Indemnification Provisions for Benefit of the Purchaser. (a) In the event the Seller Parties breach, or in the event any third party alleges facts that, if true, would mean the Seller Parties have breached, any of its representations, warranties or covenants contained in this Agreement, provided that the Purchaser makes a written claim for indemnification against the Seller Parties, then SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of or caused by the breach or the alleged breach.
(b) SHOC and the Principals each jointly and severally agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of or caused by:
(i) any liability of the Seller which is not an Assumed Liability or in any way arising out of an act or omission of the Seller Parties prior to Closing (other than an Assumed Liability);
(ii) any liability of the Seller Parties that is imposed on the Purchaser by operation of law, including under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability, which is not an Assumed Liability;
(iii) any liability of the Seller Parties for the unpaid taxes which are not an Assumed Liability of any person as a transferee or successor, by contract, or otherwise; and
(iv) any other indemnity by a Seller Party under this Agreement. The indemnification provisions by SHOC and the Principals are joint and several. Accordingly, the Purchaser shall not be obligated to: (i) join all of SHOC and the Principals in any action under any indemnity hereunder; (ii) satisfy any actions or judgments against any Person or all of them; or (iii) pursue any available remedies against any particular Person or all of them, prior to pursuing remedies against and satisfying judgments or other collection rights against any other Person.
Indemnification Provisions for Benefit of the Purchaser. In the event the Company breaches any of its representations, warranties, and/or covenants contained herein and provided that the Purchaser makes a written claim for indemnification against the Company, then the Company agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Purchaser. In the event the Seller breaches any of its representations, warranties, and/or covenants contained herein or in the event any type of liability is or was created with regard to the Shares arising prior to Closing and provided that the Purchaser make a written claim for indemnification against the Seller, then the Seller agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Purchaser. In the event the Company breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 6.1, provided that the Purchaser makes a written claim for indemnification against the Company within the applicable survival period stated in Section 6.1, then the Company agrees to indemnify, defend and hold harmless the Purchaser and its directors, officers, and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act, from and against the entirety of any Adverse Consequences (as defined in Section 6.5) the Purchaser or any such persons may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Purchaser or any such persons may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Purchaser. In the event COCP breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Purchaser makes a written claim for indemnification against COCP, then COCP agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys’ fees and expenses.
Indemnification Provisions for Benefit of the Purchaser. (i) The Selling Parties shall indemnify the Purchaser from and against any and all claims, liabilities, actions or matters which shall result in monetary damages to the Company for any Federal, state or local taxes of the Company with respect to any tax year or portion thereof ending prior to the Closing Date; and any monetary damages to the Company for any actions by the Selling Parties from the end of the Company’s most recent fiscal year to the Closing Date, provided that the Purchaser does not change the fiscal year of the Company at any time, or cause any event to occur which would result in a change of accounting practices or procedures or other circumstances so that the liability for any such actions before or on the Closing Date or thereafter can not be readily determined in which event Selling Parties or the Company shall not be liable for any damages whatsoever.
(ii) The Selling Parties shall indemnify the Purchaser from and against any claims, liabilities, actions or matters which result in monetary damages to the Company for actions brought by the SEC against the Selling Parties or any of them for their violation of any laws, rules or regulation promulgated by the SEC which occurred prior to the Closing Date.
(iii) If any third party shall commence an action relating to a Company matter that occurred prior to the Closing, the Purchaser shall notify the Sellers Representative on behalf of each and all of the Selling Parties in writing, without delay, setting forth the details of such claim and furnishing the Sellers Representative with a copy of any complaint or other moving papers relating thereto, to enable the Selling Parties to defend and respond to such claim or action. The Selling Parties shall indemnify and hold harmless the Purchaser from and against any such claims, liabilities, actions or matters which result in monetary damages against the Company, provided that such action directly relates solely to matters that occurred prior to the Closing and were not caused by the action or inaction of the Purchaser.
Indemnification Provisions for Benefit of the Purchaser. In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached), in a manner which has a material adverse effect on the Purchaser, any of such Seller's representations, warranties, and covenants contained herein and, provided that the Purchaser makes a written claim for indemnification against the Seller pursuant to Section 9(c)(i) below, then the Sellers and the Group, jointly and severally, agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Purchaser may suffer 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). or otherwise.
Indemnification Provisions for Benefit of the Purchaser. This Section 8.2 and the other provisions of this Article VIII shall not apply to (i) any Products Liability Claim, which shall be governed exclusively by the provisions of Article IX of this Agreement, (ii) any breach of any representation or warranty of the Seller contained in Section 3.24 of this Agreement to the extent that such breach relates to the applicability of, or availability of coverage under, a Company Insurance Policy to a Products Liability Claim (a "Specified 3.24 Matter"), which shall be governed exclusively by the provisions of Article IX of this Agreement, (iii) any breach of any representation or warranty of the Seller contained in Section 3.34 of this Agreement, which shall be governed exclusively by the provisions of Article IX of this Agreement, or (iv) any Tax Claim, which shall be governed exclusively by the provisions of Article X of this Agreement. Subject to the limitations set forth in Section 8.1 above and except as provided in the preceding sentence, the Seller agrees to indemnify the Purchaser and its successors, permitted assigns, directors, officers, employees and Affiliates (including, from and after the Closing Date, the Company and the other members of the Minerals Group) (the "Purchaser Indemnitees") from and against all liabilities, losses, expenses, and fees, including court costs, reasonable attorneys' fees, judgments and settlements (collectively, "Losses;" any Loss expressed in a foreign currency shall be paid in the local currency or converted into United States dollars on the payment date), arising out of or resulting from (a) any breach of any representation or warranty of the Seller (other than breach of a Specified 3.24 Matter or breach of Section 3.34) contained in this Agreement, (b) the breach or nonperformance of any covenant or agreement of the Seller contained in this Agreement (except an agreement which is governed by Article IX or by Article X of this Agreement and except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement), (c) any Losses attributable to any Employee Benefit Plan established, maintained or contributed to by Seller and its ERISA Affiliates but excluding any Employee Benefit Plan established, maintained or contributed to by any member of the Minerals Group, and (d) the Special Indemnity. Notwithstanding the foregoing, for purposes of the indemnification provided under...
Indemnification Provisions for Benefit of the Purchaser. Notwithstanding any investigation at any time made by or on behalf of the Purchaser or any knowledge or information the Purchaser may have or be deemed to have, in the event the Sellers breach (or in the event a third party alleges facts that, if true, would mean the Sellers have breached) any of their representations, warranties or covenants contained in this Agreement or any certificate delivered by the Sellers pursuant to this Agreement, and provided that the Purchaser makes a written claim for indemnification against the Sellers prior to the expiration of any applicable survival period, then the Sellers will indemnify the Purchaser from and against the entirety of any losses, expenses (including reasonable attorneys', accountants' an experts' fees and expenses), damages and other liabilities, including Tax-related liabilities pursuant to Section 6 hereof (collectively, "Losses") suffered or incurred by the Purchaser or any of its Affiliates (including the Pioneer Companies), or any of their respective stockholders, directors, officers, employees and agents (collectively, the "Purchaser Indemnified Parties"), resulting from, arising out of, relating to, in the nature of or caused by such breach (including any Losses suffered or incurred by any Purchaser Indemnified Party with respect to such breach after the expiration of
Indemnification Provisions for Benefit of the Purchaser. In the event VAPO breaches any of its representations, warranties, and/or covenants contained herein and provided that the Purchaser make a written claim for indemnification against VAPO, then VAPO agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
