Common use of Indemnification Obligations of the Members Clause in Contracts

Indemnification Obligations of the Members. Subject to the provisions of this Article IX, the Members shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, Legal Proceedings, Liabilities, obligations, damages, Losses, costs, expenses, penalties, fines and judgments (at equity or at Law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (but excluding punitive damages) arising out of or relating to: (a) any breach or inaccuracy of any representation or warranty made by the Company or any Member in this Agreement or the Member Ancillary Documents (for purposes of this Section 9.1(a), such representations and warranties shall be read without reference to materiality, Material Adverse Effect or similar monetary and non-monetary limitations or qualifications); (b) any breach of any covenant, agreement or undertaking made by the Company or any Member in this Agreement or the Member Ancillary Documents; (c) (i) claims made in current, pending or threatened Legal Proceedings against the Company or any Subsidiary, or the Company’s or any Subsidiaries’ employees, agents or representatives on or prior to the Closing or (ii) claims based on violations of Law as in effect on or prior to the Closing, breach of Contract, employment practices or health and safety matters, in each case arising out of the operations of the Company, or any act or omission of the Company or any Subsidiary, or the Company’s or any Subsidiaries’ employees, agents or representatives, prior to Closing; (d) any Company Benefit Plan in respect of or relating to any period ending on or prior to the Closing Date; (e) (i) for any Taxes of the Company or Subsidiary with respect to any Tax period or portion thereof ending on or before the Closing Date (or for any Tax period beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 7.6(b)) to the portion of such period beginning before and ending on the Closing Date), except to the extent such Taxes were reflected as a current Liability on the Final Working Capital Schedule and taken into account as an adjustment to the Purchase Price, and (ii) for the unpaid Taxes of any Person (other than the Company or its Subsidiaries) under Treasury Regulations section 1.1502-6 (or any similar provision of Law), and (iii) for the unpaid Taxes of any Person (other than the Company or its Subsidiaries) as a transferee or successor, by Contract, or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (f) (i) claims by any Member or other holder of Equity Securities of the Company against the Company existing as of the Closing Date or (ii) claims by any purported holder of Equity Securities relating to entitlement to payment of all or any portion of the Purchase Price under this Agreement; (g) any willful and intentional misrepresentation or fraud by the Company, any Member or any representative of the foregoing related to the Transactions; (h) any provision of any Environmental Law arising out of, or relating to, (i) any act or omission of the Company, any Subsidiary or any Member or their respective employees, agents or representatives on or prior to the Closing Date or (ii) the ownership, use, control or operation on or prior to the Closing Date of any real property, plant, facility, site, area or property used by the Company or any Subsidiary (whether currently or previously owned or leased by the Company or any Subsidiary), including arising from any Release of any Hazardous Material or off-site shipment of any Hazardous Material at, to, or from such real property, plant, facility, site, area or property; (i) the Closing Date Indebtedness or Transaction Expenses to the extent not paid on or prior to the Closing Date or not otherwise included in the computation of the Closing Payment; (j) the matters described on Schedule 9.1(j); and (k) the matters described on Schedule 9.1(k). The claims, Legal Proceedings, Liabilities, obligations, damages, Losses, costs, expenses, penalties, fines and judgments (at equity or at Law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) but excluding punitive damages) of the Purchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses.”

