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

Indemnification Provisions for Benefit of Seller. Provided that Seller makes a written claim for indemnification against Buyer within the applicable survival period, Buyer agrees to indemnify, hold harmless and defend Seller, Seller’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns (each a “Seller Indemnified Party”) from and against 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 Ancillary Agreement or certificate delivered by Buyer pursuant to this Agreement or any of the Ancillary Agreements; (ii) any liability arising out of the 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 or Affiliates of any of them, with respect to matters for which Seller is indemnified.

Indemnification Provisions for Benefit of Seller. Provided that If this Agreement is not terminated prior to the Closing in accordance with Article IX, and Buyer breaches (a) any of its representations or warranties contained herein 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 periodSurvival Period, Buyer agrees to indemnify, hold harmless and defend Seller, Seller’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns or (each a “Seller Indemnified Party”) from and against all Damages Seller suffers arising from or in connection with: (ib) any breach by covenants or agreements of Buyer of its representations, warranties, or covenants set forth contained herein or in any Ancillary Agreement Buyer Document and Seller gives notice thereof to Buyer, then, subject to Section 8.6(d), Buyer will indemnify, defend and hold harmless Seller from and against any Adverse Consequences Seller may suffer arising out of or certificate delivered by Buyer pursuant to this Agreement or resulting from any of the Ancillary Agreements; 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 by any phrase using any such terms or words, such Adverse Consequences will be deemed to 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 from all Adverse Consequences Seller may suffer, whether suffered during or after the Survival Period, (iic) as a result of Buyer's failure to comply with any liability applicable requirement under the WARN Act as required under Section 2.4(b)(i) or (d) attributable to or arising out of the ownership Assumed Liabilities, or from the operation of the Purchased Assets subsequent 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 Closing Date other than party against whom such claim is asserted, 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 dispute will be resolved 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 arbitration pursuant to this Agreement or Affiliates of any of them, with respect to matters for which Seller is indemnifiedAgreement.

Indemnification Provisions for Benefit of Seller. Provided Subject to the terms and conditions of this Article 10, and provided that Seller makes a written claim for indemnification against Buyer within Purchaser prior to the expiration of any applicable survival periodperiod set forth in Section 10.1, Buyer Purchaser agrees to indemnify, defend and hold harmless Seller and defend Seller, Seller’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns (each a “Seller Indemnified Party”) its Affiliates from and against any and all Damages incurred or suffered by Seller suffers arising from or in connection with: any of its Affiliates and (ia) caused by any breach by Buyer Purchaser of any of its representations, warranties, covenants or covenants agreements set forth herein or in any Ancillary Agreement or certificate delivered by Buyer pursuant to this Agreement or any of the Ancillary Agreements; (iib) any liability arising out of the ownership or operation of the Purchased Assets subsequent related to the Closing Date other than the Retained Liabilities; (iii) any liability under the WARN Act facts 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 events occurring following the Closing Date in each case where connection with the injury occurred ITC Plans (other than any Damages arising out of or related to any severance plan, program or 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 (except to the extent paid to a third party), (iii) Purchaser shall not have any obligation to indemnify Seller and its Affiliates from and against any Damages caused by the breach of any representation or warranty of Purchaser contained in Article 4 of this Agreement (A) with respect to any item or series of related items unless, in the reasonable 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 Damages arising from (1) Purchaser Qualifying Claims by reason of all such breaches and (2) Indemnified ITC Plan Claims, in the aggregate, in excess of the Deductible (after which point Purchaser will be obligated to indemnify Seller and its Affiliates only to the Closing Dateextent of such Damages in excess of the Deductible), (iv) Purchaser shall not have any obligation to indemnify Seller and its Affiliates under clause (b) of this Section from and against any Damages unless and until Seller and its Affiliates have suffered Damages arising from (1) Purchaser Qualifying Claims and (2) Indemnified ITC Plan Claims, in the aggregate, in excess of the 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) any Assumed Liabilities. Buyer in no event shall use the aggregate liability of Purchaser under this Article 10 for all Damages (1) incurred or suffered by Seller and its commercially reasonable efforts to obtain for Seller any actual recovery Affiliates arising from all breaches of insurance proceeds under Buyer’s insurance policies, the representations and any payments from any other responsible Persons who are not insurers, parties to warranties of Purchaser contained in Article 4 of this Agreement or Affiliates (2) in respect of Indemnified ITC Plan Claims, in the aggregate, exceed 15% of the Purchase Price; provided, however, that the foregoing limitation in clause (v) shall not apply to Purchaser’s obligations in respect of any breaches of themthe representations and warranties of Purchaser contained in Sections 4.1, with respect to matters for which Seller is indemnified4.2, 4.3, 4.5 and 4.6.

