Common use of Indemnification of Purchaser Indemnified Parties Clause in Contracts

Indemnification of Purchaser Indemnified Parties. (a) Subject to the other provisions of this Article IX, from and after the Closing, each Seller, on a several and not joint basis (solely on behalf of itself), shall indemnify each Purchaser Party and its Affiliates (including the Acquired Companies) and its and their respective officers, directors, stockholders, managers, and members, and the respective successors of each of the foregoing (each, a “Purchaser Indemnified Party”), from and against Losses incurred by such Purchaser Indemnified Party after the Closing resulting from or arising out of: (i) The breach of or any inaccuracy in any representation or warranty made by such Seller to the Purchaser Parties in Article III or in any certificate furnished by such Seller to the Purchaser Parties pursuant to this Agreement; or (ii) The failure of such Seller to perform any covenant or agreement of such Seller under this Agreement. (b) Subject to the other provisions of this Article IX, from and after the Closing, the Sellers shall, in the manner described in this Article IX, indemnify the Purchaser Indemnified Parties from and against Losses incurred by the Purchaser Indemnified Parties after the Closing resulting from or arising out of: (i) The breach of or any inaccuracy in any representation or warranty made by the Company to the Purchaser Parties in Article IV or in any certificate furnished by the Company to the Purchaser Parties at or prior to the Closing pursuant to this Agreement; (ii) (A) Taxes of the Acquired Companies for all Pre-Closing Tax Periods; (B) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor of an Acquired Company) is or was a member prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law; and (C) Taxes of any Person imposed on any Acquired Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; (iii) Each of the matters described in Section 9.2(b)(v) or identified on Schedule 9.2(b)(iii) (individually, a “Special Indemnity Matter,” and collectively, “Special Indemnity Matters”); (iv) The failure of the Company to perform any covenant or agreement of the Company to be performed at or prior to the Closing under this Agreement; (v) Any event or circumstance occurring, or any fact that becomes known, in each case after the date of this Agreement and prior to the Closing that, had such event or circumstance occurred or such fact been known prior to the date of this Agreement, would have been required to be disclosed on a Schedule hereto pursuant to Article IV and results in the failure of any representation or warranty of the Company in Article IV to be true and correct at and as of the Closing as if then made (without giving effect to any qualifications as to “materiality,” Material Adverse Change, or words of similar import (except with respect to the representations and warranties contained in Section 4.7 and 4.9)), to the extent that Losses of any Purchaser Indemnified Party resulting from any such inaccuracy or breach are not fully covered (A) by insurance maintained by Sellers or the Acquired Companies, the proceeds of which are (or are committed by the Sellers to be) made available to Purchaser or the Acquired Companies, or (B) by the R&W Policy; (vi) Closing Date Debt, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; (vii) Company Transaction Expenses, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; or (viii) Any liability to the extent relating to any Excluded Asset.

