentation or breach of warranty or any nonfulfillment of any covenant or agreement on the part of WMT under this Agreement; (b) any claim by any person under any provision of any federal or state securities laws relating to any transaction, event, act or omission of or by WMT (including, without limitation, any tender offer); (c) any claim made by any person relating to or arising out of transactions, events, acts or omissions of the Acquired Assets or Assumed Liabilities after the Closing; (d) any claim, action, suit, proceeding, demand, judgment, assessment, cost and expense, including reasonable counsel fees, incident to any of the foregoing; provided that the total indemnity shall not exceed the fair market value (as determined pursuant to Section 8.6(b) hereof8.6) of the WMT Common Stock received by XxxxxStar. WMT shall reimburse Xxxxx the Star Shareholders for any liabilities, damages, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs and expenses to which this Section 8.11 relates only if a claim for indemnification is made by Xxxxx the Star Shareholders within the period ending at December 31, 1998. Without limiting the generality of the foregoing, with respect to the measure of Indemnifiable Damages, Xxxxx the Star Shareholders shall have the right to be put in the same financial position as he they would have been in had each of the representations, warranties and covenants of WMT been true and accurate or the same said parties had not breached any such covenants or had any of the events, claims or liabilities referred to in clauses (b) or (c) of this Section 8.11 not occurred or been made or incurred. Any dispute as to indemnification shall be resolved by arbitration in accordance with Section 8.8 hereof8.8.

Indemnification by WMT. After the Closing Date, WMT shall, as to those ---------------------- those representations, warranties, covenants and agreements which are herein made or agreed to by WMT, indemnify and hold harmless Xxxxx IDP, IDP Financial, Bynder and TSI's Xxxxxxx and their respective officers and directors (prior to the Closing) and their heirs and assigns against and in respect of: of (a) any damage, deficiency, losses or costs incurred by Xxxxx IDP, IDP Financial, Bynder and Xxxxxxx resulting from any material misrepresentation or breach of warranty or any nonfulfillment of any covenant or agreement on the part of WMT under this Agreement; ; and (b) any claim by any person under any provision of any federal or state securities laws relating to any transaction, event, act or omission of or by WMT (including, without limitation, any tender offer); (c) any claim made by any person relating to or arising out of transactions, events, acts or omissions of the Acquired Assets or Assumed Liabilities after the Closing; (d) any claim, action, suit, proceeding, demand, judgment, assessment, cost and expense, including reasonable counsel fees, incident to any of the foregoing; provided that the total indemnity shall not exceed the fair market value (purchase price as determined pursuant to provided in Section 8.6(b) 2.3 hereof) of the WMT Common Stock received by Xxxxx. WMT shall reimburse Xxxxx IDP, IDP Financial, Bynder and Xxxxxxx for any liabilities, damages, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs and expenses to which this Section 8.11 7.2 relates only if a claim for indemnification is made by Xxxxx IDP, IDP Financial, Bynder and Xxxxxxx within the period ending at December 31, 1998. Without limiting the generality of the foregoing, with respect to the measure of Indemnifiable Damages, Xxxxx IDP, IDP Financial, Bynder and Xxxxxxx shall have the right to be put in the same financial position as he they would have been in had each of the representations, warranties and covenants of WMT been true and accurate or the same said parties had not breached any such covenants or had any of the events, claims or liabilities referred to in clauses (b) or (c) of this Section 8.11 not occurred or been made or incurred. Any dispute as to indemnification shall be resolved by arbitration in accordance with Section 8.8 hereofcovenants.