Indemnification Obligations of the Members. Subject to the provisions Each of this Article IX, the Members shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, of any and all demands, claims, Legal Proceedingssuits, Liabilitiesproceedings, actions, liabilities, obligations, damages, Losseslosses, costs, expenses, penalties, fines fines, judgments and judgments interest (at whether in equity or at Lawlaw, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (but excluding punitive damages) arising out of or relating to: (a) any breach or inaccuracy of any representation or warranty made by the Company or any Member Members in this Agreement or the Member Ancillary Documents (for purposes of this Section 9.1(a), and except for the reference to “Material Adverse Effect” set forth in clause (i) of the first sentence of Section 4.10 (Absence of Certain Changes), such representations and warranties shall be read without reference to “materiality”, “Material Adverse Effect Effect” or similar monetary and non-monetary limitations qualifications, and such representations and warranties shall be read without reference to “Knowledge” or similar qualifications); (b) any breach of any covenant, agreement or undertaking made by the Members and/or the Company or any Member in this Agreement or the Member Ancillary Documents; (c) (i) claims made in current, pending or threatened Legal Proceedings against the Company or any Subsidiary, or the Company’s or any Subsidiaries’ employees, agents or representatives on or prior to the Closing or (ii) claims based on violations of Law as in effect on or prior to the Closing, breach of Contractcontract, employment practices or health and health, safety or environmental matters, in each case arising out of or relating to events which shall have occurred, or services performed, or the operations operation of the Company, or any act or omission of the Company or any Subsidiary, or the Company’s or any Subsidiaries’ employees, agents or representatives, prior to the Closing; (d) any Company Benefit Plan in respect of or relating to any period ending on or prior to the Closing Date; (e) (i) for any Taxes of the Company or Subsidiary with respect to any Tax period or portion thereof ending on or before the Closing Date (or for any Tax period beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 7.6(b)) to the portion of such period beginning before and ending on the Closing Date), except to the extent such Taxes were reflected as a current Liability on the Final Working Capital Schedule and taken into account as an adjustment to the Purchase Price, and (ii) for the unpaid Taxes any failure of any Person (other than the Company or its Subsidiaries) under Treasury Regulations section 1.1502-6 (or to file any similar provision of Tax Return and pay any Tax in accordance with any applicable Law), and (iii) for any inaccuracy or omission in any Tax Return of the unpaid Taxes Company, or (vi) any failure of any Person (other than the Company to withhold any Taxes required to have been withheld and paid in connection with amounts paid or its Subsidiaries) as a transferee owing to any employee, independent contractor, creditor, member or successor, by Contract, or otherwise, which Taxes relate to an event or transaction occurring before the Closingother third party; (f) claims by the Members or other holder(s) of equity securities in the Company as a result of the transactions contemplated by this Agreement, other than any claims (i) claims by any Member or other holder of Equity Securities of the Company against the Company existing as of the Closing Date or (ii) claims by any purported holder of Equity Securities relating to entitlement the Purchaser’s failure to payment of all or pay any portion of the Purchase Price pursuant to this Agreement, (ii) against the Purchaser or any of its Affiliates (other than the Company) unrelated in any way to the Company, or (iii) against the Purchaser arising under this AgreementAgreement or any Purchaser Ancillary Document; (g) any willful and intentional misrepresentation the operations, actions or fraud by the Company, any Member or any representative omissions of the foregoing related Company prior to the Transactions; (h) any provision of any Environmental Law arising out ofClosing, or relating to, other than (i) any act or omission the obligations of the Company, Company under any Subsidiary contracts or any Member agreements to which the Company is a party or their respective employees, agents otherwise bound or representatives licenses related to or utilized in connection with the conduct of the Business (to the extent such obligations were not required to be performed on or prior to the Closing Date or Date), and (ii) current liabilities of the ownershipCompany of a type, use, control or operation on or prior to the Closing Date of any real propertyextent, plant, facility, site, area or property used by and in the Company or any Subsidiary (whether currently or previously owned or leased by amount that is reflected on the Company or any Subsidiary), including arising from any Release of any Hazardous Material or off-site shipment of any Hazardous Material at, to, or from such real property, plant, facility, site, area or propertyFinal Working Capital Schedule; (ih) the Closing Date Indebtedness or and Transaction Expenses to the extent not paid on or prior to the Closing Date or not otherwise included in reflected as a current liability on the computation of Final Working Capital Schedule; (i) any and all actions, obligations, costs, damages, losses, claims made or incurred prior to the Closing PaymentDate by any party against the Company or its Members; (j) any failure of the matters described Company (i) to own or possess any License that is necessary to enable it to carry on Schedule 9.1(j)its operations as presently conducted and as proposed to be conducted (“Necessary Licenses”) and maintain such Necessary License as valid, binding and in full force and effect at any time prior to and including the Closing Date; or (ii) to obtain consent from, or provide notice to, any Governmental Entity in connection with the execution, delivery and performance of this Agreement with respect to any Necessary License; and (k) any (i) adverse effect of the matters described execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby on Schedule 9.1(k)any Necessary License; or (ii) loss or expiration of any Necessary License that was pending or, to the Knowledge of the Members, threatened or reasonably foreseeable (other than expiration upon the end of any term) as of the Closing Date. The demands, claims, Legal Proceedingssuits, Liabilitiesproceedings, actions, liabilities, obligations, damages, Losses, losses costs, expenses, penalties, fines fines, judgments and judgments interest (at whether in equity or at Lawlaw, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) but excluding punitive damages) of the Purchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses.”