Indemnification of Purchaser Indemnified Parties. (a) Subject to the limitations and other provisions of this Article IXVIII, from and after the Closing, each Seller, on a several and not joint basis (solely on behalf of itself), Seller shall indemnify each Purchaser Party and Purchaser, its Affiliates (including the Acquired Companies) and its and their respective officers, directors, stockholders, managers, managers and members, and the respective successors successors, heirs and assigns of each of the foregoing (each, a “Purchaser Indemnified Party”), ) from and against Losses incurred by such Purchaser Indemnified Party after the Closing to the extent resulting from or arising out of: (ia) The Any inaccuracy in or breach of or any inaccuracy in any representation or warranty made by such Seller to and the Purchaser Parties Company in Article III or in any certificate furnished by such Seller to the Purchaser Parties pursuant to this Agreement; or (ii) The failure of such Seller to perform any covenant or agreement of such Seller under this Agreement. (b) Subject to the other provisions of this Article IX, from and after the Closing, the Sellers shall, in the manner described in this Article IX, indemnify the Purchaser Indemnified Parties from and against Losses incurred by the Purchaser Indemnified Parties after the Closing resulting from or arising out of: (i) The breach of or any inaccuracy in any representation or warranty made by the Company to the Purchaser Parties in Article IV or in any certificate furnished by the Company to the Purchaser Parties at or prior to the Closing pursuant to this Agreement; (iib) (A) Taxes of Any breach by Seller or the Acquired Companies for all Pre-Closing Tax Periods; (B) Taxes of any member of an affiliated, consolidated, combined Company or unitary group of which any Acquired Company (or any predecessor of an Acquired Company) is or was a member prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law; and (C) Taxes of any Person imposed on any Acquired Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; (iii) Each of the matters described in Section 9.2(b)(v) or identified on Schedule 9.2(b)(iii) (individually, a “Special Indemnity Matter,” and collectively, “Special Indemnity Matters”); (iv) The failure of Seller or the Company to perform any covenant or agreement of Seller or, to the extent requiring performance prior to or as of the Closing, the Company to be performed at or prior to the Closing under this Agreement; (vc) Any event or circumstance occurring(i) Taxes of Seller for any taxable period (other than the portion of any Transfer Taxes for which Purchaser is responsible pursuant to Section 7.1), (ii) Taxes of the Company for any and all Pre-Closing Tax Periods, and (iii) any employment Taxes that may be imposed on the Company or any fact that becomes knownAffiliate of the Company as a result of the payment of any Company Transaction Expenses; provided that, in each case after case, such Taxes do not include the date of this Agreement and prior to the Closing that, had such event or circumstance occurred or such fact been known prior to the date of this Agreement, would have been required to be disclosed on a Schedule hereto pursuant to Article IV and results in the failure amount of any representation or warranty of the Company in Article IV to be true and correct at and as of the Closing as if then made (without giving effect to any qualifications as to “materiality,” Material Adverse Change, or words of similar import (except with respect to the representations and warranties contained in Section 4.7 and 4.9)), Taxes to the extent that Losses such Taxes (1) are taken into account in the calculation of any Purchaser Indemnified Party resulting from any such inaccuracy or breach are not fully covered (A) by insurance maintained by Sellers or the Acquired Companies, the proceeds of which are (or are committed by the Sellers to be) made available to Purchaser or the Acquired CompaniesFinal Base Purchase Price, or (B2) by the R&W Policy;have previously offset a Transaction Tax Benefit Payment payable to Seller pursuant to clause (2) of Section 7.6(b); and (vid) Closing Date Debt, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; (vii) Company Transaction Expenses, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; or (viii) Any liability to the extent relating to any Excluded AssetThe matters set forth on Schedule 8.2(d).

