Common use of Indemnification Provisions for Benefit of Seller Clause in Contracts

Indemnification Provisions for Benefit of Seller. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties and covenants contained herein, and Seller makes a written claim for indemnification against Buyer within the applicable survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a “Seller Indemnified Party”) from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences after the end of any applicable survival period) resulting from, arising out of, or relating to the breach (or the alleged breach); provided, however, that Buyer shall not have any obligation to indemnify any Seller Indemnified Party from and against any Adverse Consequences resulting from, arising out of, or relating to the breach (or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the Basket Amount), and provided further that Buyer’s maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraud.

Indemnification Provisions for Benefit of Seller. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties and covenants contained herein, and Provided that Seller makes a written claim for indemnification against Buyer within the applicable survival period, then Buyer agrees to indemnify Seller indemnify, hold harmless and its affiliates defend Seller, Seller’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective officersheirs, directors successors and stockholders assigns (each, each a “Seller Indemnified Party”) from and against the entirety all Damages Seller suffers arising from or in connection with: (i) any breach by Buyer of its representations, warranties, or covenants set forth herein or in any Adverse Consequences they may suffer through and after the date Ancillary Agreement or certificate delivered by Buyer pursuant to this Agreement or any of the claim for indemnification Ancillary Agreements; (including ii) any Adverse Consequences after the end of any applicable survival period) resulting from, arising out of, or relating to the breach (or the alleged breach); provided, however, that Buyer shall not have any obligation to indemnify any Seller Indemnified Party from and against any Adverse Consequences resulting from, arising out of, or relating to the breach (or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the Basket Amount), and provided further that Buyer’s maximum liability arising out of the transactions contemplated ownership or operation of the Purchased Assets subsequent to the Closing Date other than the Retained Liabilities; (iii) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss”, as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Buyer subsequent to the Closing; (iv) any products liability claims in connection with any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the Closing Date or by Buyer, in whole or in part, after the Closing Date in each case where the injury occurred after the Closing Date, and (v) any Assumed Liabilities. Buyer shall use its commercially reasonable efforts to obtain for Seller any actual recovery of insurance proceeds under Buyer’s insurance policies, and any payments from any other responsible Persons who are not insurers, parties to this Agreement shall not exceed the Purchase Priceor Affiliates of any of them, except with respect to matters for fraudwhich Seller is indemnified.

Indemnification Provisions for Benefit of Seller. In If this Agreement is not terminated prior to the event Closing in accordance with Article IX, and Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breacheda) any of its representations, representations or warranties and covenants contained hereinherein or in the closing certificate delivered by Buyer pursuant to Section 7.2(c), and Seller makes gives notice of a written claim for indemnification against Buyer within the applicable survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a “Seller Indemnified Party”) from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences after the end of any applicable survival period) resulting from, arising out ofSurvival Period, or relating (b) any covenants or agreements of Buyer contained herein or in any Buyer Document and Seller gives notice thereof to the breach (or the alleged breachBuyer, then, subject to Section 8.6(d); provided, howeverBuyer will indemnify, that Buyer shall not have any obligation to indemnify any defend and hold harmless Seller Indemnified Party from and against any Adverse Consequences resulting from, Seller may suffer arising out of or resulting from any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the applicable Survival Period. In determining the amount of Adverse Consequences suffered by Seller for purposes of this Section 8.2 as a result of a breach by Buyer described in Sections 8.2(a) and 8.2(b) above of any representation, warranty, covenant or agreement of Buyer qualified by the words "material," "materiality," "in all material respects," "knowledge," "to the knowledge of," or words of similar import, or relating to the breach (by any phrase using any such terms or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties havewords, in the aggregate, suffered such Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of the Basket Amount (at which point Buyer will be obligated deemed to indemnify include only amounts that are material or arising out of matters of which Buyer had knowledge, as the case may be. Subject to Section 8.6(d), Buyer also will indemnify, defend and hold harmless Seller Indemnified Parties from and against all Adverse Consequences in excess Seller may suffer, whether suffered during or after the Survival Period, (c) as a result of Buyer's failure to comply with any applicable requirement under the Basket Amount), and provided further that Buyer’s maximum liability WARN Act as required under Section 2.4(b)(i) or (d) attributable to or arising out of the transactions contemplated Assumed Liabilities, or from the operation of the Business after the Closing. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the Parties within 30 days of notice of claim for indemnification from the Party claiming indemnification to the party against whom such claim is asserted, the dispute will be resolved by arbitration pursuant to this Agreement shall not exceed the Purchase Price, except for fraudAgreement.

