Common use of Other Indemnification by Purchaser Clause in Contracts

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 Purchaser would, but for this clause (iii), be liable thereunder exceeds on a cumulative basis an amount equal to 20% of the Purchase Price; provided, however, that this clause (iii) shall not apply to any claim for indemnification arising out of a breach of any representation or warranty contained in Sections 4.01 and 4.02 (collectively, the "Purchaser Specified Representations").

Other Indemnification by Purchaser. (a) From and after the Closing, Purchaser and the Company, jointly and severally, 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) other than amounts relating to Taxes, for which indemnification is provided under provisions are set forth in Section 8.01 or (ii) for which indemnification may be provided under more than one provision of this Section 8.039.01) 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 which survives the Closing contained in this Agreement, in any Ancillary Agreement or in any Ancillary Agreementcertificate delivered pursuant hereto; (ii) any breach of any covenant of Purchaser or the Company contained in this Agreement or in any Ancillary Agreement; (iii) any guarantee or obligation to assure performance given or made by Principal Seller Parent or any affiliate of Principal Seller Parent with respect to any obligation relating of the Company or any Subsidiary that is set forth on Schedule 3.18(d) or with respect to the Acquired Businesswhich 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) any liabilityall obligations and liabilities of whatever kind and nature, obligation primary or commitmentsecondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, arising primarily out of the operation Company or conduct of the Acquired Businessany Subsidiary, including any Assumed Liability 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 any Excluded Liability and any other item items which Principal 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 8.029.02);; and (v) any use discontinuance, suspension or modification by Purchaser or any of (i) any name its affiliates on 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 after 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 Closing Date of any such excess; or (iii) under clauses (i) and (ii) of Section 8.02(b) if the aggregate amount of Losses for which Purchaser would, but for this clause (iii), be liable thereunder exceeds on a cumulative basis an amount equal to 20% of the Purchase Price; provided, however, that this clause (iii) shall not apply to any claim for indemnification arising out of a breach of any representation or warranty contained in Sections 4.01 and 4.02 (collectively, the "Purchaser Specified Representations")Assumed Benefit Plan.

Other Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Principal Seller Indemnitee against indemnify, defend and hold it harmless the Seller Indemnitees from and against any and all Losses (other than 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 provisions are set forth in Section 8.01 or (ii) for which indemnification may be provided under more than one provision of this Section 8.03) 8.01), to the extent arising fromor resulting from any of the following: (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 Parent, Seller or any affiliate of Principal Seller their respective affiliates (other than the Acquired Companies or any of their respective subsidiaries) with respect to any obligation relating to of any of the Acquired BusinessCompanies or their respective subsidiaries; (iv) any liabilityall obligations, obligation liabilities and commitments of whatever kind and nature, primary or commitmentsecondary, direct or indirect, express, implied, liquidated, absolute, contingent or otherwise, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, arising primarily out of the operation an Acquired Company or conduct a subsidiary of the an Acquired BusinessCompany, including any Assumed Liability such obligations or liabilities relating to (other than x) any Excluded Liability 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, (y) any Acquired Companies Benefit Plan or (z) any Action, except, in any such case, to the extent Seller is required to provide indemnification for such obligations, liabilities and any other item which Principal Seller has expressly agreed to pay or perform pursuant to this Agreement or for which indemnification is provided commitments under Section 8.02); (v) any use noncompliance by Purchaser or any of its affiliates (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 Companies and their respective subsidiaries) with the SEBI Regulations or unit the directions of Principal Seller; andSEBI in connection with the Acquisition; (vi) any feesdiscontinuance, expenses suspension or other payments incurred modification on or owed by Purchaser to after the Closing Date of any brokers, financial advisors Acquired Companies Benefit Plan; and (vii) any claim that the purchase and sale of the Shares or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement. (b) Purchaser shall not be required hereby give rise to indemnify any Principal Seller Indemniteeseverance or other benefits under any Benefit Plan or otherwise, 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 except to the extent of any Seller is required to provide indemnification for such excess; or (iii) claims under clauses (i) and (ii) of Section 8.02(b) if the aggregate amount of Losses for which Purchaser would, but for this clause (iii), be liable thereunder exceeds on a cumulative basis an amount equal to 20% of the Purchase Price; provided, however, that this clause (iii) shall not apply to any claim for indemnification arising out of a breach of any representation or warranty contained in Sections 4.01 and 4.02 (collectively, the "Purchaser Specified Representations"8.02(x).

Other Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify each Principal Seller Indemnitee against indemnify, defend and hold it harmless the Seller Indemnitees from and against any and all Losses (other than 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 provisions are set forth in Section 8.01 or (ii) for which indemnification may be provided under more than one provision of this Section 8.03) 7.01), to the extent arising fromor resulting from any of the following: (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 Agreementthe certificate delivered pursuant to Section 5.03(a); (ii) any breach of any covenant of or agreement made by Purchaser contained in this Agreement or in any Ancillary Agreementthe certificate delivered pursuant to Section 5.03(b); (iii) any guarantee or obligation to assure performance given or made by Principal Seller or any affiliate of Principal Seller its affiliates (other than the Acquired Company or any of its subsidiaries) with respect to any obligation relating to of the Acquired BusinessCompany or any of its subsidiaries; (iv) any liabilityall obligations, obligation liabilities and commitments of whatever kind and nature, primary or commitmentsecondary, direct or indirect, express, implied, liquidated, absolute, contingent or otherwise, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, arising primarily out of the operation or conduct of the Acquired BusinessCompany or a subsidiary of the Acquired Company, including any Assumed Liability such obligations or liabilities relating to (other than x) any Excluded Liability Acquired Company 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, (y) any Acquired Company Benefit Plan or (z) any Action, except, in any such case, to the extent Seller is required to provide indemnification for such obligations, liabilities and any other item which Principal Seller has expressly agreed to pay or perform pursuant to this Agreement or for which indemnification is provided commitments under Section 8.02)7.02; (v) any use by Purchaser discontinuance, suspension or modification on or after the Closing Date 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 SellerCompany Benefit Plan; and (vi) any fees, expenses claim that the purchase and sale of the Shares 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 hereby give rise to indemnify any Principal Seller Indemniteeseverance or other benefits under any Benefit Plan, and shall not have except, in 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 wouldcase, 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 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 would, but for this clause (iii), be liable thereunder exceeds on a cumulative basis an amount equal to 20% of the Purchase Price; provided, however, that this clause (iii) shall not apply to any claim for indemnification arising out of a breach of any representation or warranty contained Indemnitee in Sections 4.01 and 4.02 (collectively, the "Purchaser Specified Representations")accordance with Section 7.02.