Common use of Indemnification of Parent Indemnified Parties Clause in Contracts

Indemnification of Parent Indemnified Parties. (a) From and after the Closing (but subject to the provisions of this Article IX), the Representative (in its capacity as such) will indemnify Parent and its Affiliates and each of their officers, directors, employees or agents (each, a “Parent Indemnified Party” and collectively, the “Parent Indemnified Parties”) from and against any and all losses, liabilities, Taxes, damages, expenses, penalties, fines, and costs (including reasonable legal and accounting fees and expenses and the cost of investigation and defense) whether or not involving a third party claim, but excluding any reduction in Tax net operating loss or other Tax attribute of the Company or its Subsidiaries that does not result in an increase in Pre-Closing Taxes (“Losses”), suffered by any Parent Indemnified Party to the extent arising out of, in connection with, or related to (i) any breach of any representation or warranty of the Company set forth in this Agreement or by any Stockholder in the Letter of Transmittal delivered by such Stockholder, (ii) the breach of any covenant or agreement made by (x) the Company in Section 7.2(b), Section 7.3, Section 7.9, Section 7.10, Section 7.11, and Section 7.14 to be performed prior to the Closing (the “Specified Covenants”) or (y) the Representative to be performed following the Closing, (iii) any Adjustment Escrow Deficiency Amount in accordance with Section 3.7, and (iv) any item set forth on Schedule 9.1(a)(iv). (b) In addition to (but without duplication of) the foregoing, from and after the Closing, the Representative (in its capacity as such) will indemnify the Parent Indemnified Parties from and against any Taxes imposed on the Company or any of its Subsidiaries (whether imposed by Law, Tax sharing agreement, Tax indemnity obligation or similar agreement in respect of Taxes that was entered into prior to the Closing Date, or otherwise) with respect to Pre-Closing Tax Periods or Pre-Closing Straddle Periods, in each case, to the extent not otherwise already accrued in the calculation of Final Pre-Closing Taxes, Net Working Capital, Transaction Costs or Indebtedness, and excluding any Taxes attributable to (A) any election made under Section 338 of the Code (or any corresponding foreign, state or local election), (B) any tax elections or amended Tax Returns (other than tax elections or amended Tax Returns filed pursuant to Section 7.12 and, to the extent required, consented to by Representative) or changes in method of Tax accounting, in each case, made or filed after the Closing Date and that is not consistent with “past practices” as defined in Section 7.12(b) (except where such election, return or change is required by applicable Law or a Taxing Authority), (C) the financing of the Transactions, or (D) transactions occurring on the Closing Date but after the Closing. (c) No claim shall be brought or maintained by any Parent Indemnified Party against any Stockholder Party or any other Person other than (i) the Representative in accordance with this Article IX, (ii) the R&W Insurer pursuant to the R&W Insurance Policy and (iii) any Stockholder for any breach of the representations and warranties set forth in the Letter of Transmittal or any breach of the Specified Representations, and no recourse shall be brought or granted against any such Person other than (i) the Representative in accordance with this Article IX, (ii) the R&W Insurer pursuant to the R&W Insurance Policy and (iii) any Stockholder for any breach of the representations and warranties set forth in the Letter of Transmittal or any breach of the Specified Representations, in each case by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or schedule hereto or any document or certificate delivered hereunder or otherwise relating to or arising from the Agreement or the Transactions. Notwithstanding the foregoing, this Section 9.1(c) shall not preclude or limit Fraud Claims.

