Common use of Indemnity Against Liabilities Clause in Contracts

Indemnity Against Liabilities. Winsonic and Shareholder agree to jointly and severally indemnify and hold harmless Parent, Merger Sub and the Surviving Corporation, and their respective officers, directors, employees and shareholders (“Indemnitees”) against and in respect of any and all: (i) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon (A) any breach of any representation, warranty, covenant, or agreement of Winsonic or Shareholder contained in this Agreement, (B) any obligation or liability of any nature, accrued or contingent, of Winsonic or any of its Subsidiaries not specifically disclosed to the Parent and Merger Sub in accordance with this Agreement; (ii) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the conduct of the business of Winsonic or any of its Subsidiaries prior to the Closing; (iii) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the relationship between Winsonic or any of its Subsidiaries and any of their shareholders, members, investors, agents, employees, officers, directors, representatives or associates or arising out of or based upon any agreements or negotiations between any such parties; and (iv) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the failure of Winsonic or any of its Subsidiaries to obtain the consent of any Person whose consent is required to effectuate the Surviving Corporation’s right to any of Winsonic’s or any of its Subsidiaries’ assets under the terms existing prior to the Merger.

Indemnity Against Liabilities. Winsonic Tytess and Shareholder agree to agree, jointly and severally severally, to indemnify and hold harmless Parent, Merger Sub and the Surviving Corporation, WinSonic and their respective officers, directors, employees and shareholders (“IndemniteesIndemnities”) against and in respect of any and all: (ia) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon (A) any breach of any representation, warranty, covenant, or agreement of Winsonic Tytess or Shareholder contained in this Agreement, (B) any obligation or liability of any nature, accrued or contingent, of Winsonic or any of its Subsidiaries Tytess not specifically disclosed to the Parent and Merger Sub WinSonic in accordance with this Agreement; (iib) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the conduct of the business of Winsonic or any of its Subsidiaries Tytess prior to the Closing; (iiic) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the relationship between Winsonic or Tytess and any of its Subsidiaries and any of their shareholdersShareholders, members, investorsofficers, agents, employees, officers, directors, representatives or associates or arising out of or based upon any agreements or negotiations between any such parties; and (ivd) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the failure of Winsonic or any of its Subsidiaries Tytess to obtain the consent of any Person person whose consent is required to effectuate the Surviving CorporationWinSonic’s right to any of WinsonicTytess’s or any of its Subsidiaries’ assets under the terms existing prior to the MergerAcquisition.

Indemnity Against Liabilities. Winsonic (a) Selling Corporation and Founding Shareholder agree to jointly and severally indemnify and hold harmless Parent, Merger Sub Global Path and the Surviving CorporationPurchaser, and their respective officers, directors, employees and shareholders Founding Shareholder (“Indemnitees”"Indemnities") against and in respect of any and all: (i) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon (A) any breach of any representation, warranty, covenant, or agreement of Winsonic Selling Corporation or Founding Shareholder contained in this Agreement, (B) any obligation or liability of any nature, accrued or contingent, of Winsonic or any of its Subsidiaries not specifically disclosed to associated with the Parent and Merger Sub in accordance with this Agreement;Purchased Assets. (ii) Claims, Claims suits, actions, and proceedings (formal or informal), investigations, ) of persons or entities other than the Purchaser and related judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the conduct of the business of Winsonic or any of its Subsidiaries Selling Corporation prior to the Closing;. (iiib) Claims, suits, actions, proceedings (formal The Purchaser or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the relationship between Winsonic or any of its Subsidiaries and any of their shareholders, members, investors, agents, employees, officers, directors, representatives or associates or arising out of or based upon any agreements or negotiations between any such parties; and (iv) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the failure of Winsonic or any of its Subsidiaries to obtain the consent another Indemnitee shall give Founding Shareholder prompt notice of any Person whose consent is required claim asserted or threatened against any Indemnitee on the basis of which such Indemnitee intends to effectuate seek indemnification from Selling Corporation or Founding Shareholder as herein provided (but the Surviving Corporation’s right to any obligations of Winsonic’s or any Selling Corporation and Founding Shareholder under this Section 3.05 shall not be conditioned upon receipt of its Subsidiaries’ assets under the terms existing prior to the Mergersuch notice).

