Common use of Indemnification of Buyer Indemnified Parties Clause in Contracts

Indemnification of Buyer Indemnified Parties. In addition to Buyer’s rights under the Seller Side Letter, from and after the Closing Date Seller shall indemnify, defend and hold harmless Buyer and its respective directors, officers, employees, representatives, successor and assigns (collectively, “Buyer Indemnified Parties”) in respect of, and Buyer Indemnified Parties shall be entitled to payment and reimbursement from Seller of the amount of, all Losses suffered, incurred or paid by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by Seller of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date) or by any Company of any covenant, agreement or obligation in this Agreement to be performed by the Closing Date, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by any Company or Seller in this Agreement or the certificates delivered pursuant Section 7.2.1. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation, warranty or certificate referenced in clause (b) of the immediately preceding sentence shall read as if all Materiality Qualifications and qualifications as to any Company’s Knowledge or Seller’s Knowledge contained in any such representation or warranty in Article 3 or in any certificate delivered pursuant to Section 7.2.1 are ignored.

Indemnification of Buyer Indemnified Parties. In addition Subject to Buyer’s rights under the Seller Side Letterthis Section 6.3, from and after the Closing Date Seller shall Date, Sellers shall, severally and jointly indemnify, defend and hold harmless harmless, without duplication, Buyer and its Parent and their respective directors, officers, employees, representatives, successor and assigns (collectively, collectively “Buyer Indemnified Parties”) in respect of, and Buyer Indemnified Parties shall be entitled entitled, without duplication, to payment and reimbursement from Seller Sellers, jointly and severally (collectively the “Buyer Indemnifying Parties”) of the amount of, all Losses suffered, incurred or paid by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by any Seller of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date) or by any the Company of any covenant, agreement or obligation in this Agreement to be performed by the Closing Date, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by any the Company or any Seller in this Agreement or the certificates delivered pursuant Section 7.2.1, or (c) any Covered Claims. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation, warranty or certificate referenced in clause (b) of the immediately preceding sentence shall read as if all Materiality Qualifications and qualifications as to any Company’s Knowledge or Seller’s and Sellers’ Knowledge contained in any such representation or warranty in Article 3 or in any certificate delivered pursuant to Section 7.2.1 are ignored.

Indemnification of Buyer Indemnified Parties. In addition Subject to Buyer’s rights under the Seller Side Letterterms of this Article X, from and after the Closing Date Seller shall indemnifyClosing, defend and hold harmless Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries) and their respective officers, directors, officersstockholders, members, employees, representatives, successor successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) shall be indemnified and held harmless by the Stockholders party hereto solely using the funds in the General Escrow Account except that, solely with respect ofto any Losses resulting from fraud, a breach of any Fundamental Representation, and with respect to Section 10.3(d), or Section 10.3(e), to the extent not satisfied by funds in the General Escrow Account, the Buyer Indemnified Parties shall also be entitled indemnified by the Stockholders, severally but not jointly, to payment the extent provided in Section 10.5(a)(vii) and reimbursement Section 10.10, as applicable, from Seller of the amount of, and against any and all Losses suffered, incurred or paid suffered by any Buyer Indemnified Party, by reason of, in whole or in part, or arising Party resulting from, in whole arising out of or in part, related to (a) any breach by Seller of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date) or by any Company of any covenant, agreement or obligation in this Agreement to be performed by the Closing Date, or (b) any misrepresentation or inaccuracy in, or breach of, of any representation or warranty made by the Stockholders party hereto or the Company in this Agreement (other than any Company representation or Seller warranty regarding tax matters contained in Sections 4.9, 4.13(f), and 4.17) as of the Closing Date (except in the case of any representation or warranty that is made as of a specific date, the breach or inaccuracy of such representation or warranty to be true and correct as of such date) to the extent that a Buyer Indemnified Party provides written notice of such breach or inaccuracy (which notice shall describe the applicable breach or inaccuracy in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the applicable Buyer Indemnified Party in connection therewith) to the Stockholders’ Representative prior to the applicable Survival Date, provided, however, that in the case of any representation or warranty (or the defined terms used in such representations or warranties) that is limited by qualifications as to materiality, Material Adverse Effect or any similar term, qualification or limitation based on materiality, the existence of any breach or failure to be true and correct for purposes of this Section 10.3 and the existence and scope of indemnification of any representation or warranty hereunder shall be determined as if such qualification or limitation based on materiality or Material Adverse Effect were not included therein, (b) any breach of any covenant or agreement of the Stockholders’ Representative contained in this Agreement or any Ancillary Agreement to which it is a party that are required to be performed by it after the certificates delivered Closing, (c) any Losses (including without limitation payment or payments in settlement or pursuant to any Order), not to exceed ten million dollars ($10,000,000) in the aggregate, resulting from, arising out of or related to the factual circumstances or claims underlying that certain Civil Investigative Demand dated May 15, 2014 or any proceeding or Order arising out of or resulting therefrom, or any other similar civil investigative demands, subpoenas, or notices, from any jurisdiction, received by the Company or any of its Subsidiaries whether prior to, at or following the Closing or any proceeding or Order arising out of or resulting therefrom (d) any payment required to be made to holders of Appraisal Shares who properly demand appraisal rights under Section 7.2.1. 262, provided that for such purpose, the amount required to be indemnified shall be reduced by the portion of the Merger Consideration that would have been payable to the holder of such Appraisal Shares had they not exercised their appraisal rights under Section 262 and (e) the liabilities covered on Schedule F and any Taxes payable by the Buyer or any of its Affiliates (including, following the Closing, the Company and its Subsidiaries) in connection with the liabilities covered on Schedule F. Notwithstanding anything herein to the contrarycontrary in this Agreement, in determining if there is a misrepresentation the Buyer Indemnified Parties’ rights to indemnification shall not be diminished or inaccuracy inotherwise affected by any Buyer Indemnified Party’s knowledge, or a prior to the Closing, of any breach of, of a representation or warranty in Article 3 warranty, or the underlying circumstances or causes of such a certificate given pursuant to Section 7.2.1, each representation, warranty or certificate referenced in clause (b) of the immediately preceding sentence shall read as if all Materiality Qualifications and qualifications as to any Company’s Knowledge or Seller’s Knowledge contained in any such representation or warranty in Article 3 or in any certificate delivered pursuant to Section 7.2.1 are ignoredbreach.

