Common use of INDEMNITY AGREEMENT OF RII SUB AND THE PARENT Clause in Contracts

INDEMNITY AGREEMENT OF RII SUB AND THE PARENT. RII Sub and the Parent shall jointly and severally indemnify, defend, reimburse and hold harmless Peanut City and the Shareholders from and against: (a) any and all claims, demands, penalties, fines, liabilities, obligations, losses, settlements, damages, costs and expenses pertaining to the Peanut City Assets and Business which arise from any event occurring on or after the Closing resulting from: (1) any inaccuracy in, or breach of, any representation and warranty or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in this Agreement; (2) any misrepresentation in or omission from or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in any Transaction Document furnished or to be furnished to Peanut City by RII Sub or the Parent pursuant to this Agreement; (3) any Liability of Peanut City arising out of the Assumed Contracts; (4) any Environmental Claim in excess of the amount or beyond the time limitations for which Recycling is entitled to indemnification pursuant to Sections 12.2(b)(2), 12.2(b)(4) and 12.2(b)(5), and any Environmental Claims which are the result of events, actions, occurrences or the operation of the Business after the Closing Date other than those Environmental Claims encompassed by Section 12.2(b)(3); (5) any infringement claim related to any patent, invention, trade secret, trademark, service xxxx, trade name or copyright where the infringement alleged is related to products designed by Recycling after the Closing Date; (6) any liabilities to employees of the Business that arise as a result of actions of RII Sub or the Parent after the Closing Date; (7) any and all Liabilities relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; (8) all federal, state, county, local, foreign and other taxes, including income taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, property taxes and import duties, and any penalties or interest, whether or not measured in whole or in part by net income required to be paid by RII Sub relating to the Business after the Closing Date which are not paid RII Sub or the Parent and which Peanut City or the Shareholders pay; (9) any and all negligence claims relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; and (10) reasonable fees and disbursement of counsel incident to any of the foregoing. Notwithstanding anything in this Section 12.3 to the contrary, no indemnification claim which could have been asserted by Peanut City or the Shareholders under Sections 12.3(a)(1) or 12.3(a)(2), but for materiality or Knowledge qualifiers may be asserted under Sections 12.3(a)(3) through 12.3(a)(9).

INDEMNITY AGREEMENT OF RII SUB AND THE PARENT. RII Sub and the Parent shall jointly and severally indemnify, defend, reimburse and hold harmless Peanut City Seller and the Shareholders Seller Owners from and against: (a) any and all claims, demands, penalties, fines, liabilities, obligations, losses, settlements, damages, costs and expenses pertaining to the Peanut City Seller Assets and Business which arise from any event occurring on or after the Closing resulting from: (1) any inaccuracy in, or breach of, any representation and warranty or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in this Agreement; (2) any misrepresentation in or omission from or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in any Transaction Document other agreement, certificate or other instrument furnished or to be furnished to Peanut City Seller by RII Sub or the Parent pursuant to Article 11 of this Agreement; (3) any Liability liability of Peanut City Seller arising out of the Assumed Contracts, unless such liability is due to the actions of Seller, or other action, events and occurrences prior to the Closing Date; (4) any Environmental Claim in excess of the amount or beyond the time limitations for which Recycling is entitled to indemnification pursuant to Sections 12.2(b)(2), 12.2(b)(4) and 12.2(b)(5), and any Environmental Claims limited to the extent provided in Sections 7.2 and 7.3; (5) any liability for tort claims which are the result of actions, events, actions, occurrences or the operation of the Business after the Closing Date other than those Environmental Claims encompassed by Section 12.2(b)(3); (5) any infringement claim related to any patent, invention, trade secret, trademark, service xxxx, trade name or copyright where the infringement alleged is related to products designed by Recycling after the Closing Date; (6) any liabilities to employees of the Business that arise as a result of actions of RII Sub or the Parent after the Closing Date; (7) any and all Liabilities relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; (8) all federal, state, county, local, foreign and other taxes, including income taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, property taxes and import duties, and any penalties or interest, whether or not measured in whole or in part by net income required to be paid business by RII Sub relating to the Business