Common use of Indemnification Provisions for Benefit of the Buyer Clause in Contracts

Indemnification Provisions for Benefit of the Buyer. The Seller shall indemnify the Buyer and each of its officers, directors, agents, and each person, if any, who controls the Buyer within the meaning of the Securities Act (each a "BUYER INDEMNIFIED PARTY" and collectively, the "BUYER INDEMNIFIED PARTIES") in respect of, and hold them harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid to enforce the provisions of this Section 7 and amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation), but excluding any consequential damages ("DAMAGES") incurred or suffered by any of the foregoing parties resulting from, relating to or constituting: (i) fraud, intentional misrepresentation or a deliberate or willful breach by the Seller of any of its representations, warranties or covenants under this Agreement (including any representations or warranties deemed to have been made by the delivery of any certificate), any Ancillary Document or certificate; (ii) any other misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Seller contained in this Agreement (including any misrepresentation or breach of warranty deemed to have been made by the delivery of any certificate), or by reason of any claim, action or proceeding asserted or instituted arising out of any matter constituting a breach of such representations, warranties or covenants (including any breach of any representations or warranties deemed to have been made by the delivery of any certificate); (iii) any claim by any third party, seeking to assert, or based upon ownership or rights to ownership of any Acquired Asset; (iv) any claim, action or proceeding asserted or instituted against the Buyer, or any of its properties or assets, by any third party for Damages suffered by such third party by reason of or resulting from (A) any Excluded Liability, (B) the ownership or operation of the Excluded Assets, the Division or the Business prior to the Closing, or (C) any actions taken or omitted to be taken by the Seller prior to the Closing (other than Assumed Liabilities); and (v) any Liabilities arising from the Seller's failure to comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

Indemnification Provisions for Benefit of the Buyer. The (i) In the event any of the Parent, Seller or Company breaches any of their representations, warranties, or covenants contained herein (in each case without regard to (A) any limitation, qualification or exception based upon any use of the word "material" or derivations thereof in any representation or warranty herein and (B) with respect to the representation in (S)4(x)(viii), without regard to the Knowledge qualifier therein, which in each case under both (A) and (B) shall indemnify be disregarded for purposes of determining whether a breach has occurred and the amount of Adverse Consequences resulting therefrom) and, if with respect to a breach of a representation or warranty there is an applicable survival period pursuant to (S)8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Parent or Seller pursuant to (S)11(h) below within such survival period, then each of the Parent and Seller agree, jointly and severally, to indemnify Buyer, Affiliates of Buyer (including the Company), and each of its their respective officers, directors, agentsagents or employees, and each person, if any, who controls the Buyer within the meaning of the Securities Act their respective successors and assigns (each a "BUYER INDEMNIFIED PARTYBuyer Indemnified Party," and collectively, or collectively the "BUYER INDEMNIFIED PARTIESBuyer Indemnified Parties") in respect from and against any Adverse Consequences a Buyer Indemnified Party may suffer resulting from, arising out of, or caused by the breach; provided, however, that (A) the Parent and hold them harmless againstSeller shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences resulting from, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwisearising out of, or whether known caused by the breach of any representation or unknownwarranty of the Parent, Seller or due or to become due or otherwiseCompany contained in this Agreement until the Buyer Indemnified Parties have suffered Adverse Consequences by reason of all such breaches, together with Adverse Consequences from the matters covered by (S)8(b)(iv), monetary damagesin excess of $1,750,000 (the "Deductible Amount"), finesafter which, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid subject to enforce the other provisions of this Section 7 (S)8, the Parent and amounts paid in settlement, interest, court costs, costs the Seller shall be obligated to indemnify the Buyer Indemnified Parties from and against the amount of investigators, fees any excess Adverse Consequences above the Deductible Amount and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation), but excluding any consequential damages ("DAMAGES"B) incurred or suffered by any there will be an aggregate ceiling equal to $75,000,000 on the obligation of the foregoing parties Parent and the Seller to indemnify the Buyer Indemnified Parties from and against Adverse Consequences resulting from, relating to arising out of, or constituting: (i) fraudcaused by, intentional misrepresentation breaches of the representations and warranties of the Parent, the Seller or a deliberate the Company contained in this Agreement and Adverse Consequences resulting from, arising out of, or willful breach caused by the matter covered by (S)8(b)(iv) and (C) the Parent and the Seller shall not be obligated to provide any indemnification under (S)8 for any Adverse Consequences arising out of any breach of its representationsa representation or warranty or pre-Closing covenant of the Parent, warranties the Seller or covenants under the Company to the extent that such Adverse Consequences have been taken into account in the Purchase Price adjustment pursuant to (S)2(e) of this Agreement or that relate to Taxes that are subject to indemnification under (including any representations or warranties deemed to have been made by the delivery of any certificate), any Ancillary Document or certificate;S)9. (ii) any other misrepresentation, breach of warranty or failure to perform any covenant or agreement Each of the Parent and the Seller contained in this Agreement (including agrees to indemnify the Buyer Indemnified Parties from and against any misrepresentation or breach of warranty deemed to have been made by Adverse Consequences the delivery of any certificate)Buyer Indemnified Parties may suffer resulting from, arising out