Common use of Indemnification Obligations of Sellers Clause in Contracts

Indemnification Obligations of Sellers. CQ and CQ UK will, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages (at equity or law), whenever arising or incurred (including reasonable attorneys’ fees and expenses) arising out of or relating to: (a) the Excluded Liabilities, including without limitation, any liability of any Seller for fees or expenses of brokers, finders or agents, or any other fees or expenses incurred in connection with the transactions contemplated hereby; (b) any breach or inaccuracy of any representation or warranty made by any Seller in Section 5.1, Section 5.4 and/or Section 5.5 or in the CQ Closing Certificate, CQ UK Closing Certificate or Sellers Closing Certificate (in each case, without regard to any qualification or limitation with respect to any threshold dollar amount in Sections 5.5(c) and 5.5(g) or with respect to “materiality,” whether by reference to “in an material respect,” “Material Adverse Effect” or any other use of “material”); (c) any breach of any covenant, agreement or undertaking made by Sellers in this Agreement, the Xxxx of Sale, the Assignment and Assumption Agreement or the Sellers Closing Certificate; (d) any obligations or liabilities arising prior to the Closing Date, as a result of the operations and activities of the Business of Sellers (or any of their Affiliates) prior to the Closing Date; (e) any claims made by stockholders of CQ alleging a breach of fiduciary responsibility or similar claim arising out of the transactions contemplated by this Agreement and Third Party Actions (as defined below) by creditors asserting a fraudulent conveyance or an improper or unlawful transfer of assets to Buyer, including, without limitation, any cause of action brought pursuant to Fla. Stat. Ch. 726.101 et seq., Md. Comm. Law §15-201 et seq. and 11 U.S.C. 548, upon the expiration of the applicable statute of limitations which shall include any applicable discovery periods; and (f) the Identified Patent Infringement Claim, irrespective of whether or not Buyer Losses arising from the Identified Patent Infringement Claim are attributable to the operation of the Business of Sellers by Seller prior to the Closing Date or to the operation of such Business by Buyer after the Closing Date; provided, however, that all liabilities of Sellers to the Buyer Indemnified Parties relating to, resulting from ,or arising out of the Indemnified Patent Infringement Claim shall only accrue up to an including the third (3rd) anniversary of the Closing Date. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages of the Buyer Indemnified Parties described in this Section 9.1 as to which the Buyer Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as “Buyer Losses.” Except in the case of Section 9.1(f) above, “Buyer Losses” shall not include any liability relating to, resulting from or arising out of Buyer’s knowing infringement of Intellectual Property after the Closing.

Indemnification Obligations of Sellers. CQ From and CQ UK willafter the Closing, Sellers, jointly and severally, indemnifyshall reimburse, defend indemnify and hold harmless Purchaser and Purchaser Ohio Affiliate and all of the Buyer Affiliates, members, managers, shareholders, directors, officers, employees, agents, representatives, successors and assigns of Purchaser and Purchaser Ohio Affiliate (each, an “Indemnified Parties from, Purchaser Party”) against and in respect of any and all claimsdamages, losses, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments costs and damages (at equity or law), whenever arising or incurred expenses (including reasonable attorneys’ fees and expensesfees) arising incurred or suffered (hereinafter, “Losses”) by any Indemnified Purchaser Party that result from, relate to or arise out of or relating toof: (a) the Excluded Liabilities, including without limitation, any liability of any Seller for fees or expenses of brokers, finders or agents, or any other fees or expenses incurred in connection with the transactions contemplated hereby; (b) any breach or inaccuracy non-fulfillment of any representation agreement or warranty made by covenant of Sellers in this Agreement or any Seller in Section 5.1, Section 5.4 and/or Section 5.5 or in the CQ Closing Certificate, CQ UK Closing Certificate or Sellers Closing Certificate (in each case, without regard to any qualification or limitation with respect to any threshold dollar amount in Sections 5.5(c) and 5.5(g) or with respect to “materiality,” whether by reference to “in an material respect,” “Material Adverse Effect” or any other use of “material”)Document; (c) any breach Sellers’ operation of any covenantthe Business and/or ownership of the Purchased Assets prior to the Closing, agreement or undertaking made by Sellers in this Agreement, other than the Xxxx of Sale, the Assignment and Assumption Agreement or the Sellers Closing CertificateAssumed Liabilities; (d) any obligations breach of any representation or liabilities arising warranty on the part of Sellers under this Agreement, or any misrepresentation in or omission from any Disclosure SCHEDULE, certificate, statement, document or instrument furnished to Purchaser, Purchaser Ohio Affiliate, Worthington Warehouse and/or WS Michigan pursuant to this Agreement; or (e) any Taxes of CPI relating to any Tax period (or portion thereof) ending on or prior to the Closing Date; and any and all actions, as a result of the operations suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and activities of the Business of Sellers other expenses (or any of their Affiliates) prior to the