after the Closing Date which are not paid RII Sub on or the Parent and which Peanut City or the Shareholders pay; (9) any and all negligence claims relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; and (106) reasonable fees and disbursement of counsel incident to any of the foregoing. . (b) Notwithstanding anything the foregoing, RII Sub and Parent shall not be required to indemnify Seller and the Seller Owners until the amount of indemnification for any individual matter equals or exceeds $15,000 and the aggregate amount of indemnification for all matters equals or exceeds $100,000, at which time RII Sub and Parent shall indemnify and reimburse Seller and the Seller Owners for all such amounts incurred for each matter in this excess of $15,000, up to an aggregate liability for all such claims of $3,500,000, PROVIDED, HOWEVER, that the foregoing limitations shall not apply to any Environmental Claims pursuant to Sections 7.2 and 7.3, to any claims for breach of the Assumed Contracts, any failure by RII Sub to pay the deferred compensation amount assumed pursuant to Section 12.3 to the contrary2.5, no indemnification claim which could have been asserted by Peanut City or the Shareholders under Sections 12.3(a)(1) failure of RII Sub or 12.3(a)(2), but for materiality or Knowledge qualifiers may be asserted under Sections 12.3(a)(3) through 12.3(a)(9)Parent to deliver the Purchase Price as and when required herein.

INDEMNITY AGREEMENT OF RII SUB AND THE PARENT. RII Sub and the Parent shall jointly and severally indemnify, defend, reimburse and hold harmless Peanut City Seller and the Shareholders from and against: (a) any and all claims, demands, penalties, fines, liabilities, obligations, losses, settlements, damages, costs and expenses pertaining to the Peanut City Seller Assets and Business which arise from any event occurring on or after the Closing resulting from: (1) any inaccuracy in, or breach of, any representation and warranty or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in this Agreement; (2) any misrepresentation in or omission from or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in any Transaction Document other agreement, certificate or other instrument furnished or to be furnished to Peanut City Seller by RII Sub or the Parent pursuant to Article 11 of this Agreement; (3) any Liability liability of Peanut City Seller arising out of the Assumed Contracts, unless such liability is due to the actions of Seller, or other action, events and occurrences prior to the Closing Date; (4) the violation or alleged violation by RII Sub or the Parent of any Environmental Claim in excess Law or any orders, requirements or demands of any governmental authorities related thereto, arising out of events or circumstances occurring after the amount or beyond the time limitations Closing Date; (5) any liability for which Recycling is entitled to indemnification pursuant to Sections 12.2(b)(2), 12.2(b)(4) and 12.2(b)(5), and any Environmental Claims tort claims which are the result of actions, events, actions, occurrences or the operation of the Business after the Closing Date other than those Environmental Claims encompassed by Section 12.2(b)(3); (5) any infringement claim related to any patent, invention, trade secret, trademark, service xxxx, trade name or copyright where the infringement alleged is related to products designed by Recycling after the Closing Date; (6) any liabilities to employees of the Business that arise as a result of actions of RII Sub or the Parent after the Closing Date; (7) any and all Liabilities relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; (8) all federal, state, county, local, foreign and other taxes, including income taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, property taxes and import duties, and any penalties or interest, whether or not measured in whole or in part by net income required to be paid business by RII Sub relating to the Business after the Closing Date which are not paid RII Sub on or the Parent and which Peanut City or the Shareholders pay; (9) any and all negligence claims relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; and (106) reasonable fees and disbursement of counsel incident to any of the foregoing. . (b) Notwithstanding anything in this Section 12.3 the foregoing, RII Sub and Parent shall not be required to indemnify Seller and the Shareholders until the aggregate amount of indemnification for all matters equals or exceeds $50,000, at which time RII Sub and Parent shall indemnify and reimburse Seller and the Shareholders for all such amounts incurred (including the first $50,000) up to an aggregate liability for such claims of $950,000 PROVIDED, HOWEVER, that the foregoing limitations shall not apply to the contrary, no indemnification claim which could have been asserted by Peanut City failure of RII Sub or Parent to deliver the Shareholders under Sections 12.3(a)(1) or 12.3(a)(2), but for materiality or Knowledge qualifiers may be asserted under Sections 12.3(a)(3) through 12.3(a)(9)Purchase Price as and when required herein.

