Indemnification Generally; Etc Sample Clauses

Indemnification Generally; Etc. (a) Subject to the further terms of this Article X, the Seller Indemnifying Persons shall jointly and severally (with the right to seek contribution (including without limitation attorneys fees and legal costs) from the other Seller Indemnifying Persons in accordance with their respective Proportionate Percentages) indemnify the Parent Indemnified Persons for, and hold them harmless from and against, any and all Parent Losses arising from or in connection with any of the following: (i) the untruth, inaccuracy or breach of any representation or warranty of the Company and/or any Indemnifying Seller contained in Article III or in any certificate delivered by the Company, the Sellers' Representative or any Seller delivered in connection herewith at or before the Effective Time (or any facts or circumstances constituting any such untruth, inaccuracy or breach); or (ii) the breach of any agreement or covenant of the Company contained in this Agreement or the Escrow Agreement; or (iii) any claim against any Parent Indemnified Person by any of the Sellers (other than the Indemnifying Sellers) regarding the action or inaction of the Indemnifying Sellers in connection with the approval of the Merger by the Indemnifying Sellers or asserting any rights as a shareholder or former shareholder of the Company or the Surviving Corporation (other than the rights expressly provided in this Agreement); or (iv) the failure of the Company to obtain a permit to do business in the City of San Francisco; or (v) the failure of the Company to pay on a timely basis wages and salaries due to its employees and consultants; or (vi) the failure of the Company to obtain workers' compensation insurance; or (vii) any Pre-Closing Taxes. (b) Subject to the further terms of this Article X, the Seller Indemnifying Persons agree, severally only, to indemnify the Parent Indemnified Persons for, and hold them harmless from and against, any and all Parent Losses arising from or in connection with any of the following: (i) the untruth, inaccuracy or breach of any representation or warranty of such Indemnifying Seller contained in Article IV ; or (ii) the breach of any agreement or covenant of such Indemnifying Seller contained in this Agreement or the Escrow Agreement. (c) The Seller Indemnifying Persons shall not be required to indemnify the Parent Indemnified Persons, and shall not have any liability: (i) under Section 10.1(a)(i) or (ii) unless the aggregate amount of all Parent Losses for which ...

Indemnification Generally; Etc. From and after the Closing Date:

Indemnification Generally; Etc. 49 8.2 Assertion of Claims............................................... 52 8.3 Notice and Defense of Third-party Claims.......................... 52 8.4 Survival of Representations and Warranties........................ 53