of, or caused by reason any liability of any claim, action or proceeding asserted or instituted the Company and its Subsidiaries related to third party claims arising out of any matter constituting a breach incident involving the physical, sexual and/or emotional abuse of such representations, warranties or covenants (including any breach of any representations or warranties deemed children to have been made by the delivery of any certificate);extent occurring prior to the Closing Date. (iii) Each of the Parent and the Seller agrees to indemnify the Buyer Indemnified Parties from and against any claim by fees or commissions to any third partybroker, seeking to assertfinder, or based upon ownership or rights agent with respect to ownership of any Acquired Asset; (iv) any claim, action or proceeding asserted or instituted against the Buyer, or any of its properties or assets, by any third party for Damages suffered by such third party by reason of or resulting from (A) any Excluded Liability, (B) the ownership or operation of the Excluded Assets, the Division or the Business prior to the Closing, or (C) any actions taken or omitted to be taken by the Seller prior to the Closing (other than Assumed Liabilities); and (v) any Liabilities arising from the Seller's failure to comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this AgreementAgreement for which any of the Buyer Indemnified Parties become liable or obligated as a result of any agreement entered into by the Parent, the Seller or the Company. (iv) Each of the Parent and the Seller agrees to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences the Buyer Indemnified Parties may suffer resulting from, arising out of, or caused by the class action complaint, Xxxxx Xxxxxx v. Aramark Educational Resources, Inc., filed in the Circuit Court of Oregon, County of Multnomah, with respect to the periods prior to the Closing Date; provided, however, that (A) the Parent and the Seller shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences resulting from, arising out of, or caused by the matters described in this (S)8(b)(iv) until the Buyer Indemnified Parties have suffered Adverse Consequences, together with Adverse Consequences resulting from, arising out of, or caused by the breach of any representation or warranty as provided in (S)8(b)(i), in excess of the Deductible Amount, after which, subject to the other provisions of this (S)8, the Parent and the Seller shall be obligated to indemnify the Buyer Indemnified Parties from and against the amount of any excess Adverse Consequences above the Deductible Amount and (B) there will be an aggregate ceiling equal to $75,000,000 on the obligation of the Parent and the Seller to indemnify the Buyer Indemnified Parties from and against Adverse Consequences resulting from, arising out of, or caused by the matter described in this (S)8(b)(iv) and Adverse Consequences resulting from, arising out of, or cause by the breach of any representation or warranty as provided in (S)8(b)(i).

Indemnification Provisions for Benefit of the Buyer. The Seller shall and each Shareholder (jointly and severally) hereby agree to indemnify the and hold harmless Buyer and each of its officersGuarantor for all Adverse Consequences incurred, directors, agents, and each person, if any, who controls the Buyer within the meaning of the Securities Act (each a "BUYER INDEMNIFIED PARTY" and collectively, the "BUYER INDEMNIFIED PARTIES") in respect arising out of, and hold them harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed based upon or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid to enforce the provisions of this Section 7 and amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation), but excluding any consequential damages ("DAMAGES") incurred or suffered by any of the foregoing parties resulting from, relating to or constituting: from (i) fraudthe inaccuracy as of the date hereof or as of the Closing Date of any representation or warranty of the Seller in Section 3.1 or (ii) the breach of, intentional misrepresentation or a deliberate or willful breach failure to perform by the Seller of any of its representationsagreements, warranties covenants or covenants under obligations contained in or made pursuant to this Agreement Agreement, or (including any representations or warranties deemed to have been made by the delivery of any certificate), any Ancillary Document or certificate; (iiiii) any other misrepresentationliability or obligation of, breach of warranty or claim against Buyer arising out of, or resulting from any act, or failure to perform act, by Seller as of and prior to the Closing Date including without limitation any covenant failure of Seller to pay its debts or agreement of the Seller contained in this Agreement obligations or trade payables (including any misrepresentation or breach of warranty deemed to have been made by the delivery of any certificateexcept Assumed Liabilities), Covered Taxes, any product liability claims, or by reason of negligence claims arising prior to Closing; or (iv) any liability or obligation of, or claim against, Buyer or Guarantor in connection with any claim, demand or cause of action made by any person or proceeding asserted or instituted entity and arising out of any matter constituting a breach event, directly or indirectly related to (a) the conduct by Seller or Shareholder's of such representationstheir business, warranties or covenants (including any breach of any representations or warranties deemed to have been made by the delivery of any certificate); (iiib) any claim by any third party, seeking to assertAdverse Consequences, or based upon ownership or rights to ownership of any Acquired Asset; (iv) any claim, action or proceeding asserted or instituted against the Buyer, or any of its properties or assets, by any third party for Damages suffered by such third party by reason of or resulting from (A) any Excluded Liability, (Bc) the ownership use or operation misuse of the Excluded Assets, the Division or the Business Restaurant Assets prior to the Closing, including but not limited in kind or (C) type, to any actions taken claim filed by any Employee under applicable Worker's Compensation Laws as a result of any injury or omitted illness covered by such laws that occurs prior to be taken by the Seller Closing, or any product liability claim or negligence claim in connection with matters arising prior to the Closing (other than Assumed Liabilities); and (v) any Liabilities arising from the Seller's failure to comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this AgreementClosing.

