Common use of Indemnification Obligations of the Company Clause in Contracts

Indemnification Obligations of the Company. Notwithstanding the Closing, the Company covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to: (a) any inaccuracy in or breach of any of the Company’s representations and warranties in this Agreement; (b) any breach by the Company or any Seller Subsidiary of, or failure by the Company or Seller Subsidiary to comply with, any of covenants or obligations of the Company and Seller Subsidiaries under this Agreement (including post-closing covenants or obligations and including payment obligations in Section 5.10(g) and Section 7.5), the Transition Agreement or any of the Facility Use Agreements; (c) any Retained Liabilities or Excluded Asset (including any Retained Liability or any Excluded Asset that becomes a Liability of Purchaser under any bulk transfer Law, common law doctrine of de facto merger or successor liability or otherwise by operation of Law); (d) failure of any Products sold prior to Closing or included in Inventory at Closing to comply with the terms and requirements of any applicable warranty, Product data sheet or customer specification or other Contract in excess of the warranty reserve accrued in the Final Working Capital; or (e) the reasonable cost incurred by Purchaser to obtain replacement Contracts for each of the Seller Contracts listed on Schedule 8.1(e) which will not be assigned to Purchaser as part of the Purchased Assets.

Indemnification Obligations of the Company. Notwithstanding the Closing, the Company covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim but excluding unforseeable, speculative, special, indirect, consequential, exemplary and punitive damages (except to the extent a Purchaser Indemnitee pays any such damages to a Third Party) (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to: (a) any inaccuracy in or breach of any of the Company’s representations and warranties in this Agreement; (b) any breach by the Company or any Seller Subsidiary of, or failure by the Company or Seller Subsidiary to comply with, any of covenants or obligations of the Company and Seller Subsidiaries under this Agreement (including post-closing covenants or obligations and including payment obligations in Section 5.10(g) and Section 7.5), the Transition Agreement or any of the Facility Use AgreementsAgreement; (c) any Retained Liabilities or Excluded Asset (including any Retained Liability or any Excluded Asset that becomes a Liability of Purchaser under any bulk transfer Law, common law doctrine of de facto merger or successor liability or otherwise by operation of Law);; or (d) any penalties, fines or sanctions levied by any Governmental Authority with respect to the Xxxxxxxx Facility arising from or relating to the Xxxxxxxx Facility’s failure of any Products sold prior to Closing or included in Inventory at Closing to comply with applicable air permit Laws, including any compliance order or notice issued by any Governmental Authority with respect thereto, on or prior to the terms and requirements of any applicable warranty, Product data sheet or customer specification or other Contract in excess Closing Date as disclosed on Section 3.28 of the warranty reserve accrued in Disclosure Schedule; provided, that Purchaser shall be responsible for the Final Working Capital; or (e) the reasonable cost incurred by Purchaser to obtain replacement Contracts for each of the Seller Contracts listed on Schedule 8.1(e) which will not be assigned to Purchaser as part of the Purchased AssetsAir Permit Repair Costs.

Indemnification Obligations of the Company. Notwithstanding (a) From and after the ClosingClosing Date, subject to the applicable limitations set forth in this Article 7, the Company covenants and agrees to will indemnify, defend and hold Purchaser harmless the Buyer and each of its AffiliatesRepresentatives and Affiliates and each of their respective heirs, directors, managers, officers, employees, equityholdersexecutors; insurers, successors and assigns (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) harmless from from, against and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation respect of any claim (“Damages”) sustained and all Buyer Losses arising out of or incurred by any Purchaser Indemnitee arising from or related relating to: (ai) any breach or inaccuracy of any representation or warranty made by the Company in or this Agreement; , (ii) any breach of any of covenant, agreement or undertaking made by the Company’s representations and warranties Company in this Agreement; (biii) any breach by fraud, willful misconduct or intentional misrepresentation of the Company in connection with this Agreement; (iv) any damages to the Company relating to or arising out of the Company’s mislabeling or marketing of its Products under applicable Laws or otherwise prior to the Closing Date; (v) the incidence of any Seller Subsidiary ofliability for (A) any Tax of the Company with respect to any taxable period (or portion thereof) ending on or before the Closing Date, or (ii) any Tax of the Company resulting from or attributable to the consummation of the Transactions, in each case including, without limitation, any property Tax imposed by any local agency or the State of Delaware; and (vi) any Losses to the Company in connection with a Third Party Claim relating to or arising out of any employee misclassification under applicable Law prior to the Closing Date, including, without limitation, any failure by the Company to properly withhold or Seller Subsidiary pay employment Taxes in connection therewith prior to comply with, any of covenants or obligations of the Company and Seller Subsidiaries under this Agreement Closing Date. (including post-closing covenants or obligations and including payment obligations b) The Losses described in Section 5.10(g) and Section 7.57.1(a), as to which the Transition Agreement or any of Buyer Indemnified Parties are entitled to indemnification hereunder, are referred to herein as the Facility Use Agreements; (c) any Retained Liabilities or Excluded Asset (including any Retained Liability or any Excluded Asset that becomes a Liability of Purchaser under any bulk transfer Law, common law doctrine of de facto merger or successor liability or otherwise by operation of Law); (d) failure of any Products sold prior to Closing or included in Inventory at Closing to comply with the terms and requirements of any applicable warranty, Product data sheet or customer specification or other Contract in excess of the warranty reserve accrued in the Final Working Capital; or (e) the reasonable cost incurred by Purchaser to obtain replacement Contracts for each of the Seller Contracts listed on Schedule 8.1(e) which will not be assigned to Purchaser as part of the Purchased Assets“Buyer Losses.”