Indemnification Obligations of the Members. Subject to From and after the provisions of this Article IXClosing, the Seller and the Members shall, (as a group) jointly and severally, and the Members, severally but not jointly, shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claimsclaims (including for diminution in value), Legal Proceedings, Liabilitiesliabilities, obligations, damages, Losseslosses, costs, expenses, penalties, fines and judgments (at equity or at Lawlaw, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (but excluding punitive damages) arising out of or relating to: (a) any liability or obligation of the Seller or the Members of any nature whatsoever except the Assumed Liabilities; (b) events or circumstances occurring or existing with respect to the ownership, operation and maintenance of the Seller’s business and the Assets on or prior to the Closing Date, except the Assumed Liabilities; (c) any breach or inaccuracy of any representation or warranty made by the Company Seller or any Member the Members in this Agreement (other than in Article V) or the Member Seller Ancillary Documents Documents, whether such representation or warranty is made as of the date hereof or as of the Closing Date (for purposes of this Section 9.1(a11.1(c), each such representations representation and warranties warranty shall be read without reference to materiality, any materiality or Material Adverse Effect or similar monetary and non-monetary limitations or qualificationsqualifications contained therein); (bd) any breach of any covenant, agreement or undertaking made by the Company Seller or any Member the Members in this Agreement or the Member Seller Ancillary Documents; (c) (i) claims made in current, pending or threatened Legal Proceedings against the Company or any Subsidiary, or the Company’s or any Subsidiaries’ employees, agents or representatives on or prior to the Closing or (ii) claims based on violations of Law as in effect on or prior to the Closing, breach of Contract, employment practices or health and safety matters, in each case arising out of the operations of the Company, or any act or omission of the Company or any Subsidiary, or the Company’s or any Subsidiaries’ employees, agents or representatives, prior to Closing; (d) any Company Benefit Plan in respect of or relating to any period ending on or prior to the Closing Date;; or (e) (i) for any Taxes of the Company or Subsidiary with respect to any Tax period or portion thereof ending on or before the Closing Date (or for any Tax period beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 7.6(b)) to the portion of such period beginning before and ending on the Closing Date), except to the extent such Taxes were reflected as a current Liability on the Final Working Capital Schedule and taken into account as an adjustment to the Purchase Price, and (ii) for the unpaid Taxes of any Person (other than the Company or its Subsidiaries) under Treasury Regulations section 1.1502-6 (or any similar provision of Law), and (iii) for the unpaid Taxes of any Person (other than the Company or its Subsidiaries) as a transferee or successor, by Contract, or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (f) (i) claims by any Member or other holder of Equity Securities of the Company against the Company existing as of the Closing Date or (ii) claims by any purported holder of Equity Securities relating to entitlement to payment of all or any portion of the Purchase Price under this Agreement; (g) any willful and intentional misrepresentation or fraud by the Company, any Member or any representative of the foregoing related to the Transactions; (h) any provision of any Environmental Law and arising out of, or relating to, (i1) any act or omission of the Company, any Subsidiary Seller or any Member or their respective its employees, agents or representatives on or prior to the Closing Date or (ii2) the ownership, use, control or operation on or prior to the Closing Date of any real property, plant, facility, site, area or property used by in the Company or any Subsidiary Seller’s business (whether currently or previously owned or leased by the Company or any SubsidiarySeller), including arising from any Release of any Hazardous Material or off-site shipment of any Hazardous Material at, to, at or from such real property, plant, facility, site, area or property; property or (iii) the Closing Date Indebtedness mold or Transaction Expenses to the extent not paid any other environmental matter or condition arising on or prior to the Closing Date or not otherwise included in the computation of the Closing Payment; (j) the matters described on Schedule 9.1(j); and (k) the matters described on Schedule 9.1(k)Date. The claims, Legal Proceedings, Liabilitiesliabilities, obligations, losses, damages, Losses, costs, expenses, penalties, fines and judgments (at equity or at Law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) but excluding punitive damages) of the Purchaser Indemnified Parties described in this Section 9.1 11.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses”.”