Indemnification Provisions for Benefit of the Buyer. The Seller Each of the Selling Group Members shall indemnify the Buyer and each of its officers, directors, stockholders, partners, trustees, beneficiaries, employees, agents, Affiliates, successors and each personassigns (collectively, the "Buyer Indemnified Persons") from and against such Selling Group Member's Allocable Portion of any Indemnifiable Losses such Buyer Indemnified Persons shall incur as a result of (i) any breach or inaccuracy in any representation or warranty made by any of the Selling Group Members under the Documents, (ii) except as set forth in clause (D) below, any breach by any of the Selling Group Members of any of the Selling Group Members' covenant or other agreement of any of the Selling Group Members as provided for in the Documents, (iii) all costs and penalties incurred by any of the Buyer Indemnified Persons, including legal fees, if any, who controls as a result of the alleged failure of the Company to file Annual Reports with respect to the Company's 125 Plan, (iv) any claims asserted in respect of the Threatened Claims or (v) the assertion against any of the Buyer Indemnified Persons of any Excluded Obligation, provided, that: (A) such claim for indemnification must be asserted by Buyer Indemnified Persons within the meaning related Claims Period (if any), pursuant to a written claim for indemnification delivered to the Valley Equityholder Representative by written notice in the manner provided herein, provided, however, that after the assertion of any such claim hereunder on or prior to the expiration of the Securities Act Claims Period (each a "BUYER INDEMNIFIED PARTY" and collectivelyif any), the "BUYER INDEMNIFIED PARTIES") in respect of, and hold them harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or Buyer Indemnified Persons shall be fully entitled to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid to enforce the provisions benefits of this Section 7 (and amounts paid the other indemnification provisions in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation), but excluding any consequential damages ("DAMAGES"this Agreement) incurred notwithstanding the fact that such claim shall not be finally resolved on or suffered by any prior to the expiration of the foregoing parties resulting from, relating to or constituting: Claims Period (i) fraud, intentional misrepresentation or a deliberate or willful breach by the Seller of any of its representations, warranties or covenants under this Agreement (including any representations or warranties deemed to have been made by the delivery of any certificateif any), any Ancillary Document or certificate; (iiB) except for any other misrepresentation, Lodi Environmental Liabilities or Indemnifiable Losses caused by the breach of warranty an Excluded Representation or failure Warranty, the Selling Group Members shall not have any obligation to perform indemnify the Buyer Indemnified Persons from and against any covenant or agreement of the Seller contained in this Agreement (including any misrepresentation or breach of warranty deemed to have been made by the delivery of any certificate), or by reason of any claim, action or proceeding asserted or instituted Indemnifiable Losses arising out of any matter constituting a Threatened Claims or caused by the breach of any representation or warranty contained in Section 4 of this Agreement until the Buyer Indemnified Persons have incurred such representationsIndemnifiable Losses which, warranties in the aggregate, exceed a $750,000 aggregate deductible, it being acknowledged and agreed that the Selling Group Members will only be obligated to indemnify the Buyer Indemnified Persons from and against such further Indemnifiable Losses in excess of such $750,000 deductible amount; (C) except for Indemnifiable Losses caused by the breach of an Excluded Representation or covenants Warranty, the Selling Group Members shall not have any obligation to indemnify the Buyer Indemnified Persons from and against any Indemnifiable Losses caused by the breach of any representation or warranty contained in Section 4 of this Agreement, any Lodi Environmental Liabilities or any Threatened Claims to the extent the indemnification claims which the Selling Group Members have, in the aggregate, paid, discharged or otherwise satisfied, exceed an aggregate ceiling of $6,000,000, it being acknowledged and agreed that the maximum liability of the Selling Group Members to the Buyer Indemnified Persons in respect of such Indemnifiable Losses shall be the aggregate amount of $6,000,000; and (including D) with regard to any breach of any representations of the covenants set forth in subsections (c), (d) or warranties deemed (e) of Section 8 hereof, (1) Morgxx xxxll be solely liable to have been made by the delivery Buyer Indemnified Persons for any breach of any certificate); such covenant(s) by Morgxx, xxd neither Fishxx, xxr any other Selling Group Member, shall have any liability to the Buyer Indemnified Persons for such breach and (iii2) Fishxx xxx each of the other Selling Group Members (other than Morgxx) xxall be solely liable to the Buyer Indemnified Persons for any claim by any third party, seeking to assert, or based upon ownership or rights to ownership breach of any Acquired Asset; covenant(s) by Fishxx xx such other Selling Group Member (iv) any claimother than Morgxx), action or proceeding asserted or instituted against xnd Morgxx xxxll have no liability to the BuyerBuyer Indemnified persons for such breach. Notwithstanding anything to the contrary contained herein, or any the limitations set forth in the foregoing provisions of its properties or assets, by any third party for Damages suffered by such third party by reason of or resulting from (A) any Excluded Liability, clauses (B) the ownership or operation of the Excluded Assets, the Division or the Business prior to the Closing, or and (C) any actions taken or omitted to be taken by the Seller prior above shall not apply to the Closing (other than Assumed Liabilities); and (v) any Liabilities arising from the Seller's failure to comply with the provisions willful breach of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreementrepresentation or warranty.