Indemnity Against Liabilities. Winsonic AI and Shareholder agree to the Members agree, jointly and severally severally, to indemnify and hold harmless Parent, Merger Sub and the Surviving Corporation, WinSonic and their respective officers, directors, employees and shareholders (“Indemnitees”) against and in respect of any and all: (ia) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon (A) any breach of any representation, warranty, covenant, or agreement of Winsonic AI or Shareholder the Members contained in this Agreement, (B) any obligation or liability of any nature, accrued or contingent, of Winsonic or any of its Subsidiaries AI not specifically disclosed to the Parent and Merger Sub WinSonic in accordance with this Agreement; (iib) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the conduct of the business of Winsonic or any of its Subsidiaries AI prior to the Closing; (iiic) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the relationship between Winsonic or AI and any of its Subsidiaries and any of their shareholders, members, investorsofficers, agents, employees, officers, directors, representatives or associates or arising out of or based upon any agreements or negotiations between any such parties; and (ivd) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the failure of Winsonic or any of its Subsidiaries AI to obtain the consent of any Person person whose consent is required to effectuate the Surviving CorporationWinSonic’s right to any of WinsonicAI’s or any of its Subsidiaries’ assets under the terms existing prior to the MergerAcquisition.

Indemnity Against Liabilities. Winsonic Seller and Shareholder Purchaser agree to jointly and severally indemnify and hold harmless Parent, Merger Sub each other and Seller agrees to indemnify and hold harmless the Surviving Corporation, Purchaser Indemnitees and their respective officers, directors, employees and shareholders (“Indemnitees”) Purchaser agrees to hold harmless the Seller Indemnities against and in respect of any and all: (i) Claimsall losses, suits, actions, proceedings (formal or informal), investigations, judgments, deficienciesliabilities, damages, settlementsand expenses whatsoever (which shall include for all purposes of this Section 4.04, liabilitiesSection 4.05, and legal and other expenses (including legal Section 9.01, but not be limited to, reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of counsel chosen by any Indemniteeclaim or litigation) as and when incurred arising out of of, based upon, or based upon in connection with (Aa) (i) any breach of any representation, warranty, covenant, or agreement of Winsonic Seller or Shareholder Purchaser, as the case may be, contained in this Agreement or any other Transaction Agreement, (Bii) with respect to the Seller or the Seller Subsidiaries, any obligation or liability of Seller or any Seller Subsidiary of any nature, accrued or contingent, of Winsonic or any of its Subsidiaries not specifically disclosed to assumed by the Parent and Merger Sub Purchaser in accordance with this Agreement; (ii) Claims, suits, actions, proceedings (formal or informalSection 4.01(a)(iii), investigations, judgments, deficiencies, damages, settlements, liabilities(iv), and legal (v) and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the conduct of the business of Winsonic or any of its Subsidiaries prior to the Closing; (iii) Claimswith respect to the Purchaser, suitsany obligation or liability of Purchaser of any nature, actionsaccrued or contingent, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses before the date of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the relationship between Winsonic or any of its Subsidiaries and any of their shareholders, members, investors, agents, employees, officers, directors, representatives or associates or arising out of or based upon any agreements or negotiations between any such partiesthis Agreement; and (ivb) Claimsif the Closing takes place, suitsany act, actionsalleged act, proceedings (formal omission, or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of alleged omission occurring at or based upon the failure of Winsonic or any of its Subsidiaries to obtain the consent of any Person whose consent is required to effectuate the Surviving Corporation’s right to any of Winsonic’s or any of its Subsidiaries’ assets under the terms existing prior to the MergerClosing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated by any Transaction Agreement). The foregoing agreement to indemnify shall be in addition to any liability Seller or Purchaser, as the case may be, may otherwise have, including liabilities arising under this Agreement.