Indemnification Generally; Etc. By the Shareholder Group in Favor of the Buyer Group 36 (b) By Each Shareholder in Favor of the Buyer Group 38 (c) By Parent and Acquisition Sub in Favor of the Company and the Shareholders.................................. 38 9.2. Limitations on Indemnification 38 (a) Indemnity Baskets for the Shareholders 38 (b) Indemnity Limitations for the Shareholders 39 (c) Indemnity Baskets for the Buyer Group 39 (d) Indemnity Limitations for the Buyer Group 39 9.3. Assertion of Claims 39 9.4. Notice and Defense of Third Party Claims 40 9.5. Survival of Representations and Warranties 41 9.6. No Third Party Reliance 41 9.7. Remedies Exclusive 41 SECTION 10. ADDITIONAL AGREEMENTS 41 10.1. Expenses 41 10.2. Disclosure of Information; Noncompetition 42 10.3. Use of Name 43 10.4. Relationships with Vendors and Customers 43 10.5. Termination of Affiliate Transactions 43 10.6. Amendment and Termination of ESOP 44 10.7. 401(k) Plan Participation 44 10.8. Accrual of Closing Bonus Payments 44 10.9. ESOP Loan Interest Payments 44 10.10. Dissolution of Pakka Plastics S.A. de C.V. 44 10.11. Disclosure Covenant of the Company and the Indemnifying Shareholders.................................. 45 10.12. Transfer of Life Insurance Policy 45 SECTION 11. TERMINATION; EFFECT OF TERMINATION 46 11.1. Termination 46 11.2. Effect of Xxxxxxxxxxx 00 XXXXXXX 00. MISCELLANEOUS PROVISIONS 47 12.1. Amendment 47 12.2. Extension; Waiver 47 12.3. Entire Agreement 47 12.4. Severability 47 12.5. No Third-Party Beneficiaries; Successors and Assigns 48 12.6. Headings 48 12.7. Notices 48 12.8. Counterparts 50 12.9. Governing Law 50 12.10. Jurisdiction; Venue 50 12.11. Incorporation of Exhibits and Schedules 50 12.12. Construction 50 12.13. Remedies 50 12.14. Waiver of Jury Trial 50 SCHEDULES AND EXHIBITS Annex I - Definitions Schedule I - Shareholders; Capitalization Schedule II - Assets To Be Transferred Exhibit A - Form of Certificate of Merger Exhibit B - Form of Amended and Restated Articles of Incorporation of the Company Exhibit C - Form of Employment Agreement Exhibit D - Form of Noncompetition and Consulting Agreement AGREEMENT AND PLAN OF REORGANIZATION dated as of January 14, 1997, among XXXXX PLASTICS CORPORATION, a Delaware corporation ("Parent"), PACKERWARE ACQUISITION CORPORATION, a Kansas corporation and wholly- owned subsidiary of Parent ("Acquisition Sub"), PACKERWARE CORPORATION, a Kansas corporation (the "Company"), and THE SHAREHOLDERS OF THE COMPANY NAMED ON SCHEDULE I attached her...

Indemnification Generally; Etc. (a) Subject to the further terms of this Section 9, the Seller agrees to indemnify the Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following: (i) the inaccuracy or breach of any representation or warranty of the Seller contained herein or in any certificate delivered by the Seller relating thereto delivered in connection herewith; and (ii) the breach of any agreement or covenant of the Seller or Company contained in this Agreement. (b) Subject to the further terms of this Section 9, the Purchaser agrees to indemnify the Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from or in connection with any of the following: (i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by the Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); (ii) the breach of any agreement or covenant of the Purchaser contained in this Agreement; and (iii) Liabilities of the Company (except for any such Liabilities for which the Purchaser is entitled to indemnification hereunder).

Indemnification Generally; Etc. (a) Subject to the further provisions of this ARTICLE IX, each of the ---------- Sellers shall severally, and not jointly, indemnify the Purchaser Indemnified Persons for, and hold each of them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following: (i) the untruth, inaccuracy or breach of any representation or warranty of either of the Sellers contained herein (other than ARTICLE IV) ---------- or any certificate delivered by any of the Companies or any of the Sellers in connection herewith at the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); (ii) the breach of any agreement or covenant of any of the Companies contained in this Agreement Subject to the further provisions of this Article IX, the Sellers shall jointly and severally indemnify the Purchaser Indemnified Persons for, and hold each of them harmless from and against, any and all Purchaser Losses arising from or in connection with (A) any and all Special Tax Losses and (B) any and all Losses arising from or in connection with the letter dated January 19, 1990, between the Subsidiary and Xxxxxx Xxxxxxx regarding payments due Xxxxxxx upon or following a change in control. Anything contained herein to the contrary notwithstanding, each Seller shall only be liable for 50% of the sum of all Losses incurred by the Purchaser Indemnified Persons for which indemnification is payable by the Seller Indemnifying Persons pursuant to clause (i) of the first sentence of this SECTION 9.1(A). -------------- (b) Subject to the further terms of this ARTICLE IX, each of the Sellers ---------- shall severally, and not jointly, indemnify the Purchaser Indemnified Persons for, and hold each of them harmless from and against, any and all Purchaser Losses, arising from or in connection with any of the following: (i) the untruth, inaccuracy or breach of any representation or warranty of such Seller contained in ARTICLE IV hereof or in any ---------- certificate delivered by such Seller relating thereto delivered in connection herewith at the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and (ii) the breach of any agreement or covenant of such Seller contained in this Agreement. (c) Subject to the further terms of this ARTICLE IX, the Purchaser shall ---------- indemnify the Seller Indemnified Persons for, and hold each of them harmless from and against, any and all Seller Lo...