Indemnification of Purchaser Indemnified Parties. (a) Subject to If the other provisions of this Article IX, from and after the ClosingSecond Closing shall have been consummated, each Sellerof the Selling Members, on a several severally and not joint basis (solely on behalf of itself)jointly, shall indemnify each Purchaser Party and its Affiliates (including the Acquired Companies) and its hold harmless Purchasers and their respective officersAffiliates, directors, stockholdersofficers, managerspartners, managers and members, and employees (other than the respective successors of each Company or any member of the foregoing Company Group) (eachcollectively, a the “Purchaser Indemnified PartyParties”)) against any loss, from liability, claim, damage, amount paid in settlement, fine, penalty, costs and against Losses incurred by such Purchaser Indemnified Party after expense (including reasonable legal fees and expenses, but excluding any multiple, special, punitive, exemplary or other non-compensatory damage, “Losses”) to the Closing resulting from extent arising from, relating to or arising out otherwise in respect of: (i) The any breach of or any inaccuracy in any representation or warranty of such Selling Member made by under this Agreement as of the date hereof (or, if later, as of the date of such Seller to the Purchaser Parties in Article III or in any certificate furnished by such Seller to the Purchaser Parties pursuant to Selling Member's execution of this Agreement) or as of the Second Closing; or (ii) The failure any breach of any covenant of such Seller to perform any covenant or agreement of such Seller under Selling Member contained in this Agreement. (b) Subject to If the other provisions of this Article IX, from and after the ClosingFirst Closing shall have been consummated, the Sellers shall, in the manner described in this Article IX, Company shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any Losses incurred by to the Purchaser Indemnified Parties after the Closing resulting from extent arising from, relating to or arising out otherwise in respect of: (i) The any breach of or any inaccuracy in any representation or warranty made by the Company to the Purchaser Parties in Article IV or in any certificate furnished by the Company to the Purchaser Parties at or prior to the Closing pursuant to this Agreement; (ii) (A) Taxes of the Acquired Companies for all Pre-Closing Tax Periods; (B) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor of an Acquired Company) is or was a member prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law; and (C) Taxes of any Person imposed on any Acquired Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; (iii) Each of the matters described in Section 9.2(b)(v) or identified on Schedule 9.2(b)(iii) (individually, a “Special Indemnity Matter,” and collectively, “Special Indemnity Matters”); (iv) The failure of the Company to perform any covenant or agreement of the Company to be performed at or prior to the Closing under this Agreement; (v) Any event or circumstance occurring, or any fact that becomes known, in each case after the date of this Agreement and prior to the Closing that, had such event or circumstance occurred or such fact been known prior to the date of this Agreement, would have been required to be disclosed on a Schedule hereto pursuant to Article IV and results in the failure of any representation or warranty of the Company in Article IV to be true and correct at and theCompany made under this Agreement other than any made as of the Closing as if then made (without giving effect to any qualifications as to “materiality,” Material Adverse Change, or words of similar import (except with respect to the representations and warranties contained in Section 4.7 and 4.9)), to the extent that Losses of any Purchaser Indemnified Party resulting from any such inaccuracy or breach are not fully covered (A) by insurance maintained by Sellers or the Acquired Companies, the proceeds of which are (or are committed by the Sellers to be) made available to Purchaser or the Acquired Companies, or (B) by the R&W Policy; (vi) Closing Date Debt, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; (vii) Company Transaction Expenses, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article IISecond Closing; or (viiiii) Any liability any breach of any covenant of the Company contained in this Agreement. (c) If the First Closing shall have been consummated, CAC, Intermediate and EPL shall indemnify and hold harmless the Purchaser Indemnified Parties against any Losses to the extent arising from, relating to or otherwise in respect of: (i) any Excluded Assetbreach of any representation or warranty of CAC, Intermediate and EPL made under this Agreement other than those made as of the Second Closing; or (ii) any breach of any covenant of CAC, Intermediate and EPL contained in this Agreement.