Closing Date; (e) any claims made by stockholders of CQ alleging a breach of fiduciary responsibility or similar claim arising out of the transactions contemplated by this Agreement and Third Party Actions (as defined below) by creditors asserting a fraudulent conveyance or an improper or unlawful transfer of assets to Buyer, including, without limitation, reasonable attorneys’ fees and expenses) incident to any cause of action brought pursuant to Fla. Stat. Ch. 726.101 et seq., Md. Comm. Law §15-201 et seq. and 11 U.S.C. 548, upon the expiration of the applicable statute of limitations which shall include any applicable discovery periods; and (f) the Identified Patent Infringement Claim, irrespective of whether or not Buyer Losses arising from the Identified Patent Infringement Claim are attributable to the operation of the Business of Sellers by Seller prior to the Closing Date foregoing or to the operation enforcement of such Business by Buyer after the Closing Datethis Section 6.1; provided, however, that: (i) notwithstanding anything to the contrary contained in the foregoing provisions of this Section 6.1, the term “Losses” shall not be deemed or construed to include any payments which may be made by Purchaser to Sellers with respect to Cleveland/Buffalo Receivables, if any, which remain uncollected at the end of the one hundred twenty (120) day period following the Closing Date as required by the Transition Agreements; and provided further that none of the Sellers shall have any liability with respect to the matters described in Section 6.1(d) until the total of all liabilities Losses incurred or suffered by the Indemnified Purchaser Parties with respect to such matters exceeds $400,000 (the “Basket Amount”), at which point Sellers shall be obligated to indemnify the Indemnified Purchaser Parties for all such Losses incurred or suffered by the Indemnified Purchaser Parties to the extent that such Losses exceed the Basket Amount, and (ii) the maximum liability of Sellers to under this Section 6.1 shall not exceed $7,500,000 (the Buyer Indemnified Parties relating to“Cap”); further, resulting from ,provided, however, that if a representation or warranty of the Sellers which has been qualified by materiality or a Material Adverse Effect has been breached after taking into effect such qualifications, such qualifications shall be disregarded and not taken into account for purposes of calculating the amount of Purchaser’s and Purchaser Ohio Affiliate’s Losses arising out of the Indemnified Patent Infringement Claim shall only accrue up breach of such representation or warranty, and the foregoing provisions relating to an including the third (3rd) anniversary of Basket Amount and the Closing Date. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages of the Buyer Indemnified Parties described in this Section 9.1 as to which the Buyer Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as “Buyer Losses.” Except in the case of Section 9.1(f) above, “Buyer Losses” Cap shall not include apply to any liability claim relating toto Section 3.1.2, resulting from Section 3.1.13 or arising out of Buyer’s knowing infringement of Intellectual Property after the ClosingSection 3.1.23, any claim relating to Taxes or any claim involving fraud or intentional misrepresentation.

Indemnification Obligations of Sellers. CQ From and CQ UK willafter the Closing Date, -------------------------------------- Sellers shall, jointly and severally, indemnify, defend indemnify and hold harmless the Buyer Indemnified Parties fromBuyer, and its successors and assigns, from and against and in respect of any and all claimsProceedings, liabilitiesJudgments, obligationsObligations, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses (including, but not limited to, reasonable attorneys' fees, investigation expenses, court costs, expenses, interest and penalties, fines, judgments and damages (at equity or law), whenever arising or incurred (including reasonable attorneys’ fees and expenses) arising out of or relating toin connection with, or caused by, directly or indirectly, any or all of the following: (a) the Excluded LiabilitiesAny misrepresentation, including without limitation, any liability breach or failure of any Seller for fees warranty or expenses of brokers, finders representation made by AEMI or agents, or any other fees or expenses incurred Sellers in connection with the transactions contemplated hereby;this Agreement. (b) any breach Any failure or inaccuracy of any representation or warranty made refusal by any Seller in Section 5.1, Section 5.4 and/or Section 5.5 or in the CQ Closing Certificate, CQ UK Closing Certificate AEMI or Sellers Closing Certificate (in each caseto satisfy or perform any covenant, without regard term or condition of this Agreement required to any qualification be satisfied or limitation with respect to any threshold dollar amount in Sections 5.5(c) and 5.5(g) or with respect to “materiality,” whether performed by reference to “in an material respect,” “Material Adverse Effect” or any other use of “material”);them. (c) Any Obligation of AEMI for any breach Tax, including, but not limited to, (i) any tax payable by AEMI, with respect to AEMI's business operations except to the extent that any accruals or reserves therefor shall be clearly reflected on AEMI's March 31, 1996 balance sheet for the period ending March 31, 1996 described in Section 4.6 ("March 31, 1996 Balance Sheet"), (ii) any Tax payable by AEMI with respect to the ownership, possession, purchase, lease, sale, disposition or use of any covenantof AEMI's Assets at any time before the Effective Date except to