Indemnification of Parent Indemnified Parties. (a) From and after the Closing (but Closing, subject to Section 8.03, and in the provisions of manner set forth in this Article IX)VIII, the Representative (in its capacity as such) will indemnify Parent and its Affiliates Affiliates, including the Surviving Corporation and the Company Subsidiary after the Closing, and each of their respective officers, managers, directors, employees or agents partners, members, employees, agents, other representatives, successors and permitted assigns (each, a “Parent Indemnified Party” and collectively, the “Parent Indemnified Parties”) from ), shall be indemnified and against any and held harmless by the Former Securityholders, on a several but not joint basis, for all claims, losses, liabilities, Legal ** This portion has been redacted pursuant to a confidential treatment request. Proceedings, Taxes, damagesobligations, expensesawards, judgments, settlements, payments, interest, fines, fees, penalties, finescharges, costs and costs (expenses, including reasonable legal and accounting attorneys’ fees and expenses and the cost of investigation and defense) whether or not involving a third party claimdefense relating thereto, but excluding any reduction in Tax net operating loss or other Tax attribute of the Company or its Subsidiaries that does not result in an increase in Pre-Closing Taxes damages (hereinafter individually a “Loss” and collectively “Losses”), regardless of whether or not such Losses relate to any third party claim, incurred or suffered by any the Parent Indemnified Party Parties, or any of them (including the Surviving Corporation after the Closing), directly or indirectly, as a result of the following: (i) any breach or inaccuracy of a representation or warranty of the Company contained in this Agreement or in any certificate, schedule or other instrument delivered by the Company pursuant to this Agreement; (ii) any failure by the Company or the Securityholder Representative to perform, comply with, satisfy and discharge any covenant, agreement or obligation applicable to it contained in this Agreement; (iii) (x) any claims by any Former Securityholder relating to or arising out of any error in any payment made to the extent Former Securityholders by the Securityholder Representative, (y) any liabilities in connection with, as a result of, or arising out of, any error in any payment made as directed in writing by the Securityholder Representative in accordance with the Allocation Schedule (including any liabilities in connection withwith any error or inaccuracy in the Allocation Schedule), or related to and (iz) any claims by any Former Securityholder relating to or arising out of any act or omission by the Securityholder Representative; (iv) any liability, duty, obligation or responsibility of any kind whatsoever, whether known or unknown, arising out of, accruing with respect to or otherwise attributable to the period of time before the Effective Time (other than any liability, duty, obligation or responsibility expressly disclosed in the Company Disclosure Letter); and (v) any Pre-Closing Taxes. (b) For purposes of this Section 8.02, the determination of the calculation of any Losses arising from the breach of any representation or warranty of the Company set forth in this Agreement or by any Stockholder in the Letter of Transmittal delivered by such Stockholder, (ii) the breach of any covenant or agreement made by (x) the Company in Section 7.2(b), Section 7.3, Section 7.9, Section 7.10, Section 7.11, shall be determined without regard and Section 7.14 to be performed prior without giving effect to the Closing (the term, or, as applicable, clause containing, “Specified Covenants”) or (y) the Representative to be performed following the Closing, (iii) any Adjustment Escrow Deficiency Amount in accordance with Section 3.7, and (iv) any item set forth on Schedule 9.1(a)(iv). (b) In addition to (but without duplication of) the foregoing, from and after the Closing, the Representative (in its capacity as such) will indemnify the Parent Indemnified Parties from and against any Taxes imposed on the Company or any of its Subsidiaries (whether imposed by Law, Tax sharing agreement, Tax indemnity obligation material,” “Material Adverse Effect” or similar agreement phrases or clauses contained in respect such representation or warranty the inclusion of Taxes that was entered into prior to which would limit or potentially limit the Closing Date, determination of such breach or otherwise) with respect to Pre-Closing Tax Periods or Pre-Closing Straddle Periods, in each case, to the extent not otherwise already accrued in the calculation of Final Pre-Closing Taxes, Net Working Capital, Transaction Costs or Indebtedness, and excluding any Taxes attributable to (A) any election made under Section 338 of the Code (or any corresponding foreign, state or local election), (B) any tax elections or amended Tax Returns (other than tax elections or amended Tax Returns filed pursuant to Section 7.12 and, to the extent required, consented to Losses recoverable by Representative) or changes in method of Tax accounting, in each case, made or filed after the Closing Date and that is not consistent with “past practices” as defined in Section 7.12(b) (except where such election, return or change is required by applicable Law or a Taxing Authority), (C) the financing of the Transactions, or (D) transactions occurring on the Closing Date but after the Closing. (c) No claim shall be brought or maintained by any Parent Indemnified Party against any Stockholder Party or any other Person other than (i) the Representative in accordance with this Article IX, (ii) the R&W Insurer pursuant to the R&W Insurance Policy an indemnification claim by such Parent Indemnified Party (as if such word or clause, as applicable, were deleted from such representation and (iii) any Stockholder for any breach of the representations and warranties set forth in the Letter of Transmittal or any breach of the Specified Representations, and no recourse shall be brought or granted against any such Person other than (i) the Representative in accordance with this Article IX, (ii) the R&W Insurer pursuant to the R&W Insurance Policy and (iii) any Stockholder for any breach of the representations and warranties set forth in the Letter of Transmittal or any breach of the Specified Representations, in each case by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or schedule hereto or any document or certificate delivered hereunder or otherwise relating to or arising from the Agreement or the Transactions. Notwithstanding the foregoing, this Section 9.1(c) shall not preclude or limit Fraud Claimswarranty).

