Common use of Obligation of the Sellers to Indemnify Clause in Contracts

Obligation of the Sellers to Indemnify. From and after the applicable Closing Date, subject to Article VII and Sections 8.3, 8.4 and 8.5, the Sellers shall, severally and not jointly (based on each Seller’s Ownership Percentage), indemnify, defend and hold harmless the Buyers and each of their respective directors, officers, employees, agents, affiliates and Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”), from and against all liabilities, losses and damages, plus reasonable attorneys’ fees, court costs and other out-of-pocket expenses (collectively, “Losses”) that arise out of, or result from, (a) the breach or inaccuracy of any representation or warranty of the Sellers contained in this Agreement or in any agreement, certificate or other instrument delivered by the Sellers pursuant to this Agreement to the extent not waived in writing by the Buyers, (b) the inaccuracy of any certificate delivered by the Sellers pursuant to Section 2.4(e), (c) the breach of any covenant or agreement of the Sellers contained in this Agreement or in any agreement, certificate or other instrument delivered by the Sellers pursuant to this Agreement, and (d) any of the liabilities or obligations of the Sellers or any Affiliate of the Sellers (including any liabilities or obligations under any Tax-sharing agreements) with respect to Taxes on account of or with respect to one or more of the Transferred Companies or Projects, the nonpayment of which could result in a lien on, or that are attributable to the ownership or operations of the Transferred Companies prior to applicable Closing or to the sale of the Transferred Interests pursuant to this Agreement (whether or not the applicable Tax period(s) ends on, before or after such Closing) . For purposes of this Section 8.1, any Losses attributable to one Seller shall be deemed to be attributable to all Sellers, but each Seller’s individual responsibility for such Losses shall be based on its respective Seller’s Ownership Percentage.

Obligation of the Sellers to Indemnify. From The Sellers jointly and after the applicable Closing Date, subject severally agree to Article VII and Sections 8.3, 8.4 and 8.5, the Sellers shall, severally and not jointly (based on each Seller’s Ownership Percentage), indemnify, defend and hold harmless the Buyers Buyer (and each of their respective its directors, officers, employees, agents, affiliates and Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”), assigns) from and against all losses, liabilities, losses and damages, plus deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ fees' fees and disbursements) ("Losses") based upon, court costs and other out-of-pocket expenses (collectively, “Losses”) that arise arising out of, of or result from, (a) the breach or inaccuracy otherwise in respect of any representation inaccuracy in or warranty of the Sellers contained in this Agreement or in any agreement, certificate or other instrument delivered by the Sellers pursuant to this Agreement to the extent not waived in writing by the Buyers, (b) the inaccuracy of any certificate delivered by the Sellers pursuant to Section 2.4(e), (c) the breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement or in any agreement, certificate document or other instrument papers delivered pursuant to Sections 3 or 6. The Sellers also jointly and severally agree to indemnify and hold harmless the Buyer (and its directors, officers, employees, affiliates and assigns) payments made by the Sellers Buyer in respect of Liabilities of the Company which exceed Permitted Liabilities (as referred to in Section 8.5), including, without limitation, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements). The obligation to indemnify set forth in this Section 10.1 are hereinafter referred to as the "Joint Obligation." Each Seller agrees to indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of such Seller contained in Section 4.1 or 4.2 or in any document or other papers delivered pursuant to this AgreementSections 4.1, and 4.2 or 6 (d) any of the liabilities or obligations of the Sellers or any Affiliate of the Sellers (including any liabilities or obligations under any Tax-sharing agreements) with respect to Taxes on account of or with respect to one or more of the Transferred Companies or Projects, the nonpayment of which could result in a lien on, or that are attributable to the ownership or operations of the Transferred Companies prior to applicable Closing or to the sale of the Transferred Interests pursuant to this Agreement (whether or not the applicable Tax period(s) ends on, before or after such Closing) . For purposes of this Section 8.1, any Losses attributable to one Seller shall be deemed to be attributable to all Sellers, but each Seller’s individual responsibility for such Losses shall be based on its respective Seller’s Ownership Percentage"Individual Obligation").

Obligation of the Sellers to Indemnify. From and after Subject to the applicable Closing Dateterms of this Article 10, subject to Article VII and Sections 8.3each Seller, 8.4 and 8.5, the Sellers shall, severally for itself only and not jointly in the case of the indemnification provided in clauses (based on each Seller’s Ownership Percentage)a) and (c) of this Section 10.1, and jointly and severally in the case of the indemnification provided in clause (b) of this Section 10.1, agrees to indemnify, defend and hold harmless the Buyers and each of Parent, Holdco and Merger Sub S, their affiliates, and the respective directors, officers, shareholders, partners, employees, agents, affiliates agents and Representatives, and representatives of each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”), them from and against all liabilitiesLosses (other than Company Excluded Claims) they may suffer based upon, losses and damages, plus reasonable attorneys’ fees, court costs and other out-of-pocket expenses (collectively, “Losses”) that arise arising out of, of or result from, otherwise in respect of the following: (a) the any breach of or inaccuracy of in any representation or warranty made by any Seller, individually in Section 4.2 hereof; (b) any breach of the Sellers contained in this Agreement or inaccuracy in any agreement, certificate representation or other instrument delivered warranty made by the Sellers pursuant to this Agreement to in Section 4.1 hereof or in the extent not waived in writing by the Buyers, (b) the inaccuracy of any certificate delivered by the Sellers pursuant to Section 2.4(e), 7.2.3; or (c) the any breach or violation of any covenant or agreement made by any Seller for itself or on behalf of the Sellers contained Company or its Subsidiaries in this Agreement or in any agreement, certificate or other instrument documents delivered by to the Sellers Parent Entities at the Closing hereunder. For all purposes of any claim for indemnification pursuant to this AgreementSection 10.1, all materiality and Material Adverse Effect qualifications or limitations (dother than as contained in Sections 4.1.6, 4.1.7 and 4.1.16(a)(iv)) shall be disregarded for purposes of determining whether there has been any breach or inaccuracy in any representation or warranty the subject of any such claim. The Sellers shall not be entitled to make any claim for indemnity or contribution against the Company or any of the liabilities or obligations its Subsidiaries in respect of the Sellers or any Affiliate of the Sellers (including any liabilities or their indemnification obligations under this Section 10.1 in the event of any Tax-sharing agreements) with respect to Taxes on account breach of or with respect to one or more of the Transferred Companies or Projects, the nonpayment of which could result in a lien on, or that are attributable to the ownership or operations of the Transferred Companies prior to applicable Closing or to the sale of the Transferred Interests pursuant to this Agreement (whether by the Company or not the applicable Tax period(s) ends on, before or after such Closing) . For purposes of this Section 8.1, any Losses attributable to one Seller shall be deemed to be attributable to all Sellers, but each Seller’s individual responsibility for such Losses shall be based on its respective Seller’s Ownership PercentageSubsidiaries.

Obligation of the Sellers to Indemnify. From Subject to the limitations contained in Article 10 and Section 11.4, from and after the applicable Closing Date, subject to Article VII and Sections 8.3, 8.4 and 8.5, Date the Sellers shallshall be jointly and severally liable to, severally and not jointly (based on each Seller’s Ownership Percentage), shall indemnify, defend and hold harmless the Buyers Buyer, NFO and each the Company (and any of their respective directors, officers, partners, employees, agentsagents and affiliates) (each, affiliates and Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Buyer an "NFO Indemnified Parties”), Party") from and against all claims, losses, liabilities, losses and damages, plus deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ fees, court costs fees of attorneys and other out-of-pocket expenses disbursements (collectively, “"Losses”") that arise (which, for the purposes hereof, shall also include the reasonable fees of attorneys and disbursements incurred by an NFO Indemnified Party in bringing a claim under this Agreement, prosecuting its rights of indemnity in respect of such claim and collecting any amounts awarded upon such claim) suffered, sustained or incurred or required to be paid by any such person due to, based upon, arising out of, of or result from, otherwise in respect of (ax) the breach any inaccuracy in or inaccuracy of any representation or warranty of the Sellers contained in this Agreement or in any agreement, certificate or other instrument delivered by the Sellers pursuant to this Agreement to the extent not waived in writing by the Buyers, (b) the inaccuracy of any certificate delivered by the Sellers pursuant to Section 2.4(e), (c) the breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement or any certificate required to be delivered in connection therewith, (y) 50% of any agreement, certificate or other instrument delivered by Loss resulting from the Sellers pursuant to this Agreementdisallowance of the allocation of step up from the acquisition costs of Infratest Xxxxx XX Holding in 1995 for trade tax purposes for the period ending on the Closing Date, and (dz) 50% of any Loss (income tax, trade tax or otherwise) resulting from the transfer of the liabilities or obligations of participations in non-German entities to Infratest Xxxxx International GmbH Holding in fiscal year 1995/96; provided, however, that the Sellers or any Affiliate of the Sellers (including any liabilities or obligations under any Tax-sharing agreements) with respect to Taxes on account of or with respect to one or more of the Transferred Companies or Projects, the nonpayment of which could result in a lien on, or that are attributable to the ownership or operations of the Transferred Companies prior to applicable Closing or to the sale of the Transferred Interests shall not be liable for indemnification pursuant to this Agreement clause (whether or not the applicable Tax period(sx) ends on, before or after such Closing) . For purposes of this Section 8.1, 11.1 in respect of any Losses attributable to one Seller shall be deemed to be attributable to all Sellers, but each Seller’s individual responsibility for such Losses shall be based on its respective Seller’s Ownership PercentageLoss that is less than DM25,000.