the extent that any accruals or reserves therefor shall be clearly reflected on the March 31, agreement 1996 Balance Sheet, and (iii) any tax resulting from the sale of AEMI's Stock to Buyer and the other transactions contemplated hereby. Any obligation of AEMI for any Tax shall be subject to indemnification under this Section 12.1 notwithstanding that the same may be assessed against or undertaking made by Sellers in this Agreement, the Xxxx of Sale, the Assignment and Assumption Agreement or the Sellers Closing Certificate;imposed upon Buyer. (d) Any Proceeding against Buyer by or on behalf of any obligations or liabilities arising prior to the Closing Date, as a result employee of the operations and activities of the Business of Sellers (or any of their Affiliates) prior to the Closing Date;AEMI who is not hired by Buyer. (e) Any Proceeding against Buyer by any claims made by stockholders of CQ alleging a breach of fiduciary responsibility Person based on any act or similar claim arising out of the transactions contemplated by this Agreement and Third Party Actions (as defined below) by creditors asserting a fraudulent conveyance or an improper or unlawful transfer of assets to Buyer, including, without limitation, any cause of action brought pursuant to Fla. Stat. Ch. 726.101 et seq., Md. Comm. Law §15-201 et seq. and 11 U.S.C. 548, upon the expiration of the applicable statute of limitations which shall include any applicable discovery periods; and (f) the Identified Patent Infringement Claim, irrespective of whether or not Buyer Losses arising from the Identified Patent Infringement Claim are attributable to the operation of the Business of Sellers by Seller omission occurring prior to the Closing Date relating to or to the arising in connection with AEMI's operation of such Business the Business. (f) Any Proceeding against Buyer by Buyer after the Closing Date; provided, however, that all liabilities a shareholder of Sellers to the Buyer Indemnified Parties relating to, resulting from ,or Anechoic arising out of the Indemnified Patent Infringement Claim shall only accrue up a failure of Anechoic, its officers or directors, to an including the third (3rd) anniversary of the Closing Date. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages of the Buyer Indemnified Parties described in this Section 9.1 as discharge duties or obligations owed to which the Buyer Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as “Buyer Lossessuch shareholder.” Except in the case of Section 9.1(f) above, “Buyer Losses” shall not include any liability relating to, resulting from or arising out of Buyer’s knowing infringement of Intellectual Property after the Closing.

Indemnification Obligations of Sellers. (a) CQ and CQ UK will, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages (at equity or law), whenever arising or incurred (including reasonable attorneys’ fees and expenses) arising out of or relating to: (ai) the Excluded Liabilities, including without limitation, any liability of any Seller for fees or expenses of brokers, finders or agents, or any other fees or expenses incurred in connection with the transactions contemplated hereby; (bii) any breach or inaccuracy of any representation or warranty made by any Seller in Section 5.1, Section 5.4 and/or Section 5.5 or in the CQ Closing Certificate, CQ UK Closing Certificate or Sellers Closing Certificate (in each case, without regard to any qualification or limitation with respect to any threshold dollar amount in Sections 5.5(c) and 5.5(g) or with respect to “materiality,” whether by reference to “in an material respect,” “Material Adverse Effect” or any other use of “material”); (ciii) any breach of any covenant, agreement or undertaking made by Sellers in this Agreement, the Xxxx of Sale, the Assignment and Assumption Agreement or the Sellers Closing Certificate; (div) any obligations or liabilities arising prior to the Closing Date, as a result of the operations and activities of the Business of Sellers (or any of their Affiliates) prior to the Closing Date;; and (ev) any claims made by stockholders of CQ alleging a breach of fiduciary responsibility or similar claim arising out of the transactions contemplated by this Agreement and Third Party Actions (as defined below) by creditors asserting a fraudulent conveyance or an improper or unlawful transfer of assets to Buyer, including, without limitation, any cause of action brought pursuant to Fla. Stat. Ch. 726.101 et seq., Md. Comm. Law §15-201 et seq. and 11 U.S.C. 548, upon the expiration of the applicable statute of limitations which shall include any applicable discovery periods; and (f) the Identified Patent Infringement Claim, irrespective of whether or not Buyer Losses arising from the Identified Patent Infringement Claim are attributable to the operation of the Business of Sellers by Seller prior to the Closing Date or to the operation of such Business by Buyer after the Closing Date; provided, however, that all liabilities of Sellers to the Buyer Indemnified Parties relating to, resulting from ,or arising out of the Indemnified Patent Infringement Claim shall only accrue up to an including the third (3rd) anniversary of the Closing Date. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages of the Buyer Indemnified Parties described in this Section 9.1 as to which the Buyer Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as “Buyer Losses.” Except in the case of Section 9.1(f) above, “Buyer Losses” shall not include any liability relating to, resulting from or arising out of Buyer’s knowing infringement of Intellectual Property after the Closing.collectively