Indemnification of Purchaser Indemnified Parties. (a) Subject to the other provisions of limitations set forth in this Article IXSection 9, from and after the Closing, each SellerSellers shall indemnify, on a several hold harmless, compensate and not joint basis reimburse the Purchaser Indemnified Parties from, against and in respect of any and all Damages paid, sustained or incurred by the Purchaser Indemnified Parties (solely on behalf or any of itself), shall indemnify each Purchaser Party and its Affiliates them) (including the Acquired Companiesregardless of whether such Damages relate to any third party clams) and its and their respective officersresulting from, directors, stockholders, managers, and members, and the respective successors of each of the foregoing (each, a “Purchaser Indemnified Party”), from and against Losses incurred by such Purchaser Indemnified Party after the Closing resulting from or arising out of, any of the following: (i) The any breach or failure of or any inaccuracy in any representation or warranty made by such Seller to the Purchaser Parties in Article III or Sellers in any certificate furnished by such Seller of Sections 2.1, 2.4 and 2.5 to the Purchaser Parties pursuant to this Agreement; or (ii) The failure of such Seller to perform any covenant or agreement of such Seller under this Agreement. (b) Subject to the other provisions of this Article IX, from be true and after the Closing, the Sellers shall, in the manner described in this Article IX, indemnify the Purchaser Indemnified Parties from and against Losses incurred by the Purchaser Indemnified Parties after the Closing resulting from or arising out of: (i) The breach of or any inaccuracy in any representation or warranty made by the Company to the Purchaser Parties in Article IV or in any certificate furnished by the Company to the Purchaser Parties at or prior to the Closing pursuant to this Agreement; (ii) correct (A) Taxes as of the Acquired Companies for all Pre-Closing Tax Periods; date of this Agreement or (B) Taxes as of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor of an Acquired Company) is or was a member prior to the Closing Date by reason with the same force and effect as if made on and as of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law; and (C) Taxes of any Person imposed on any Acquired Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; Date (iiiin each case, without giving effect to: (x) Each any qualifications based on the word “material” or similar phrases limiting the scope of the matters described in Section 9.2(b)(vsuch representation or warranty; or (y) any update of or identified on Schedule 9.2(b)(iii) (individually, a “Special Indemnity Matter,” and collectively, “Special Indemnity Matters”); (iv) The failure of the Company to perform any covenant or agreement of the Company to be performed at or prior modification to the Closing under this Agreement; (v) Any event Disclosure Schedule made or circumstance occurring, purported to have been made on or any fact that becomes known, in each case after the date of this Agreement and prior to the Closing that, had such event Agreement) or circumstance occurred or such fact been known prior to the date of this Agreement, would have been required to be disclosed on a Schedule hereto pursuant to Article IV and results in the any failure of any representation certification in the Sellers Closing Certificate pertaining to such representations or warranty of the Company in Article IV warranties to be true and correct at and as correct; and (ii) any claim by any current, past or alleged holder of equity interests of any Acquired Company claiming an amount payable in such capacity due to an inaccuracy or omission in the Closing as if then made Consideration Spreadsheet (without giving effect to any qualifications as to “materiality,” Material Adverse Change, or words other than the calculations of similar import (except with respect to the representations and warranties contained in Section 4.7 and 4.9)), to the extent that Losses of any Purchaser Indemnified Party resulting from any such inaccuracy or breach are not fully covered (A) by insurance maintained by Sellers or the Acquired Companies, the proceeds of which are (or are committed by the Sellers to be) made available to Purchaser or the Acquired Companies, or Closing Cash Amount; (B) by the R&W Policy; Closing Indebtedness Amount; (viC) the Working Capital Amount; (D) the Working Capital Shortfall Amount; and (E) the Working Capital Surplus Amount) or an inaccuracy or omission in Sellers’ wire instructions as reflected in the Closing Date Debt, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; (vii) Company Transaction Expenses, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; or (viii) Any liability to the extent relating to any Excluded AssetConsideration Spreadsheet.

