Common use of Indemnification of Sellers Clause in Contracts

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

Indemnification of Sellers. ParentSynta hereby covenants and agrees to indemnify, LuxCo protect, defend and BHNsave harmless each Seller from and against any and all damages, jointly losses, liabilities, obligations, penalties, claims, litigation, demands, judgments, suits, actions, proceedings, costs, disbursements and severally hereby agree to indemnify expenses (including, without limitation, attorneys' expenses and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”disbursements) against and in respect of any Losses kind or nature whatsoever (a "Loss") which may at any time be imposed upon, incurred by or sustained by asserted or awarded against any Sellers Seller (an "Indemnitee") relating to, resulting from or arising out of the Stock Purchase Agreement or Principia's acquisition of the SBR Shares, provided such Loss was not due to the Indemnitee's willful misconduct. Indemnitee shall give to Synta notice in writing as a result soon as reasonably practicable under the circumstances of the commencement of any breachaction, inaccuracy suit or nonfulfillment proceeding or the alleged breach, of any claim threatened to be made against Indemnitee for which Indemnitee proposes to demand indemnification under this Section 7.2. Failure to notify Synta shall not relieve Synta from any liability which it may have to Indemnitee if such failure does not materially adversely affect Synta or its ability to defend any such action, suit or proceeding. With respect to any action, suit or proceeding as to which Indemnitee gives notice, Synta shall have the right to assume control of the representationsdefense, warranties and covenants compromise or settlement thereof, including at its own expense, employment of LuxCo contained hereincounsel reasonably satisfactory to Indemnitee, provided that the outcome includes the complete general release of the Indemnitee. The total payments made by ParentIn the event Synta does not notify Indemnitee in writing that it intends to assume control of such defense within thirty (30) days after Indemnitee has given Synta notice thereof, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees Indemnitee may undertake such defense. Synta shall not be entitled liable to indemnification pursuant indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding or claim threatened to this Section 10.2 unless and until the aggregate amount be made against Indemnitee effected without Synta's prior written consent. Synta shall not settle any action, suit or proceeding or threatened claim without Indemnitee's prior written consent. Neither Synta nor Indemnitee will unreasonably withhold its or his consent to any proposed settlement. Synta shall not be obligated to indemnify any Indemnitee for any consequential or other indirect damages of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything any kind other than as set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively7.2.

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree Purchaser agrees to indemnify and hold harmless Sellers, each Seller and all of its Affiliatesshareholders, and each of its members, managers, partnersofficers, directors, officersemployees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, employeeswithout limitation, attorneys those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Seller Indemnitees”), from and agents against any and permitted assignees all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Sellers IndemniteesSeller Indemnified Liabilities”) against and in respect of any Losses ), incurred or sustained by any Sellers Seller Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any breachrepresentation or warranty made by Purchaser in this Agreement, inaccuracy or nonfulfillment or the alleged breach, (ii) any breach by Purchaser of any covenant, agreement or obligation of Purchaser contained in this Agreement. To the extent that the foregoing undertaking by Purchaser may be unenforceable for any reason, Purchaser shall make the maximum contribution to the payment and satisfaction of each of the representationsSeller Indemnified Liabilities that is permissible under applicable law. Notwithstanding the foregoing, warranties and covenants the liability of LuxCo contained herein. The total payments made by Parent, LuxCo Purchaser under this Section 8 for indemnification or BHN to Sellers Indemnitees contribution with respect to Losses any Seller Indemnified Liabilities shall not exceed be limited to an amount equal to the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled net proceeds paid by Purchaser in transactions made pursuant to this Agreement during the twelve (12) month period ending on the date on which any Seller makes a claim for indemnification for such Seller Indemnified Liabilities. Indemnification and/or contribution pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees 8 shall be entitled the exclusive remedy of Sellers for money damages as a result, or arising out of, or relating to indemnification for the total amount (i) any misrepresentation or breach of such Losses. Notwithstanding anything set forth any representation or warranty made by Purchaser in this Section 10.2Agreement of (ii) any breach by Purchaser of any covenant, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant agreement or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyPurchaser contained in this Agreement.