Indemnification Generally; Etc. (a) The Seller Indemnifying Persons shall indemnify, defend, and hold harmless the Purchaser Indemnified Persons from, against and in respect of any and all claims, Liabilities, losses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law), and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of, relating to or in connection with: (i) the untruth, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement or in any Related Document to which the Seller is a party (or any facts or circumstances constituting any such untruth, inaccuracy or breach); (ii) the breach of any agreement or covenant of the Seller contained in this Agreement or in any Related Document to which the Seller is a party; (iii) the Excluded Liabilities; (iv) any sales, value added, excise or other Taxes payable in connection with sales of the Products and the operation of the Business on or prior to the Closing Date; and (v) all claims, damages, liabilities, losses and expenses, including reasonable attorneys’ fees, that arise out of negligent business and operational decisions made by Seller; (b) Acquiror shall indemnify, defend, and hold harmless the Seller Indemnified Persons from, against and in respect of any and all claims, Liabilities, losses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law), and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (arising out of, relating to or in connection with: (i) the untruth, inaccuracy or breach of any representation or warranty of the Acquiror in this Agreement, or in any Related Document to which the Acquiror is a party (or any facts or circumstances constituting any such untruth, inaccuracy or breach); (ii) the breach of any agreement or covenant of the Acquiror contained in this Agreement or in any Related Document to which the Acquiror is a party; and (iii) the Assumed Liabilities.

Indemnification Generally; Etc. From and after the Closing Date: (a) By the Shareholders in Favor of the Buyer Group. Each Shareholder severally agrees to indemnify and hold harmless the Buyer Group for any and all Losses they may suffer, sustain or incur as a result of: (i) the inaccuracy or breach of any representation or warranty of such Shareholder contained in Article IV of this Agreement; provided, however, that for the purposes of this Section 10.2(a)(i) the terms "material" and "Material Adverse Effect" shall be disregarded in determining the inaccuracy or breach of any representation or warranty contained in this Agreement; or (ii) the breach of any agreement or covenant of such Shareholder contained in this Agreement.

Indemnification Generally; Etc. From and after the Closing Date: (a) By the Responsible Shareholders in Favor of the Company. Each of the Responsible Shareholders hereby agrees severally but not jointly to indemnify and hold harmless the Company for any and all Losses it may suffer, sustain or incur as a result of: (i) the untruth, inaccuracy or breach of any representation or warranty of such Responsible Shareholder contained in Article V of this Agreement, any Related Document, any Schedule or Exhibit thereto or any certificate delivered in connection therewith at or before the Closing; and (ii) the breach of any agreement or covenant of such Responsible Shareholder contained in this Agreement or any Related Document.

Indemnification Generally; Etc. From and after the Closing Date: (a) By the Shareholders. Each of the Shareholders hereby agrees to indemnify and hold harmless the Parent, its Affiliates and their respective successors, assigns, officers, directors, shareholders, partners, and employees (collectively, the "Parent Group") against any and all Losses they may suffer, sustain or incur as a result of: (i) the untruth, inaccuracy or breach of any representation or warranty of any Shareholder or the Company contained in this Agreement (other than Article IV), any Related Document, any schedule, exhibit or attachment hereto or thereto or any certificate delivered in connection therewith at or before the Closing; (ii) the breach of any agreement or covenant of any Shareholder or the Company contained in this Agreement or any Related Document (it being understood, for purposes of clarification, that none of the representations and warranties set forth in Article III or Article IV hereof shall be deemed to be a covenant or agreement for the purposes of this Section 8.1 (a)(ii)); (iii) any Liability asserted against the Company or the Parent Group in respect of the Asset Disposition (including, without limitation, any Liability to be assumed by the purchaser thereunder, and any cost, expense or loss related thereto); (iv) any portion of the W.