Indemnification of Parent Indemnified Parties. (a) From and after the Closing (but Closing, subject to the provisions of limitations set forth in this Article IX)ARTICLE VII, the Representative (in its capacity as such) will Unitholders and Warrantholders hereby agree to indemnify Parent and its Affiliates Parent, the Surviving Company, their respective Affiliates, and each of their respective directors, officers, directorsemployees, employees or agents agents, equityholders, assigns and Representatives, and the respective heirs, executors, personal representatives, successors and assigns of the foregoing Persons (each, a “Parent Indemnified Party” and collectively, the “Parent Indemnified Parties”) from and against and in respect of all Losses related to, arising out of or resulting from: (a) any and all lossesbreach of, liabilitiesor inaccuracy in, Taxes, damages, expenses, penalties, fines, and costs (including reasonable legal and accounting fees and expenses and the cost of investigation and defensei) whether any representation or not involving a third party claim, but excluding any reduction in Tax net operating loss or other Tax attribute warranty of the Company or its Subsidiaries that does not result the Member Representative set forth in an increase in Pre-Closing Taxes this Agreement (“Losses”other than Fundamental Representations), suffered by (ii) any Parent Indemnified Party of the Fundamental Representations (in each case as of the date of this Agreement or as of the Closing as though such representation or warranty was made on and as of the Closing (except to the extent arising out ofexpressly made as of a specific date, in connection withwhich case as of such specific date), or related (iii) any Ancillary Document or in any certificate delivered by or on behalf of the Company pursuant to this Agreement; (b) any breach or nonperformance of any covenant or agreement (i) any breach of any representation or warranty of the Company set forth in this Agreement or by any Stockholder in Ancillary Documents with respect to the Letter of Transmittal delivered by such Stockholdertime period prior to Closing, or (ii) of the breach Member Representative set forth in this Agreement or Ancillary Documents; (c) to the extent not included in calculating Closing Indebtedness, Closing Transaction Expenses or the Closing Net Working Capital as finally determined pursuant to Section 2.19, all Taxes (or the non-payment thereof) of the First Heritage Entities for the Pre-Closing Tax Period; (d) any covenant error or agreement inaccuracy in, or claim or dispute regarding, the allocation of the Merger Consideration to any Unitholder or Warrantholder made pursuant to the Consideration Spreadsheet or the calculation of the Pro Rata Share, and any other claims by any Person purporting to hold any equity interest or right to acquire any equity interest in the First Heritage Entities as of the Closing or Effective Time or any right to Merger Consideration; (xe) (i) any amounts payable under Section 2.19(g)(iii) or (ii) any Indebtedness of the Company outstanding as of the Closing or any Transaction Expenses, in Section 7.2(b), Section 7.3, Section 7.9, Section 7.10, Section 7.11, and Section 7.14 each case to be performed the extent not paid or satisfied by the Company at or prior to the Closing (or, if paid or satisfied by Parent or the “Specified Covenants”) or (y) the Representative to be performed following the Closing, (iii) any Adjustment Escrow Deficiency Amount in accordance with Section 3.7, and (iv) any item set forth on Schedule 9.1(a)(iv). (b) In addition to (but without duplication of) the foregoing, from and Surviving Company after the Closing, the Representative (in its capacity as such) will indemnify the Parent Indemnified Parties from and against any Taxes imposed on the Company or any of its Subsidiaries (whether imposed by Law, Tax sharing agreement, Tax indemnity obligation or similar agreement in respect of Taxes that was entered into prior to the Closing Date, or otherwise) with respect to Pre-Closing Tax Periods or Pre-Closing Straddle Periods, in each case, to the extent not otherwise already accrued deducted in the calculation of Final Pre-Closing Taxes, Net Working Capital, Transaction Costs or Indebtedness, and excluding any Taxes attributable to (A) any election made under Section 338 determination of the Code Closing Merger Consideration; or (or any corresponding foreign, state or local election), (B) any tax elections or amended Tax Returns (other than tax elections or amended Tax Returns filed pursuant to Section 7.12 and, to the extent required, consented to by Representative) or changes in method of Tax accounting, in each case, made or filed after the Closing Date and that is not consistent with “past practices” as defined in Section 7.12(b) (except where such election, return or change is required by applicable Law or a Taxing Authority), (Cf) the financing assertion of appraisal rights by the Transactions, or (D) transactions occurring on the Closing Date but after the Closing. (c) No claim shall be brought or maintained by any Parent Indemnified Party against any Stockholder Party or any other Person other than (i) the Representative in accordance with this Article IX, (ii) the R&W Insurer pursuant to the R&W Insurance Policy and (iii) any Stockholder for any breach of the representations and warranties set forth in the Letter of Transmittal or any breach of the Specified Representations, and no recourse shall be brought or granted against any such Person other than (i) the Representative in accordance with this Article IX, (ii) the R&W Insurer pursuant to the R&W Insurance Policy and (iii) any Stockholder for any breach of the representations and warranties set forth in the Letter of Transmittal or any breach of the Specified Representations, in each case by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach holder of any of the representations, warranties or covenants of any party hereto set forth or contained in this Agreement or any exhibit or schedule hereto or any document or certificate delivered hereunder or otherwise relating to or arising from the Agreement or the Transactions. Notwithstanding the foregoing, this Section 9.1(c) shall not preclude or limit Fraud ClaimsDissenting Units.