Indemnification of Purchaser Indemnified Parties. (a) Subject to the other provisions of this Article IXVIII, from and after the Closing, each Seller, on a several and not joint basis (solely on behalf of itself), Seller shall indemnify each Purchaser Indemnified Party and its Affiliates (including the Acquired Companies) and its and their respective officers, directors, stockholders, managers, and members, and the respective successors of each of the foregoing (each, a “Purchaser Indemnified Party”), from and against any Losses incurred by such Purchaser Indemnified Party after the Closing resulting from or arising out of or as a result of: (ia) The breach of or any inaccuracy in or breach of any representation or warranty (i) Fundamental Representation made by such the Seller to or the Purchaser Parties in Article III Company or in any certificate furnished by such Seller to the Purchaser Parties pursuant to this Agreement; or (ii) The failure of such Seller to perform any covenant or agreement of such Seller under this Agreement. (b) Subject to the other provisions of this Article IX, from and after the Closing, the Sellers shall, in the manner described in this Article IX, indemnify the Purchaser Indemnified Parties from and against Losses incurred by the Purchaser Indemnified Parties after the Closing resulting from or arising out of: (i) The breach of or any inaccuracy in any representation or warranty made by the Company to Seller or the Purchaser Parties in Article IV or in any certificate furnished by the Company to the Purchaser Parties at or prior to the Closing pursuant to this AgreementCompany; (iib) any breach of or failure to perform any covenant to be performed after the Closing by the Seller; (c) (Ai) all Taxes of the Acquired Companies Company and each Company Subsidiary for all any Pre-Closing Tax Periods; Period and for the portion of any Straddle Tax Period ending on the Closing Date (Bdetermined in accordance with Section 7.2(c)), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group with respect to Taxes of which the Company or any Acquired Company Subsidiary (or any predecessor of an Acquired Companyany of the foregoing) is or was a member on or prior to the Closing Date by reason of a liability under Date, including pursuant to Treasury Regulation Section 1.1502-6 or any comparable provisions of foreignanalogous or similar state, state local, or local law; non-U.S. law or regulation, and (Ciii) any and all Taxes of any Person (other than the Company or any Company Subsidiary) imposed on the Company or any Acquired Company arising under the principles of Subsidiary as a transferee or successor liability or by contract, relating Contract which Taxes relate to an event or transaction occurring before the Closing DateClosing; (iiid) Each of the matters described in Section 9.2(b)(vXxxxxxxxx Liability; (e) any and all claims by an Affected Employee related to equity-based compensation granted to him or identified on Schedule 9.2(b)(iii) her by the Seller (individually, a “Special Indemnity Matter,” and collectively, the “Special Indemnity MattersEBC Claims”); (ivf) The failure the matter(s) listed on Schedule 8.2(f) (the “Specified Litigation”); (g) any and all items listed on Schedule 4.20(e) (collectively, the “Specified Employee Claims”); and (h) the amount of any Closing Date Debt or Closing Date Company Transaction Expenses, in either case that was not taken into account in calculating the Final Proceeds pursuant to Section 2.4; provided, that (x) any claim pursuant to this clause (h) must be notified to the Seller’s Representative within 120 days after the Closing Date and (y) the recovery related to any such claim shall be limited to the incremental amount that should have been included in the calculation pursuant to Section 2.4 taking into account such previously unknown Closing Date Debt or Closing Date Company Transaction Expenses Amount (and no other Losses, such as advisor fees and the like, incurred in connection therewith shall be covered by this clause (h)). For purposes of this Article VIII (including for purposes of determining whether a representation or warranty has been breached and the amount of Losses subject to indemnification), the representations and warranties of the Company shall be deemed to perform any covenant or agreement of the Company to not be performed at or prior to the Closing under this Agreement; (v) Any event or circumstance occurringqualified by, or any fact that becomes known, in each case after the date of this Agreement and prior to the Closing that, had such event or circumstance occurred or such fact been known prior to the date of this Agreement, would have been required to shall be disclosed on a Schedule hereto pursuant to Article IV and results in the failure of any representation or warranty of the Company in Article IV to be true and correct at and as of the Closing as if then made (interpreted without giving effect to to, any limitations or qualifications as to “materiality,” (including the word “material”) or “Material Adverse Change, or words of similar import (except with respect to the representations and warranties contained in Section 4.7 and 4.9)), to the extent that Losses of any Purchaser Indemnified Party resulting from any such inaccuracy or breach are not fully covered (A) by insurance maintained by Sellers or the Acquired Companies, the proceeds of which are (or are committed by the Sellers to be) made available to Purchaser or the Acquired Companies, or (B) by the R&W Policy; (vi) Closing Date Debt, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; (vii) Company Transaction Expenses, to the extent not deducted from the Estimated Base Purchase Price pursuant to Article II; or (viii) Any liability to the extent relating to any Excluded AssetEffect.”