Other Indemnification by Purchaser. (j) (1) From and after the Closing Date, Purchaser shall indemnify and save and hold harmless the Seller Indemnitees from and against any Covered Losses incurred or suffered by any such Seller Indemnitees to the extent resulting from or arising out of: (A) any misrepresentation of or inaccuracy in any representation or warranty of Purchaser referenced in Section 9.01(a) (determined without regard to any qualification or exception contained therein relating to materiality or any similar qualification or standard); (B) any nonfulfillment or breach of any covenant or agreement made by Purchaser in this Agreement that survives the Closing Date pursuant to Section 9.01(b); (C) the Assumed Liabilities; and (D) subject to Section 9.01(b), the operation of the Business after the Closing.
(i) The Seller Indemnitees shall not be entitled to assert any indemnification pursuant to this Section 9.03 after the expiration of the applicable survival period referenced in Section 9.01; provided, however, that if, on or prior to such expiration of the applicable survival period, a notice of claim shall have been given to Purchaser in accordance with Section 9.04 for such indemnification, the Seller Indemnitees shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX.
(ii) Any indemnification of a Seller Indemnitee pursuant to this Section 9.03 shall be effected by wire transfer or transfers of immediately available funds from Purchaser to an account or accounts designated in writing by the applicable Seller Indemnitee to Purchaser within 15 days after the final determination thereof.
Other Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Principal Seller Indemnitee against and hold it harmless from any Loss suffered or incurred by such Principal Seller Indemnitee (without duplication for any Loss (i) relating to Taxes, for which indemnification is provided under Section 8.01 or (ii) for which indemnification may be provided under more than one provision of this Section 8.03) to the extent arising from:
(i) any breach on the Closing Date, or to the extent such representation or warranty expressly relates to an earlier date, on such earlier date, of any representation or warranty of Purchaser contained in this Agreement or in any Ancillary Agreement;
(ii) any breach of any covenant of Purchaser contained in this Agreement or in any Ancillary Agreement;
(iii) any guarantee or obligation to assure performance given or made by Principal Seller or any affiliate of Principal Seller with respect to any obligation relating to the Acquired Business;
(iv) any liability, obligation or commitment, whether arising before, on or after the Closing Date, arising primarily out of the operation or conduct of the Acquired Business, including any Assumed Liability (other than any Excluded Liability and any other item which Principal Seller has expressly agreed to pay or perform pursuant to this Agreement or for which indemnification is provided under Section 8.02);
(v) any use by Purchaser of (i) any name or word set forth in Section 5.17, including any names or words confusingly similar thereto or (ii) any Supplies stating or otherwise indicating thereon that the Acquired Business is a division or unit of Principal Seller; and
(vi) any fees, expenses or other payments incurred or owed by Purchaser to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement.
(b) Purchaser shall not be required to indemnify any Principal Seller Indemnitee, and shall not have any liability:
(i) under clauses (i) and (ii) of Section 8.03(a) for any breach if Section 6.05 is applicable to such breach;
(ii) under clauses (i) and (ii) of Section 8.03(a) unless the aggregate amount of all Losses for which Purchaser would, but for this clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to $1,500,000, and then only to the extent of any such excess; or
(iii) under clauses (i) and (ii) of Section 8.02(b) if the aggregate amount of Losses for which Purc...
Other Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Seller Indemnitee against and hold it harmless from any Loss suffered or incurred by such Seller Indemnitee (other than any Loss relating to Taxes, for which the exclusive indemnification provisions are set forth in Section 9.01) to the extent arising from:
(i) any representation or warranty of Purchaser contained in this Agreement not being true and correct when made or at the Closing;
(ii) any breach of any covenant of Purchaser contained in this Agreement, other than Section 6.01(c) or 6.04;
(iii) any JV Liabilities;
(iv) obligations arising following the Closing under any AGA Guaranty other than as a result of any action taken or omitted to be taken by AGA or any AGA Subsidiary; and
(v) any fees, expenses or other payments incurred or owed by Purchaser to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the Transactions.
Other Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Losses (other than any Loss relating to Taxes, for which indemnification provisions are set forth in Section 7.01), to the extent arising or resulting from any of the following:
(i) any breach of any representation or warranty of Purchaser contained in this Agreement or any other certificate or document delivered by Purchaser to Sellers with respect to such representations or warranties; and
(ii) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation of Purchaser contained in this Agreement.
Other Indemnification by Purchaser. (a) Purchaser shall, and shall cause its affiliates to, indemnify, defend and hold harmless Sellers and their affiliates (other than the Companies and their subsidiaries) and each of their respective agents, partners, employees, directors, officers, trustees and representatives against any Loss suffered or incurred by any such indemnified party to the extent arising from:
(i) any breach of any representation or warranty of Purchaser contained in Article IV of this Agreement (other than Section 4.24) or any certificate delivered by Purchaser to Sellers with respect to such representations or warranties;
(ii) any breach of any covenant or other agreement of Purchaser contained in this Agreement (other than Section 5.31); and
(iii) all obligations, liabilities and commitments of whatever kind and nature, primary or secondary, direct or indirect, express, implied, liquidated, absolute, contingent or otherwise, known or unknown, whether or not accrued, of the Companies or their subsidiaries arising from facts or circumstances in existence at or prior to the Closing, including any such obligations, liabilities or commitments relating to (A) any Contract or oral contract, permit, plan or other commitment or agreement to which any of the Companies or their subsidiaries is a party or by which any of the Companies or their subsidiaries or any of their properties or assets is bound, (B) any Company Benefit Plan or (C) any Proceeding, except, in the case of each of clauses (A), (B) and (C), to the extent Sellers are required to provide indemnification for such obligations, liabilities and commitments under Sections 10.01, 10.02 or 10.03.
(b) Notwithstanding the foregoing,
(i) Purchaser shall not have any liability under clause (i) of Section 10.04(a) unless the aggregate of all such Losses for which Purchaser would, but for this Section 10.04(b)(i), be liable exceeds on a cumulative basis an amount equal to $3,300,000, and then Purchaser shall only have liability to the extent of such excess;
(ii) Purchaser shall not have any liability under clause (i) of Section 10.04(a) for any individual item where the Loss relating thereto is less than $50,000 and such items shall not be aggregated for purposes of any other clause of this Section 10.04(b); provided that the amounts of any individual items which are substantially similar shall be aggregated together for purposes of satisfying such $50,000 amount;
(iii) except in respect of a breach of the representations and warran...
Other Indemnification by Purchaser. (a) (i) From and after the Closing Date, Purchaser shall indemnify and save and hold harmless the Seller Indemnitees from and against any Covered Losses incurred or suffered by any such Seller Indemnitees to the extent resulting from or arising out of: (A) any misrepresentation of or inaccuracy in any representation or warranty of Purchaser referenced in Section 9.01(a) (determined without regard to any qualification or exception contained therein relating to materiality or any similar qualification or standard); (B) any nonfulfillment or breach of any covenant or agreement made by Purchaser in this Agreement that survives the Closing Date pursuant to Section 9.01(b); (C) the Assumed Liabilities; and (D) subject to Section 9.01(b), the operation of the Business after the Closing.
Other Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Losses (other than any Loss relating to Taxes, for which indemnification provisions are set forth in Section 8.01), to the extent arising or resulting from any of the following:
Other Indemnification by Purchaser. From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify each Seller Indemnitee against and hold it harmless from any Loss suffered or incurred by such Seller Indemnitee (other than relating to Taxes, for which indemnification provisions are set forth in Section 10.01) arising from, relating to or otherwise in respect of:
(a) any breach or inaccuracy of any representation or warranty given by Purchaser which survives the Closing contained in this Agreement; [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(b) any breach of or failure to perform any covenant of Purchaser or the Company requiring performance by it contained in this Agreement; and
(c) the conduct of the business of the Company after the Closing.
Other Indemnification by Purchaser. 90 SECTION 10.05 LIMITATIONS ON LIABILITY; COOPERATION...................92 SECTION 10.06 LOSSES NET OF INSURANCE, ETC............................93
Other Indemnification by Purchaser. 55 SECTION 7.04.