Indemnification Provisions for Benefit of Seller. Provided (a) In the event that Buyer breaches any of its representations, warranties, and covenants contained herein or in any instrument delivered by Buyer pursuant hereto at or prior to Closing, 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 indemnify, hold harmless shall indemnify Seller and defend Seller, Seller’s Affiliatesits officers, directors, officers, members, attorneys, accountants, agents stockholders and employees, and their respective heirs, successors and assigns Affiliates (each a “the "Seller Indemnified Party”Parties") from and against all Damages any Adverse Consequences Seller suffers 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 from or out of, relating to, in connection with: (i) any breach by Buyer of its representations, warrantiesthe nature of, or covenants set forth herein or in any Ancillary Agreement or certificate delivered by Buyer pursuant to this Agreement or any of the Ancillary Agreements; (ii) any liability arising out of the 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 the breach up to an aggregate maximum amount 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 or Affiliates of any of them, $10,000,000 with respect to matters all claims against Buyer (excluding de Minimis Claims, claims under Article VI and Assumed Liabilities); provided, however, that Buyer shall have no obligation to indemnify Seller Indemnified Parties from and against any Adverse Consequences until Seller Indemnified Parties have suffered Adverse Consequences by reason of all such breaches in excess of an aggregate deductible amount of a $100,000 (excluding de Minimis Claims and Assumed Liabilities), aggregate deductible (the "Buyer Deductible Amount"), at which point Buyer will be obligated to indemnify Seller Indemnified Parties from and against all such Adverse Consequences in excess of such Buyer Deductible Amount; and provided, further that Buyer shall not be liable under this Section 11.03 for which Seller a claim if the amount of Adverse Consequences thereunder is indemnifiedless than 60 71 $5,000 (for purposes hereof, any series of claims arising 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 nature set forth herein.

Indemnification Provisions for Benefit of Seller. Provided (a) 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, if there is an applicable survival period pursuant to Section 13.1 above, provided that Seller makes a written claim for indemnification against Buyer within the applicable such survival period, then Buyer agrees to indemnify, hold harmless indemnify Seller and defend Seller, Seller’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, its affiliates and their respective heirsofficers, successors directors and assigns stockholders (each each, a “"Seller Indemnified Party”") from and against all Damages Seller suffers arising from or in connection with: (i) the entirety of any breach by Buyer of its representations, warranties, or covenants set forth herein or in any Ancillary Agreement or certificate delivered by Buyer pursuant to this Agreement or any Adverse Consequences they may suffer through and after the date of the Ancillary Agreementsclaim for indemnification (including any Adverse Consequences after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of or caused by 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, relating to, in the nature of or caused by the breach (iior 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 a 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 threshold amount), and provided further that Buyer's maximum liability arising out of the ownership transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraud. (b) Buyer agrees to indemnify the Seller Indemnified Parties from and against the entirety of any Adverse Consequences they may suffer resulting from, arising out of, relating to, in the nature of 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 LiabilitiesLiability. 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 or Affiliates of any of them, with respect to matters for which Seller is indemnified.13.4