Indemnification of Sellers. ParentFrom and after the Closing and subject to the limitations herein provided, LuxCo Purchasers and BHN, jointly and severally hereby agree to SARC shall upon demand indemnify and hold Sellers harmless Sellers, each of its Affiliatesagainst, and each of its membersreimburse Sellers from time to time when and as costs are incurred for, managersany actual damage, partnersloss, directorsliability, officersfine, employeespenalty, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect charge, administrative or judicial proceeding or order, judgment, remedial action requirement, enforcement action of any Losses kind, cost or expense (including reasonable attorneys' fees and other expenses incurred in investigating or sustained defending any claim against Sellers for such damage, loss, cost or expense) incurred by Sellers ("Seller Losses") resulting from (a) any Sellers Indemnitee as a result breach of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the Purchasers' representations, warranties and or covenants of LuxCo contained herein. The total payments made by Parentin this Agreement, LuxCo an Option Purchase Agreement or BHN the Management Rights Purchase Agreement, or any document or instrument delivered pursuant hereto or thereto, or from any misrepresentation in, or omission from, any information, certificate, license, report or other instrument or agreement furnished to Sellers Indemnitees by Purchasers and/or SARC pursuant to this Agreement, an Option Purchase Agreement or the Management Rights Purchase Agreement, or (b) any of those certain instruments and agreements (each a "Seller Guaranty") identified on Schedule 8.2 hereto if and to only the extent they arise out of an LLC's (or Partnership's) post-Closing default on any obligation that is guaranteed as of the date hereof by such Seller under such Seller's Guaranty. Each Seller shall have the right, with notice, to offset or set off amounts owed to such Seller under this Article VIII against amounts owed by such Seller to the Purchaser of such Seller's Subject Interest, Option Interest or Management Rights pursuant to any other obligations. Sellers' right to indemnification, payment of damages or other remedy hereunder based upon Purchasers' representations, warranties, covenants and obligations in this Agreement, an Option Purchase Agreement or the Management Rights Purchase Agreement will not be affected or limited by any investigation conducted by or on behalf of Sellers with respect hereto or thereto, any preparation or compilation by or on behalf of Sellers of schedules to this Agreement, an Option Purchase Agreement or the Management Rights Purchase Agreement, or any knowledge acquired (or capable of being acquired) by Sellers at any time before or after the execution and delivery of this Agreement with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount accuracy or inaccuracy of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2or compliance with, any Losses incurred by any Sellers Indemnitee arising out such representation, warranty, covenant or obligation, other than the Actual Knowledge of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment Applicable Knowledge Parties on and as of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelydate hereof.

Indemnification of Sellers. ParentSubject to the limitations contained in this Article IX, LuxCo from and BHNafter the Closing, the Buyers, jointly and severally hereby severally, agree to indemnify indemnify, defend and hold harmless Sellers, each of its Affiliates, the Sellers and each of its members, managers, partnerstheir respective officers, directors, officers, employees, attorneys Affiliates, successors and agents assigns (each, a “Seller Indemnified Party” and permitted assignees (together, the “Sellers IndemniteesSeller Indemnified Parties”) against from and against, and will pay to the Seller Indemnified Parties the amount of, any Damages arising, directly or indirectly, from or in respect connection with: (i) any Breach of any Losses incurred representation or sustained warranty made by Buyers in Article VI of this Agreement; (ii) any Breach by any Sellers Indemnitee Buyer of any of their respective covenants, agreements or obligations under this Agreement; (iii) any Damages incurred by a Seller Indemnified Party under the Parent Company Guarantee, except to the extent that such Damages arise from events occurring prior to the Effective Time or are otherwise caused by the Sellers’ actions, including the Sellers’ occupancy of a portion of the premises subject to the Northbelt Lease Agreement; (iv) any Damages incurred by a Seller Indemnified Party with respect to the Existing Bonds as a result of action or inaction occurring from or after the Effective Time; (v) any breachDamages incurred by a Seller Indemnified Party with respect to the matter set forth on Section 4.12(a) of the Disclosure Schedule and defined thereon as the “Buyer Special Indemnity Matter”, inaccuracy and (vi) any Damages incurred by the Seller Indemnified Parties as a result of Buyers’ or nonfulfillment or the alleged breach, of its Affiliates’ obligation to reimburse any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed Seller Indemnified Parties for any worker’s compensation claims included within the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyInsurance Reserve.

