Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, 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 (in each case without giving effect to any qualification as to materiality contained in this Agreement):
(i) the inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein or in any certificate delivered by any Shareholder or the Shareholders' Representative 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 Shareholders or Company contained in this Agreement, excluding the covenants set forth in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IX;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); and
(iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any ...
Indemnification Generally; Etc. From and after the Closing Date:
Indemnification Generally; Etc. By the Shareholder Group in Favor of the Buyer Group 37 (b) By the Shareholders in Favor of the Buyer Group 38 (c) By Parent, Buyer and Acquisition Sub in Favor of the Shareholders.................................. 38 8.2. Limitations on Indemnification 39 (a) Indemnity Baskets for the Shareholder Group 39 (b) Indemnity Limitations for the Shareholder Group 39 (c) Indemnity Baskets for the Buyer Group 39 8.3. Assertion of Claims; Payment of Claims; Forfeiture of Preferred Stock............................................... 40 8.4. Notice and Defense of Third Party Claims 41 8.5. Survival of Representations and Warranties 42 8.6. No Third Party Reliance 43 8.7. Remedies Exclusive 43 SECTION 9. ADDITIONAL AGREEMENTS 43 9.1. Expenses 43 9.2. Disclosure of Information; Noncompetition 44 9.3. Use of Name 44 9.4. Relationships with Vendors and Customers 45 9.5. Termination of Affiliate Transactions 45 SECTION 10. [INTENTIONALLY OMITTED] 45 SECTION 11. MISCELLANEOUS PROVISIONS 45 11.1. Amendment 45 11.2. Extension; Waiver 45 11.3. Entire Agreement 46 11.4. Severability 46 11.5. No Third Party Beneficiaries; Successors and Assigns 46 11.6. Headings 46 11.7. Notices 46 11.8. Counterparts 48 11.9. Governing Law 48 11.10. Incorporation of Exhibits and Schedules 48 11.11. Construction 48 11.12. Remedies 48 11.13. Waiver of Jury Trial 48 11.14. Independence of Covenants and Representations and Warranties 48 11.15. Parent Guaranty 49 SCHEDULES AND EXHIBITS Schedule I - Shareholders and Capitalization of the Company Schedule II - Capitalization of Parent Schedule III - Exhibits to SEC Documents Annex I - Definitions Exhibit A - Certificate of Merger Exhibit B - Restated Certificate of Incorporation Exhibit C - Shareholder Materials Exhibit D - Encore Supply Agreement Exhibit E - WJR Employment and Noncompete Agreement Exhibit F - DCR Employment and Noncompete Agreement Exhibit G - Amended License Agreement Exhibit H - Opinion of Counsel to the Company, the Subsidiaries and the Designated Shareholders Exhibit I - Form of Invention Assignment Agreement Exhibit J - Form of Joinder Agreement Exhibit K - Certificate of Designation Exhibit L - Form of Warrant Exhibit M - Opinion of Counsel to Parent, Buyer and Acquisition Sub Exhibit N - Stock Forfeiture Agreement AGREEMENT AND PLAN OF REORGANIZATION dated as of August 29, 1997, among BPC HOLDING CORPORATION, a Delaware corporation ("Parent"), BERRY PLASTICS CORPORATION, a Delaware corporation and wholly-owned subsidiary of P...
Indemnification Generally; Etc. 31 8.2 Assertion of Claims............................................32 8.3 Notice and Defense of Third Party Claims.......................32 8.4 Survival of Representations and Warranties.....................33 8.5
Indemnification Generally; Etc. (a) Subject to the further provisions of this ARTICLE X, the Seller shall --------- 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 any Company or the Seller contained herein or any certificate delivered by any Company or the Seller 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 any Company or the Seller contained in this Agreement and
(iii) any and all Special Tax Losses.
(b) Subject to the further terms of this ARTICLE X, the Purchaser agrees to --------- indemnify the Seller Indemnified Persons for, and hold each of them harmless from and against, any and all Seller Losses arising from or in connection with any of the following:
(i) the untruth, 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) and
(ii) the breach of any agreement or covenant of the Purchaser contained in this Agreement.
Indemnification Generally; Etc. (i) Subject to the further terms of this Section 15, the XXXXXX INDEMNIFYING PERSONS shall indemnify the ATRICURE INDEMNIFIED PERSONS for, and hold each of them harmless from and against, any and all ATRICURE LOSSES arising from or in connection with any of the following:
(A) the untruth, inaccuracy or breach of any representation or warranty of Xxxxxx contained in Section 13;
(B) the breach of any agreement or covenant of Xxxxxx contained in this Agreement (including the Schedules and the Exhibits attached hereto); and
(C) the EXCLUDED LIABILITIES.
(ii) Subject to the further terms of this Section 15, the ATRICURE INDEMNIFYING PERSONS shall indemnify the XXXXXX INDEMNIFIED PERSONS for, and hold each of them harmless from and against, any and all XXXXXX LOSSES arising from or in connection with any of the following:
(A) the untruth, inaccuracy or breach of any representation or warranty of AtriCure contained in Section 14;
(B) the breach of any agreement or covenant of AtriCure contained in this Agreement (including the Schedules and the Exhibits attached hereto);
(C) any and all ASSUMED LIABILITIES; and
(D) all LIABILITIES (contingent or otherwise and including LIABILITY for response costs, personal injury, property damage or natural resource damage), which arise out of the manufacture, sale or promotion of the PRODUCTS by AtriCure after the Closing date that are not Excluded Liabilities.
Indemnification Generally; Etc. 46 8.2 Assertion of Claims............................................................................................47 8.3 Notice and Defense of Third Party Claims.......................................................................48 8.4 Environmental Indemnification Procedures.......................................................................49 8.5 Survival of Representations and Warranties.....................................................................53 8.6
Indemnification Generally; Etc. By the Seller Group in Favor of the Buyer Group 35 (b) By Each Shareholder in Favor of the Buyer Group 36
Indemnification Generally; Etc. (a) The Seller Indemnifying Persons, jointly and severally, shall 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 any Seller contained in SECTION 5, or in the Schedules, any Exhibit hereto or any certificate delivered in connection herewith on or before the Closing Date (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of any Seller contained in this Agreement (including the Schedules and the Exhibits attached hereto);
(iii) the Excluded Assets;
(iv) the Excluded Liabilities;
Indemnification Generally; Etc. 48 --- ------------------------------- 9.2 Assertion of Claims...................................................................................50 --- ------------------- 9.3 Notice and Defense of Claims..........................................................................50 --- ---------------------------- 9.4 Survival of Representations and Warranties............................................................51 --- ------------------------------------------ 9.5 Limitations on Indemnification........................................................................52 --- ------------------------------ 9.6 Definitions...........................................................................................52 --- ----------- 9.7 Payments from Escrow Fund.............................................................................53 --- -------------------------