Common use of Other Indemnification by Purchaser Clause in Contracts

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. (j) (1) From and after the Closing DateInitial Closing, Purchaser shall indemnify Seller and save its Affiliates (and, with respect to clause (v) of this Section 13.03, their respective directors, officers, employees and representatives) against and hold them harmless the Seller Indemnitees from and against any Covered Losses incurred or suffered by Loss (other than any such Seller Indemnitees Loss relating to the matters covered by the indemnification provisions set forth in Section 13.01) to the extent resulting arising from or arising out of: (Ai) subject to Section 15.01, any misrepresentation breach 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); of its Affiliates contained in this Agreement, (Bii) any nonfulfillment or breach of any covenant of Purchaser or agreement made by Purchaser any of its Affiliates contained in this Agreement that survives (including any failure to offer employment to, or continue the Closing Date pursuant to employment of, a Covered Employee in accordance with Section 9.01(b12.01(a); ), (Ciii) any of the Assumed Liabilities; , (iv) the amendment, suspension or discontinuance of any Assumed Benefit Plan after the applicable Closing Date, (v) a Third Party Claim against Seller or any of its Affiliates or any of their respective directors, officers, employees and (D) subject to Section 9.01(b), representatives in connection with the operation arrangement of the Business after the Closing. Debt Financing or any information utilized in connection therewith, (ivi) The any breach of any sublease entered into between Seller Indemnitees shall not be entitled or its Subsidiaries and Purchaser with respect to assert any indemnification pursuant to this Section 9.03 after the expiration Leased Property or (vii) Seller’s payment of the applicable survival period referenced Purchaser’s obligations in Section 9.01respect of any Leased Property; provided, however, that if, on or prior (i) the total amount in respect of which Purchaser and its Affiliates shall be liable under this Agreement to such expiration of indemnify Seller and its Affiliates shall not exceed 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. Worldwide Purchase Price and (ii) Any for the avoidance of doubt, any indemnification of payment made by Seller or the relevant Selling Company to Purchaser and its Affiliates hereunder shall not be deemed a Loss for which Purchaser or its Affiliates must indemnify Seller Indemnitee pursuant or its Affiliates. Notwithstanding anything in this Agreement to this Section 9.03 the contrary, Seller and its Affiliates shall be effected by wire transfer exculpated from, and shall have no obligation under Section 13.02 in respect of, any Loss of Purchaser or transfers any of immediately available funds its Affiliates to the extent arising from any Third Party Claim against Purchaser or any of its Affiliates related to an account or accounts designated arising from Seller’s or its Affiliates’ cooperation with, or provision of information to, Purchaser or Purchaser’s Affiliates in writing by connection with the applicable Seller Indemnitee to Purchaser within 15 days after the final determination Debt Financing or any refinancing thereof.

Other Indemnification by Purchaser. (j) (1a) From and after the Closing DateClosing, Purchaser and the Companies, jointly and severally, shall indemnify and save each Seller Indemnitee against, and hold it harmless the Seller Indemnitees from and against from, any Covered Losses Loss suffered or incurred or suffered by any such Seller Indemnitees Indemnitee (other than any Loss relating to Taxes, for which indemnification provisions are set forth in Section 7.01) to the extent resulting from or arising out of: from: (Ai) any misrepresentation breach of or inaccuracy in any representation or warranty of Purchaser referenced contained in this Agreement or in any certificate delivered pursuant hereto; provided that for the purposes of this Section 9.01(a) (7.03, the existence of any breach of any representation and warranty and the amount of Losses resulting therefrom shall be determined without regard giving effect to any qualification or exception contained therein relating as to materiality or any similar qualification or standard); “Purchaser Material Adverse Effect”; (Bii) any nonfulfillment or breach of any covenant or agreement made by of Purchaser contained in this Agreement that survives Agreement; (iii) (A) all Liabilities, whether arising before, on or after the Closing Date date hereof, of any Company or the Post Business (including, for the avoidance of doubt, the Collective Bargaining Agreements, the Assumed Benefit Plans and the Assumed Benefit Agreements), (B) all Liabilities comprising Transferred Assets pursuant to the definition thereof set forth in Section 9.01(b); 1.03, and (C) all Liabilities arising under the Assumed Liabilities; guarantees, surety bonds and (D) subject to Section 9.01(bother credit support instruments listed on Schedule 3.09(a)(vi), in each case other than the operation of Excluded Liabilities and the Business other items which Seller has expressly agreed to pay or perform after the Closing. (i) The Seller Indemnitees shall not be entitled to assert any indemnification date hereof pursuant to this Agreement or for which indemnification is provided under Section 9.03 7.02; and (iv) any discontinuance, suspension or modification on or after the expiration date hereof of the applicable survival period referenced in Section 9.01; provided, however, that if, on any Assumed Benefit Plan 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 IXAssumed Benefit Agreement. (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.