Indemnification of Sellers. Parent(a) Purchaser agrees that, LuxCo and BHNafter the Closing, jointly and severally hereby agree subject to indemnify the limitations set forth in this Article VIII, Purchaser shall indemnify, defend and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partnerstheir officers, directors, officersagents, employeesrepresentatives, attorneys and agents respective successors and permitted assignees assigns, and Xxxxxx Xxxxx and any Affiliate of Xxxxxx Xxxxx with respect to clause (iii) of this Section 8.2(a) (the “Sellers IndemniteesPurchaser-Indemnified Persons”), from and against any and all Damages arising out of or resulting from (i) against and any breach of any representation, warranty or covenant made by Purchaser in this Agreement or in any of the certificates or other instruments or documents furnished by Purchaser pursuant to Section 7.3(e)(i), (ii) the absence of any Landlord Approval (whether or not such Landlord Approval is deemed to have been obtained for purposes of Section 7.2(d)), or (iii) any guaranty entered into prior to the date of this Agreement, or any Lease entered into prior to the date of this Agreement as a co-tenant with a Company, by any Seller, Xxxxxx Xxxxx or any Affiliate of Xxxxxx Xxxxx, to the extent relating to any liability or other obligation of a Company arising after the Closing or reflected in the Closing Working Capital as finally determined pursuant to this Agreement (the “Purchaser Indemnified Items”). Any claim for indemnification made by a Purchaser-Indemnified Person under clause (i) of this Section 8.1 in respect of any Losses incurred or sustained the Purchaser Indemnified Items must be asserted in a writing delivered to Purchaser by any Sellers Indemnitee as a result no later than the Survival Date. The aggregate liability of any breach, inaccuracy or nonfulfillment or Purchaser on account of all Purchaser Indemnified Items pursuant to clause (i) of this Section 8.2(a) shall be limited to the alleged breach, of any amount of the representationsLimited Indemnity Cap, warranties and covenants claims for Damages in respect of LuxCo contained hereinPurchaser Indemnified Items shall be limited to such amount, whether the Purchaser-Indemnified Person in question is a Seller or another Purchaser-Indemnified Person. The total payments made by ParentIn addition, LuxCo or BHN to Sellers Indemnitees with the indemnification provided for in clause (i) of this Section 8.2(a) in respect to Losses of the Purchaser Indemnified Items shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 apply unless and until the aggregate amount Damages determined to be due for which one or more Purchaser-Indemnified Persons seeks or has sought indemnification hereunder in respect of Losses to Sellers Indemnitees equals at least Purchaser Indemnified Items exceeds the BasketDeductible, at in which timeevent the Purchaser-Indemnified Persons shall, subject to the Indemnifiable Loss Limitother limitations herein, be indemnified for such Damages to the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth extent in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out excess of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyDeductible.

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree Purchaser agrees to indemnify and hold harmless Sellers, each Seller and all of its Affiliatesshareholders, and each of its members, managers, partnersofficers, directors, officersemployees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, employeeswithout limitation, attorneys those retained in connection with the transactions contemplated by this Agreement) (collectively, the "SELLER INDEMNITEES"), from and agents against any and permitted assignees all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the “Sellers Indemnitees”) against and in respect of any Losses "SELLER INDEMNIFIED LIABILITIES"), incurred or sustained by any Sellers Seller Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any breachrepresentation or warranty made by Purchaser in this Agreement, inaccuracy or nonfulfillment or the alleged breach, (ii) any breach by Purchaser of any covenant, agreement or obligation of Purchaser contained in this Agreement. To the extent that the foregoing undertaking by Purchaser may be unenforceable for any reason, Purchaser shall make the maximum contribution to the payment and satisfaction of each of the representationsSeller Indemnified Liabilities that is permissible under applicable law. Notwithstanding the foregoing, warranties and covenants the liability of LuxCo contained herein. The total payments made by Parent, LuxCo Purchaser under this Section 8 for indemnification or BHN to Sellers Indemnitees contribution with respect to Losses any Seller Indemnified Liabilities shall not exceed be limited to an amount equal to the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled net proceeds paid by Purchaser in transactions made pursuant to this Agreement during the twelve (12) month period ending on the date on which any Seller makes a claim for indemnification for such Seller Indemnified Liabilities. Indemnification and/or contribution pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees 8 shall be entitled the exclusive remedy of Sellers for money damages as a result, or arising out of, or relating to indemnification for the total amount (i) any misrepresentation or breach of such Losses. Notwithstanding anything set forth any representation or warranty made by Purchaser in this Section 10.2Agreement of (ii) any breach by Purchaser of any covenant, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant agreement or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyPurchaser contained in this Agreement.