Indemnification Obligations of the Company. Notwithstanding the Closing, the Company covenants and agrees each of the Seller Subsidiaries, jointly and severally, covenant and agree to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholdersSubsidiaries, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to: (a) any inaccuracy in or breach of any of the Company’s representations and warranties in this Agreement; (b) any breach by the Company or any Seller Subsidiary of, or failure by the Company or and/or such Seller Subsidiary to comply with, any of covenants or obligations of the Company and and/or such Seller Subsidiaries Subsidiary under this Agreement Agreement, including any breach of Section 8.2 (including post-closing covenants or obligations and including payment obligations in Section 5.10(g) and Section 7.5Liability for Taxes), the Transition Agreement or any of the Facility Use Agreements; (c) any Indebtedness of any of the Purchased Business Subsidiaries to the extent not fully discharged at the Closing; (d) any Retained Liabilities or Excluded Asset Liability (including any Retained Liability or any Excluded Asset that becomes a Liability of any Purchaser Indemnitee under any bulk transfer Law, common law doctrine of de facto merger or successor liability or otherwise by operation of Law); (d) failure of any Products sold prior to Closing or included in Inventory at Closing to comply with the terms and requirements of any applicable warranty, Product data sheet or customer specification or other Contract in excess of the warranty reserve accrued in the Final Working Capital; or (e) the reasonable cost incurred by Purchaser to obtain replacement Contracts for each of the Seller Contracts listed other matters set forth on Schedule 8.1(e) which will not be assigned to Purchaser as part of the Purchased Assets9.1.

Indemnification Obligations of the Company. Notwithstanding the Closing, the Company covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to: (a) any inaccuracy in or breach of any of the Company’s representations and warranties in this Agreement; (b) any breach by the Company or any Seller Subsidiary of, or failure by the Company or Seller Subsidiary to comply with, any of covenants or obligations of the Company and Seller Subsidiaries under this Agreement (including post-closing covenants or obligations and including payment obligations in Section 5.10(g) and Section 7.5), the Transition Agreement or any of the Facility Use Agreements; (c) any Retained Liabilities or Excluded Asset (including any Retained Liability or any Excluded Asset that becomes a Liability of Purchaser under any bulk transfer Law, common law doctrine of de facto merger or successor liability or otherwise by operation of Law); (d) failure of any Products sold prior to Closing or included in Inventory at Closing to comply with the terms and requirements of any applicable warranty, Product data sheet or customer specification or other Contract in excess of the warranty reserve accrued in the Final Working Capital; or (e) the reasonable cost incurred by Purchaser to obtain replacement Contracts for each of the Seller Contracts listed on Schedule 8.1(e) which will not be assigned to Purchaser as part of the Purchased Assets.transfer