Indemnification of Buyer Indemnified Parties. In addition Subject to Buyer’s rights under the Seller Side Letterthis Section 6.3, from and after the Closing Date Seller shall indemnifyDate, defend Buyer, Buyer’s Parent and hold harmless Buyer and its their respective directors, officers, employees, agents, representatives, Affiliates, successor and assigns (collectively, collectively “Buyer Indemnified Parties”) in respect of, will be indemnified and Buyer Indemnified Parties held harmless and shall be entitled to payment and reimbursement by the Stockholders, on a joint and several basis, solely and exclusively, subject to the remainder of this Section 6.3 with respect to the Principal Stockholders, from Seller of the Indemnity Escrow with respect to the amount of, all of any Losses suffered, incurred or paid by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by Seller any Principal Stockholder of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date) or by any the Company of any covenant, agreement or obligation in this Agreement to be performed by on or before the Closing Date, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by any the Company or Seller any Principal Stockholder in this Agreement or the certificates delivered pursuant to Section 7.2.1. Notwithstanding the foregoing and subject to the remainder of this Section 6.3, from and after the Closing Date, the Principal Stockholders (the “Buyer Indemnifying Parties”) shall, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties in respect of, and the Buyer Indemnified Parties shall be entitled to payment and reimbursement from the Principal Stockholders, jointly and severally, with respect to the amount of, (i) all Losses suffered, incurred or paid by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (A) any breach by any Principal Stockholder of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date) or by the Company of any covenant, agreement or obligation in this Agreement to be performed on or before the Closing Date, (B) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by the Company or any Principal Stockholder in any of Sections 3.1, 3.2, 3.3, 3.4.1 or 3.13 hereof (each and collectively, the “Specified Representations”) or any other representation or warranty made by the Company or any Principal Stockholder in this Agreement or the certificates delivered pursuant to Section 7.2.1, (C) any misrepresentation or inaccuracy in, or breach of, any representation or warranty in Section 3A.7 or in any certificate given hereunder in respect of Section 3A.7 (collectively, “Share Ownership Representations”), (D) in respect of Section 2.6.2.5(b)(i) with respect to the Working Capital Indemnity Amount, (E) in respect of willful misconduct or fraud, or (F) in respect of any ESOP/DC Plan Claims, (ii) all Dissenters’ Rights Losses suffered, incurred or paid by any Buyer Indemnified Party, and (iii) any costs actually paid by a Buyer Indemnified Party in respect of the termination of the Company 401(k) Plan or the Limited Plan (“401(k) Claims”), and (iii) any ESOP/DC Plan Claims. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 this Agreement by the Company or any Principal Stockholder or a certificate given pursuant to Section 7.2.1, each representation, such representation or warranty or certificate referenced in clause (b) of the immediately preceding sentence shall read as if (x) made by such Buyer Indemnifying Party, and (y) all Materiality Qualifications and qualifications as to any Company’s Knowledge or Seller’s Knowledge contained in any such representation or warranty in Article 3 or in any certificate delivered pursuant shall be ignored. In the event there shall be a breach of Section 3.30, the Buyer Indemnified Parties shall be entitled to indemnification for the Losses arising from the breaches of the individual representations and warranties contributing to such breach of Section 7.2.1 are ignored3.30 and shall not also be entitled to indemnification for such breach of Section 3.30.

Indemnification of Buyer Indemnified Parties. In addition Subject to Buyer’s rights under the Seller Side Letter, this Section 6.3 from and after the Closing Date Seller shall Date, Sellers shall, jointly and severally, indemnify, defend and hold harmless Buyer and its the Company and their respective directors, officers, employees, representatives, successor and permitted assigns (collectively, collectively “Buyer Indemnified Parties”) in respect of, and Buyer Indemnified Parties shall be entitled to payment and reimbursement reimbursement, jointly and severally, from Sellers (collectively the “Seller Indemnifying Parties”) of the amount of, all Losses suffered, incurred or paid by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by any Seller or Sellers’ Representative of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date) or by any the Company of any covenant, agreement or obligation in this Agreement to be performed by the Closing Date, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by the Company, any Company Seller or Seller Sellers’ Representative in this Agreement or any certificate delivered by the certificates delivered Company or Sellers pursuant to Section 7.2.17.2 (individually, “Seller Rep” and collectively, “Seller Reps”), (c) in respect of any MEI Warranty Claims or the MEI Litigation or (d) in respect of the Mesirow Agreement. Notwithstanding anything herein to the contrary, in determining (a) if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation, warranty or certificate referenced in clause any Seller Rep and (b) the amount of the immediately preceding sentence related Losses, (ii) each Seller Rep shall read as if made by such Indemnifying Party and (ii) all Materiality Qualifications and qualifications as to any Company’s Knowledge or Seller’s Knowledge contained in any such representation or warranty in Article 3 or in any certificate delivered pursuant to Section 7.2.1 are Seller Rep shall be ignored.