Indemnification Provisions for Benefit of Seller. In Subject to the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any terms and conditions of its representations, warranties and covenants contained hereinthis Article 10, and provided that Seller makes a written claim for indemnification against Buyer within Purchaser prior to the applicable survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a “Seller Indemnified Party”) from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences after the end expiration of any applicable survival periodperiod set forth in Section 10.1, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates from and against any and all Damages incurred or suffered by Seller or any of its Affiliates and (a) resulting fromcaused by any breach by Purchaser of any of its representations, warranties, covenants or agreements set forth herein or (b) arising out ofof or related to any facts or events occurring following the Closing Date in connection with the ITC Plans (other than any Damages arising out of or related to any severance plan, program or relating arrangement of Seller or any of its Affiliates with respect to the employment of any Transferred Employees while employed by Seller or any of its Affiliates or other severance-related claims arising principally on account of actions or inactions of Seller or any of its Affiliates) (the “Indemnified ITC Plan Claims”). Notwithstanding anything else set forth herein to the contrary, (i) for purposes of this Article 10 only, all Purchaser Material Adverse Effect and materiality qualifications contained in Purchaser’s representations and warranties shall be disregarded in determining breaches or defaults of such representations and warranties, (ii) as between the Parties, Seller and its Affiliates will not be entitled to any punitive damages resulting from or arising out of any breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement (or except to the alleged breachextent paid to a third party); provided, however, that Buyer (iii) Purchaser shall not have any obligation to indemnify any Seller Indemnified Party and its Affiliates from and against any Adverse Consequences resulting from, arising out of, or relating to Damages caused by the breach (or alleged breach) of any representation or warranty of Buyer until Purchaser contained in Article 4 of this Agreement (A) with respect to any item or series of related items unless, in the Seller Indemnified Parties havereasonable estimate of Seller, the amount of Damages in respect of such item or items, in the aggregate, is in excess of $100,000 (a “Purchaser Qualifying Claim”), (B) unless and until Seller and its Affiliates have suffered Adverse Consequences Damages arising from (1) Purchaser Qualifying Claims by reason of all such breaches and (or alleged breaches2) Indemnified ITC Plan Claims, in the aggregate, in excess of the Basket Amount Deductible (at after which point Buyer Purchaser will be obligated to indemnify Seller and its Affiliates only to the Seller Indemnified Parties from and against all Adverse Consequences extent of such Damages in excess of the Basket AmountDeductible), (iv) Purchaser shall not have any obligation to indemnify Seller and provided further that Buyer’s maximum liability its Affiliates under clause (b) of this Section from and against any Damages unless and until Seller and its Affiliates have suffered Damages arising out from (1) Purchaser Qualifying Claims and (2) Indemnified ITC Plan Claims, in the aggregate, in excess of the transactions contemplated Deductible (after which point Purchaser will be obligated to indemnify Seller and its Affiliates only to the extent of such Damages in excess of the Deductible) and (v) in no event shall the aggregate liability of Purchaser under this Article 10 for all Damages (1) incurred or suffered by Seller and its Affiliates arising from all breaches of the representations and warranties of Purchaser contained in Article 4 of this Agreement shall not or (2) in respect of Indemnified ITC Plan Claims, in the aggregate, exceed 15% of the Purchase Price; provided, except for fraudhowever, that the foregoing limitation in clause (v) shall not apply to Purchaser’s obligations in respect of any breaches of the representations and warranties of Purchaser contained in Sections 4.1, 4.2, 4.3, 4.5 and 4.6.

Indemnification Provisions for Benefit of Seller. (a) In the event that Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties warranties, and covenants contained hereinherein or in any instrument delivered by Buyer pursuant hereto at or prior to Closing, and and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.05 below within the applicable survival periodperiod set forth in Section 11.01, then Buyer agrees to shall indemnify Seller and its affiliates and their respective officers, directors directors, stockholders and stockholders Affiliates (each, a “the "Seller Indemnified Party”Parties") from and against the entirety of any Adverse Consequences they Seller Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or relating to caused by the breach up to an aggregate maximum amount of $10,000,000 with respect to all claims against Buyer (or the alleged breachexcluding de Minimis Claims, claims under Article VI and Assumed Liabilities); provided, however, that Buyer shall not have any no obligation to indemnify any Seller Indemnified Party Parties from and against any Adverse Consequences resulting from, arising out of, or relating to the breach (or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an aggregate deductible amount of a $100,000 (excluding de Minimis Claims and Assumed Liabilities), aggregate deductible (the Basket Amount ("Buyer Deductible Amount"), at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all such Adverse Consequences in excess of the Basket such Buyer Deductible Amount); and provided, and provided further that Buyer’s maximum liability Buyer shall not be liable under this Section 11.03 for a claim if the amount of Adverse Consequences thereunder is less than 60 71 $5,000 (for purposes hereof, any series of claims arising out from the same or substantially similar facts or circumstances shall be treated as one claim) ("de Minimis Claims"). Without prejudice to the provisions of Sections 10.02 and 13.15, indemnification pursuant to the terms of this Section 11.03 shall be the sole and exclusive remedy against Buyer for breaches of the transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraudnature set forth herein.

Indemnification Provisions for Benefit of Seller. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties and covenants contained herein, and Seller makes a written claim for indemnification against Buyer within the applicable survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a “"Seller Indemnified Party”") from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences after the end of any applicable survival period) resulting from, arising out of, or relating to the breach (or the alleged breach); provided, however, that Buyer shall not have any obligation to indemnify any Seller Indemnified Party from and against any Adverse Consequences resulting from, arising out of, or relating to the breach (or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the Basket Amount), and provided further that Buyer’s 's maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraud.