Common use of Other Indemnification by Purchaser Clause in Contracts

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 amounts relating to Taxes, for which indemnification provisions are set forth in Section 9.01) to the extent arising from: (i) any breach of any representation or warranty of Purchaser which survives the Closing contained in this Agreement, in any Ancillary Agreement or in any certificate delivered pursuant hereto; (ii) any breach of any covenant of Purchaser or the Company contained in this Agreement; (iii) any guarantee or obligation to assure performance given or made by Parent or any affiliate of Parent with respect to any obligation of the Company or any Subsidiary that is set forth on Schedule 3.18(d) or with respect to which Purchaser has received written notice prior to Closing pursuant to Section 5.15(b), and that has not been released on or prior to Closing in accordance with Section 5.15(a); (iv) all obligations and liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of the Company or any Subsidiary, including any such obligations or liabilities contained in the Company Contracts or any agreement, lease, license, permit, plan or commitment that, because it fails to meet the relevant threshold amount or term, is not included within the definition of Contracts, or any Company Benefit Plan (in each case other than items which Parent or Seller has expressly agreed to pay or perform after the Closing Date pursuant to this Agreement or for which indemnification is provided under Section 9.02); and (v) any discontinuance, suspension or modification by Purchaser or any of its affiliates on or after the Closing Date of any Assumed Benefit Plan.

Other Indemnification by Purchaser. From and after the Initial Closing, Purchaser and the Company, jointly and severally, shall indemnify each Seller Indemnitee and its Affiliates (and, with respect to clause (v) of this Section 13.03, their respective directors, officers, employees and representatives) against and hold it them harmless from any Loss suffered or incurred by such Seller Indemnitee (other than amounts any such Loss relating to Taxes, for which the matters covered by the indemnification provisions are set forth in Section 9.0113.01) to the extent arising from: from (i) subject to Section 15.01, any breach of any representation or warranty of Purchaser which survives the Closing or any of its Affiliates contained in this Agreement, in any Ancillary Agreement or in any certificate delivered pursuant hereto; (ii) any breach of any covenant of Purchaser or the Company any of its Affiliates contained in this Agreement; Agreement (including any failure to offer employment to, or continue the employment of, a Covered Employee in accordance with Section 12.01(a)), (iii) any guarantee of the Assumed Liabilities, (iv) the amendment, suspension or obligation to assure performance given or made by Parent discontinuance of any Assumed Benefit Plan after the applicable Closing Date, (v) a Third Party Claim against Seller or any affiliate of Parent its Affiliates or any of their respective directors, officers, employees and representatives in connection with the arrangement of the Debt Financing or any information utilized in connection therewith, (vi) any breach of any sublease entered into between Seller or its Subsidiaries and Purchaser with respect to any obligation Leased Property or (vii) Seller’s payment of Purchaser’s obligations in respect of any Leased Property; provided, however, that (i) the Company or any Subsidiary that is set forth on Schedule 3.18(d) or with total amount in respect to of which Purchaser has received written notice prior and its Affiliates shall be liable under this Agreement to Closing pursuant indemnify Seller and its Affiliates shall not exceed the Worldwide Purchase Price and (ii) for the avoidance of doubt, any indemnification payment made by Seller or the relevant Selling Company to Section 5.15(b)Purchaser and its Affiliates hereunder shall not be deemed a Loss for which Purchaser or its Affiliates must indemnify Seller or its Affiliates. Notwithstanding anything in this Agreement to the contrary, Seller and its Affiliates shall be exculpated from, and that has not been released on or prior to Closing in accordance with Section 5.15(a); (iv) all obligations and liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of the Company or any Subsidiary, including any such obligations or liabilities contained in the Company Contracts or any agreement, lease, license, permit, plan or commitment that, because it fails to meet the relevant threshold amount or term, is not included within the definition of Contracts, or any Company Benefit Plan (in each case other than items which Parent or Seller has expressly agreed to pay or perform after the Closing Date pursuant to this Agreement or for which indemnification is provided shall have no obligation under Section 9.02); and (v) 13.02 in respect of, any discontinuance, suspension or modification by Loss of Purchaser or any of its affiliates on Affiliates to the extent arising from any Third Party Claim against Purchaser or after any of its Affiliates related to or arising from Seller’s or its Affiliates’ cooperation with, or provision of information to, Purchaser or Purchaser’s Affiliates in connection with the Closing Date of Debt Financing or any Assumed Benefit Planrefinancing thereof.