Indemnification Obligations of the Company. Notwithstanding Subject to the Closingother provisions of this Article X, the Company covenants and agrees to shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and its Affiliatesin respect of, directors, managers, officers, employees, equityholders, successors any and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all lossesclaims, liabilities, demandsobligations, claimsdamages, actions or causes of actionlosses, regulatorycosts, legislative or judicial proceedings or investigations, assessments, levies, finesexpenses, penalties, damagesfines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense arising out of or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related relating to: (a) any breach or inaccuracy in or breach of any of representation or warranty made by the Company’s representations and warranties Company in this AgreementAgreement or the Company Ancillary Documents; (b) any breach of any covenant, agreement or undertaking made by the Company in this Agreement; (c) the Closing Date Indebtedness, the Employee Liabilities, the Change of Control Payments, the Transaction Expenses, and the aggregate amount payable pursuant to the Company’s Employee Retention Plan, in each case to the extent not paid prior to the Closing Date or not paid pursuant to Section 3.7 of this Agreement; (d) any liability or obligation (x) for the unpaid Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations section 1.1502-6 (or any similar provision of state, local, or foreign law), (y) for the unpaid Taxes of any Person (other than the Company or any of its Subsidiaries) as a transferee or successor, by contract, or otherwise, which Taxes relate to an event or transaction occurring before the Closing and (z) for Taxes resulting from or relating to the transactions constituting the Bermuda Redomestication; (e) any liability or obligation related to severance payments for any Employment Agreement in effect prior to the Closing Date (or any commitment with respect thereto made by the Company prior to the Closing Date) to the extent not paid prior to the Closing Date, or not paid pursuant to Section 3.7 of this Agreement or not accrued for on the Final Closing Statement; (f) any liability or obligation related to the KRG Management Agreement to the extent not paid prior to the Closing Date or not paid pursuant to Section 3.7 of this Agreement; (g) any Viastar Liability, including any liability or obligation related to any claim made by (i) any party in the Viastar Matter or (ii) any holder of Company stock, options, or warrants placed in escrow in connection with the Viastar Matter, but excluding any such liabilities or obligations (w) which are paid prior to the Closing, (x) which are accrued (to the extent of such accrual) on the Final Closing Statement, (y) which are paid out of the Viastar Funding Amount, or (z) which constitute Viastar Costs or Viastar Liabilities which are deducted from Viastar Proceeds by the Company; and (h) any liability or obligation incurred by the Company or any Seller Subsidiary of, or failure by the Company or Seller Subsidiary of its Subsidiaries with respect to comply with, any of covenants or obligations of the Company and Seller Subsidiaries under this Agreement (including post-closing covenants or obligations and including payment obligations in Section 5.10(g) and Section 7.5), the Transition Agreement or any of the Facility Use Agreements; (c) any Retained Liabilities litigation listed in Schedule 4.12 or Excluded Asset (including any Retained Liability or any Excluded Asset that becomes a Liability of Purchaser under any bulk transfer LawSchedule 4.18 to the extent not accrued for on the Final Closing Statement. The claims, common law doctrine of de facto merger or successor liability or otherwise by operation of Law); (d) failure of any Products sold prior to Closing or included in Inventory at Closing to comply with the terms liabilities, obligations, losses, damages, costs, expenses, penalties, fines and requirements of any applicable warranty, Product data sheet or customer specification or other Contract in excess judgments of the warranty reserve accrued Purchaser Indemnified Parties described in this Section 10.1 as to which the Final Working Capital; or (e) the reasonable cost incurred by Purchaser Indemnified Parties are entitled to obtain replacement Contracts for each of the Seller Contracts listed on Schedule 8.1(e) which will not be assigned indemnification are collectively referred to as “Purchaser as part of the Purchased AssetsLosses”.

Indemnification Obligations of the Company. Notwithstanding Subject to the Closingprovisions of Section 9.5 below, the Company covenants and agrees to will indemnify, defend and hold harmless the Purchaser and its Affiliates, each of their respective officers, directors, managers, officers, employees, equityholdersagents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “"Purchaser Indemnitees”Indemnified Parties") harmless from from, against and against in respect of any and all lossesclaims, liabilities, demandsobligations, claimslosses, actions or causes of actioncosts, regulatory, legislative or judicial proceedings or investigations, assessments, levies, finesexpenses, penalties, damagesfines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ ' fees and expenses) incurred in connection with the defense arising out of or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related relating to: (a) any inaccuracy in liability or breach obligation of the Company of any of nature whatsoever, except the Company’s representations and warranties in this AgreementAssumed Liabilities; (b) any breach by events or circumstances occurring or existing with respect to the Company or any Seller Subsidiary ofownership, or failure by the Company or Seller Subsidiary to comply with, any of covenants or obligations operation and maintenance of the Company and Seller Subsidiaries under this Agreement (including post-closing covenants Assets on or obligations and including payment obligations in Section 5.10(g) and Section 7.5), prior to the Transition Agreement or any of the Facility Use Agreements; date hereof; (c) any Retained Liabilities material breach or Excluded Asset (including inaccuracy of any Retained Liability representation or any Excluded Asset that becomes a Liability of Purchaser under any bulk transfer Law, common law doctrine of de facto merger warranty made by the Company in this Agreement or successor liability or otherwise by operation of Law); in the Company Ancillary Documents; (d) failure any material breach of any Products sold prior to Closing covenant, agreement or included undertaking made by the Company in Inventory at Closing to comply with the terms and requirements of any applicable warranty, Product data sheet this Agreement or customer specification or other Contract in excess of the warranty reserve accrued in the Final Working CapitalCompany Ancillary Documents; or or (e) the reasonable cost incurred by Purchaser to obtain replacement Contracts for each any fraud, willful misconduct or bad faith of the Seller Contracts listed on Schedule 8.1(e) which will not be assigned to Purchaser as part Company in connection with this Agreement or the Company Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchased AssetsPurchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as the "Purchaser Losses."