INDEMNITY AGREEMENT OF RII SUB AND THE PARENT. RII Sub and the Parent shall jointly and severally indemnify, defend, reimburse and hold harmless Peanut City Money Point and the Shareholders from and against: (a) any and all claims, demands, penalties, fines, liabilities, obligations, losses, settlements, damages, costs and expenses pertaining to the Peanut City Money Point Assets and Business which arise from any event occurring on or after the Closing resulting from: (1) any inaccuracy in, or breach of, any representation and warranty or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in this Agreement; (2) any misrepresentation in or omission from or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in any Transaction Document furnished or to be furnished to Peanut City Money Point by RII Sub or the Parent pursuant to this Agreement; (3) any Liability of Peanut City Money Point arising out of the Assumed Contracts; (4) any Environmental Claim in excess of the amount or beyond the time limitations for which Recycling is entitled to indemnification pursuant to Sections 12.2(b)(2), 12.2(b)(4) and 12.2(b)(5), and any Environmental Claims which are the result of events, actions, occurrences or the operation of the Business after the Closing Date other than those Environmental Claims encompassed by Section 12.2(b)(3); (5) any infringement claim related to any patent, invention, trade secret, trademark, service xxxx, trade name or copyright where the infringement alleged is related to products designed by Recycling after the Closing Date; (6) any liabilities to employees of the Business that arise as a result of actions of RII Sub or the Parent after the Closing Date; (7) any and all Liabilities relating to the Business or the Peanut City Money Point Assets arising out of occurrences and events after the Closing Date; (8) all federal, state, county, local, foreign and other taxes, including income taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, property taxes and import duties, and any penalties or interest, whether or not measured in whole or in part by net income required to be paid by RII Sub relating to the Business after the Closing Date which are not paid RII Sub or the Parent and which Peanut City Money Point or the Shareholders pay; (9) any and all negligence claims relating to the Business or the Peanut City Money Point Assets arising out of occurrences and events after the Closing Date; and (10) reasonable fees and disbursement of counsel incident to any of the foregoing. Notwithstanding anything in this Section 12.3 to the contrary, no indemnification claim which could have been asserted by Peanut City Money Point or the Shareholders under Sections 12.3(a)(1) or 12.3(a)(2), but for materiality or Knowledge qualifiers may be asserted under Sections 12.3(a)(3) through 12.3(a)(9).

INDEMNITY AGREEMENT OF RII SUB AND THE PARENT. RII Sub and the Parent shall jointly and severally indemnify, defend, reimburse and hold harmless Peanut City the Company and the Shareholders Members from and against: (a) any and all claims, demands, penalties, fines, liabilities, obligations, losses, settlements, damages, costs and expenses pertaining to the Peanut City Company Assets and Business which arise from any event occurring on or after the Closing resulting from: (1) any inaccuracy in, or breach of, any representation and warranty or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in this Agreement; (2) any misrepresentation in or omission from or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in any Transaction Document furnished or to be furnished to Peanut City the Company by RII Sub or the Parent pursuant to this Agreement; (3) any Liability of Peanut City the Company arising out of the Assumed Contracts; (4) any Environmental Claim in excess of the amount or beyond the time limitations for which Recycling is entitled to indemnification pursuant to Sections 12.2(b)(2), 12.2(b)(4) and 12.2(b)(5), and any Environmental Claims which are the result of events, actions, occurrences or the operation of the Business after the Closing Date other than those Environmental Claims encompassed by Section 12.2(b)(3); (5) any infringement claim related to any patent, invention, trade secret, trademark, service xxxx, trade name or copyright where the infringement alleged is related to products designed by Recycling after the Closing Date; (65) any liabilities to employees of the Business that arise as a result of actions of RII Sub or the Parent after the Closing Date; (76) any and all Liabilities relating to the Business or the Peanut City Company Assets arising out of occurrences and events after the Closing Date; (8) 7) all federal, state, county, local, foreign and other taxes, including income taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, property taxes and import duties, and any penalties or interest, whether or not measured in whole or in part by net income required to be paid by RII Sub relating to the Business after the Closing Date which are not paid RII Sub or the Parent and which Peanut City the Company or the Shareholders Members pay; (9) 8) any and all negligence claims relating to the Business or the Peanut City Company Assets arising out of occurrences and events after the Closing Date; and (109) reasonable fees and disbursement of counsel incident to any of the foregoing. . (b) Notwithstanding anything in this Section 12.3 the foregoing, Recycling's liability pursuant to the contrary, no indemnification claim which could have been asserted by Peanut City or the Shareholders under Sections 12.3(a)(1) or 12.3(a)(2), but for materiality or Knowledge qualifiers may be asserted under Sections 12.3(a)(3) through 12.3(a)(9).this

INDEMNITY AGREEMENT OF RII SUB AND THE PARENT. RII Sub and the Parent shall jointly and severally indemnify, defend, reimburse and hold harmless Peanut City Seller and the Shareholders Owners from and against: (a) any and all claims, demands, penalties, fines, liabilities, obligations, losses, settlements, damages, costs and expenses pertaining to the Peanut City Seller Assets and Business which arise from any event occurring on or after the Closing resulting from: (1) any inaccuracy in, or breach of, any representation and warranty or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in this Agreement; (2) any misrepresentation in or omission from or nonfulfillment of any covenant on the part of RII Sub or the Parent contained in any Transaction Document other agreement, certificate or other instrument furnished or to be furnished to Peanut City Seller by RII Sub or the Parent pursuant to this Agreement; (3) any Liability liability of Peanut City Seller arising out of the Assumed Contracts, unless such liability is due to the actions of Seller, or other action, events and occurrences prior to the Closing Date; (4) any Environmental Claim in excess of the amount or beyond the time limitations for which Recycling is entitled to indemnification pursuant to Sections 12.2(b)(2), 12.2(b)(4) and 12.2(b)(5), and any Environmental Claims limited to the extent provided in Sections 7.2, 7.3 and 7.4; (5) any liability for tort claims which are the result of actions, events, actions, occurrences or the operation of the Business after the Closing Date other than those Environmental Claims encompassed by Section 12.2(b)(3); (5) any infringement claim related to any patent, invention, trade secret, trademark, service xxxx, trade name or copyright where the infringement alleged is related to products designed by Recycling after the Closing Date; (6) any liabilities to employees of the Business that arise as a result of actions of RII Sub or the Parent after the Closing Date; (7) any and all Liabilities relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; (8) all federal, state, county, local, foreign and other taxes, including income taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment and payroll related taxes, property taxes and import duties, and any penalties or interest, whether or not measured in whole or in part by net income required to be paid business by RII Sub relating to the Business after the Closing Date which are not paid RII Sub on or the Parent and which Peanut City or the Shareholders pay; (9) any and all negligence claims relating to the Business or the Peanut City Assets arising out of occurrences and events after the Closing Date; and (106) reasonable fees and disbursement of counsel incident to any of the foregoing. . (b) Notwithstanding anything the foregoing, RII Sub and Parent shall not be required to indemnify Seller and the Owners until the amount of indemnification for any individual matter equals or exceeds $15,000 and the aggregate amount of indemnification for all matters equals or exceeds $100,000, at which time RII Sub and Parent shall indemnify and reimburse Seller and the Owners for all such amounts incurred for each matter in this excess of $15,000, up to an aggregate liability for all such claims of $3,500,000; PROVIDED, HOWEVER, that the foregoing limitations shall not apply to any Environmental Claims pursuant to Sections 7.4, 7.3 and 7.5, or to any claims for breach of the Assumed Contracts, or to failure of RII Sub or Parent to deliver the consideration as required under Section 12.3 to the contrary, no indemnification claim which could have been asserted by Peanut City or the Shareholders under Sections 12.3(a)(1) or 12.3(a)(2), but for materiality or Knowledge qualifiers may be asserted under Sections 12.3(a)(3) through 12.3(a)(9)11.2.