Other Indemnification by Purchaser. From and after the Closing, Purchaser and the Companyshall indemnify, jointly and severally, shall indemnify each Seller Indemnitee against defend and hold it harmless the Seller Indemnitees from and against any Loss suffered or incurred by such Seller Indemnitee and all Losses (other than amounts any Loss relating to Taxes, for which indemnification provisions are set forth in Section 9.01) 8.01), to the extent arising fromor resulting from any of the following: (i) any breach of any representation or warranty of Purchaser which survives the Closing contained in this Agreement, in any Ancillary Agreement or in any certificate delivered pursuant hereto; (ii) any breach of any covenant of Purchaser or the Company contained in this Agreement; (iii) any guarantee or obligation to assure performance given or made by Parent Parent, Seller or any affiliate of Parent their respective affiliates (other than the Acquired Companies or any of their respective subsidiaries) with respect to any obligation of any of the Company Acquired Companies or any Subsidiary that is set forth on Schedule 3.18(d) or with respect to which Purchaser has received written notice prior to Closing pursuant to Section 5.15(b), and that has not been released on or prior to Closing in accordance with Section 5.15(a)their respective subsidiaries; (iv) all obligations obligations, liabilities and liabilities commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute express, implied, liquidated, absolute, contingent or contingentotherwise, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of the an Acquired Company or any Subsidiarya subsidiary of an Acquired Company, including any such obligations or liabilities contained in the Company Contracts relating to (x) any Acquired Companies Contract or any agreement, lease, license, permit, plan or commitment that, because it fails to meet the relevant threshold amount or term, is not included within the definition of Acquired Companies Contracts, or (y) any Company Acquired Companies Benefit Plan or (z) any Action, except, in each case other than items which Parent or any such case, to the extent Seller has expressly agreed is required to pay or perform after the Closing Date pursuant to this Agreement or provide indemnification for which indemnification is provided such obligations, liabilities and commitments under Section 9.02); and8.02; (v) any noncompliance by Purchaser or any of its affiliates (including the Acquired Companies and their respective subsidiaries) with the SEBI Regulations or the directions of SEBI in connection with the Acquisition; (vi) any discontinuance, suspension or modification by Purchaser or any of its affiliates on or after the Closing Date of any Assumed Acquired Companies Benefit Plan; and (vii) any claim that the purchase and sale of the Shares or the transactions contemplated hereby give rise to any severance or other benefits under any Benefit Plan or otherwise, except to the extent Seller is required to provide indemnification for such claims under Section 8.02(x).

Other Indemnification by Purchaser. From and after the Closing, Purchaser and the Companyshall indemnify, jointly and severally, shall indemnify each Seller Indemnitee against defend and hold it harmless the Seller Indemnitees from and against any Loss suffered or incurred by such Seller Indemnitee and all Losses (other than amounts any Loss relating to Taxes, for which indemnification provisions are set forth in Section 9.01) 7.01), to the extent arising fromor resulting from any of the following: (i) any breach of any representation or warranty of Purchaser which survives the Closing contained in this Agreement, in any Ancillary Agreement or in any the certificate delivered pursuant heretoto Section 5.03(a); (ii) any breach of any covenant of or agreement made by Purchaser or the Company contained in this AgreementAgreement or in the certificate delivered pursuant to Section 5.03(b); (iii) any guarantee or obligation to assure performance given or made by Parent Seller or any affiliate of Parent its affiliates (other than the Acquired Company or any of its subsidiaries) with respect to any obligation of the Acquired Company or any Subsidiary that is set forth on Schedule 3.18(d) or with respect to which Purchaser has received written notice prior to Closing pursuant to Section 5.15(b), and that has not been released on or prior to Closing in accordance with Section 5.15(a)of its subsidiaries; (iv) all obligations obligations, liabilities and liabilities commitments of whatever kind and nature, primary or secondary, direct or indirect, absolute express, implied, liquidated, absolute, contingent or contingentotherwise, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, of the Acquired Company or any Subsidiarya subsidiary of the Acquired Company, including any such obligations or liabilities contained in the relating to (x) any Acquired Company Contracts Contract or any agreement, lease, license, permit, plan or commitment that, because it fails to meet the relevant threshold amount or term, is not included within the definition of Acquired Company Contracts, or (y) any Acquired Company Benefit Plan or (z) any Action, except, in each case other than items which Parent or any such case, to the extent Seller has expressly agreed is required to pay or perform after the Closing Date pursuant to this Agreement or provide indemnification for which indemnification is provided such obligations, liabilities and commitments under Section 9.02); and7.02; (v) any discontinuance, suspension or modification by Purchaser or any of its affiliates on or after the Closing Date of any Assumed Acquired Company Benefit Plan; and (vi) any claim that the purchase and sale of the Shares or the transactions contemplated hereby give rise to any severance or other benefits under any Benefit Plan, except, in any such case, to the extent any such claim results in a Loss for which indemnification is available (without regard to the limitations set forth in Section 7.06(a)(ii)) to a Purchaser Indemnitee in accordance with Section 7.02.