Indemnification Provisions for Benefit of the Buyer. The Seller shall indemnify the agrees to indemnify, defend and hold harmless Buyer and each of its officers, directors, agentsofficers and Affiliates against and in respect of all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and each personexpert witness fees and disbursements in connection with investigating, if anydefending or settling any action or threatened action), who controls the Buyer within the meaning arising out of the Securities Act any claim, damages, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated or otherwise existing in respect of any matter (each a "BUYER INDEMNIFIED PARTY" and collectively, the "BUYER INDEMNIFIED PARTIESLosses") that results from: (a) the breach of any representation or warranty made by Seller herein, or resulting from any misrepresentation or breach of warranty, all determined as if all materiality and knowledge provisions were not contained therein (for this purpose only those qualifiers containing the defined term "Knowledge" shall constitute knowledge qualifiers), or nonfulfillment of any agreement or covenant of Seller contained herein or in any agreement or instrument required to be entered into in connection herewith or from any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by Seller hereunder; provided, however, that the Seller shall be liable under this ss. (a) in respect ofof Losses if the aggregate of such Losses exceeds $10,000,000 in which case the Seller will be liable for all Losses relating back to the first dollar; provided, and hold them harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or that for Losses pursuant to become due or otherwisethis ss.9.2(a), monetary damagesindividual claims that are less than $200,000 shall be excluded for all purposes and, finesprovided, feesfurther, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid to enforce that the provisions maximum liability of this Section 7 and amounts paid in settlement, interest, court costs, costs Seller for aggregate Losses arising from the breach of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation), but excluding any consequential damages ("DAMAGES") incurred or suffered by any of the foregoing parties resulting from, relating to or constituting: (i) fraud, intentional misrepresentation or a deliberate or willful breach by the Seller of any of its representations, warranties or covenants under this Agreement (including any representations or warranties deemed to have been made by the delivery of any certificate), any Ancillary Document or certificateshall not exceed $50,000,000; (iib) any Liability of the Seller (including any liability of the Seller existing prior to or resulting from actions taken or events occurring prior to Closing), other than an Assumed Liability (including any Liability that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law). 9.1 and 9.2(a) hereof relating to their obligations in respect of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty or failure to perform non-fulfillment of an agreement or covenant as described in ss. 9.2(a), shall not apply. Buyer shall provide Seller written notice for any covenant or agreement claim made in respect of the Seller contained indemnification provided in this Agreement (including any misrepresentation ss. 9.2, whether or breach of warranty deemed to have been made by the delivery of any certificate), or by reason of any claim, action or proceeding asserted or instituted not arising out of any matter constituting a breach of such representations, warranties or covenants (including any breach of any representations or warranties deemed to have been made by the delivery of any certificate); (iii) any claim by any a third party. Notwithstanding the foregoing, seeking to assert, or based upon ownership or rights to ownership of any Acquired Asset; (iv) any claim, action or proceeding asserted or instituted against the Buyer, or any of its properties or assets, by any third party for Damages suffered by such third party by reason of or resulting from (A) any Excluded Liability, (B) the ownership or operation of the Excluded Assets, the Division or the Business prior to the Closing, or (C) any actions taken or omitted to Assumed Liabilities shall in no event be taken by the Seller prior to the Closing (other than Assumed Liabilities); and (v) any Liabilities arising from the Seller's failure to comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by considered a Loss under this Agreementss. 9.