Other Indemnification by Seller Sample Clauses

Other Indemnification by Seller. (a) Subject to Section 11.03(b), except as relates to Taxes, for which the sole indemnification is provided in Section 11.01, Seller shall indemnify Buyer, its Affiliates (including the Company and the Company Subsidiaries) and each of their respective officers, directors, employees, stockholders, agents and representatives (collectively, the “Buyer Indemnified Parties”) against and hold them harmless from all Losses suffered or incurred by any such Buyer Indemnified Party to the extent arising from (i) any breach of any representation or warranty of Seller contained in this Agreement (provided that for the purposes of the foregoing clause (i), qualifications as to “material”, “materiality”, “Material Adverse Effect” and similar qualifiers based on materiality contained in such representations or warranties shall not be given effect for purposes of calculating any Losses (but shall be given effect for purposes of determining whether a breach of such representations or warranties has occurred)), (ii) any breach of any covenant of Seller contained in this Agreement or (iii) the Restructuring Transactions. (b) Seller shall not have any liability under Section 11.03(a)(i) above: (i) unless the aggregate of all Losses relating thereto for which Seller would, but for this clause (i), be liable exceeds on a cumulative basis an amount equal to $3,000,000 (such amount, the “Deductible Amount”), and then only to the extent of any such excess; provided, however, that in no event shall the liability of Seller under Section 11.03(a)(i), together with the liability of Seller under Section 11.03(a)(iii), exceed an amount equal to $28,000,000 (such amount, the “Cap”); and provided, further, that the limitations in this Section 11.03(b)(i) shall not apply to any Losses resulting from a breach of the representations and warranties made in Section 4.01 (Authority), 4.03 (The Interest), the first sentence of Section 4.04(a) (Organization), Section 4.05 (Interest of the Company), 4.06(a) (Company Subsidiaries) but only to the extent it relates to the Significant Company Subsidiaries and Section 4.22 (Brokers) (together, the “Seller Fundamental Representations”); or (ii) for any Losses with respect to the Seller Fundamental Representations in an amount that would exceed an amount equal to the Purchase Price (such amount, the “Fundamental Representations Cap”). (c) No Losses under Section 11.03(a)(iii) are subject to the Deductible Amount; but Losses under Section 11.03(a)(iii),...
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Other Indemnification by Seller. (a) Seller agrees to ------------------------------- indemnify and hold harmless each Buyer Group Member (other than any Losses or Expenses relating to Taxes, for which indemnification provisions are set forth in Section 11.1) from and against any and all Losses and Expenses incurred by ------------ such Buyer Group Member in connection with or arising from (i) any breach of any warranty or the inaccuracy of any representation of Seller contained or referred to in this Agreement or any Seller Ancillary Agreement or any certificate delivered by or on behalf of Seller pursuant hereto, it being acknowledged and agreed by Seller that for purposes of the right to indemnification pursuant to this clause (i), the representations and warranties of Seller contained herein shall not be deemed qualified by any references herein to materiality generally or to whether or not any such breach results or may result in a Material Adverse Effect, or (ii) any breach by Seller of, or failure by Seller to perform, any of its covenants or obligations contained in this Agreement or any Seller Ancillary Agreement, or (iii) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement or (iv) the matters described on Schedule 11.2(a)(iv); provided, however, that Seller shall be required to -------------------- -------- ------- indemnify and hold harmless under clause (i) of this Section 11.2(a) with --------------- respect to Losses and Expenses incurred by Buyer Group Members only to the extent that the aggregate amount of such Losses and Expenses exceeds $2,000,000; and provided, further, that the aggregate amount required to be paid by Seller -------- ------- pursuant to this Section 11.2(a) shall not exceed $320,000,000 provided further --------------- that the foregoing threshold amount and limit shall not apply to any Losses or Expenses arising out of the inaccuracy of any of the representations and warranties under any of the following provisions: Section 5.2(b) (Capital -------------- Structure), Section 5.3 (Subsidiaries and Investments), Section 5.17 (ERISA) or ------------ Section 5.20(e)(ii) (Employee Relations and Agreements - Worker Classification). ------------------- (b) The indemnification provided for in Section 11.2(a)(i) shall ------------------ terminate eighteen months after the Closing Date (and no cla...
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Other Indemnification by Seller. (a) From and after the Closing, Seller, AGA-USA and AGA shall be jointly and severally liable for, and jointly and severally shall indemnify each Purchaser Indemnitee against and hold it harmless from, any loss, liability, claim, damage, penalty, Lien, cost or expense, including interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and expenses of counsel and other experts and the cost to any person making a claim or seeking indemnification under this Agreement with respect to funds expended by such person by reason of the occurrence of any event with respect to which indemnification is sought (collectively, “Losses”), suffered or incurred by such Purchaser 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 Seller, AGA-USA and AGA contained in this Agreement not being true and correct when made or at the Closing; (ii) any representation or warranty of Seller, AGA-USA and AGA contained in Section 4.16 not being true and correct when made or at the Closing; (iii) any breach of Section 6.01(a) (other than Section 6.01(a)(xi)); (iv) any breach of Section 6.01(a)(xi) or 6.01(d); (v) any breach of any covenant of Seller, AGA-USA or AGA contained in this Agreement other than Section 6.01(a) and 6.01(d); (vi) any Excluded Liabilities; and (vii) any fees, expenses or other payments incurred or owed by Seller, AGA-USA or AGA to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the Transactions.
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Other Indemnification by Seller. Subject to the limitations set forth in Section 8.05 or Section 8.06, from and after the Closing, Seller shall indemnify, defend and hold harmless the Purchaser Indemnitees against any and all claims, losses, damages, liabilities, obligations or expenses, including reasonable third-party legal fees, fines and similar penalties and expenses (collectively, "LOSSES"), to the extent arising or resulting from any of the following: (i) any breach of any representation or warranty of Seller or Parent contained in this Agreement; (ii) any breach of any covenant of Seller or Parent contained in this Agreement; (iii) any fees, expenses or other payments incurred or owed by Seller to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement; (iv) any breach by Seller or any of its affiliates of any term of the Xxxxx Stock Purchase Agreement (excluding any exhibits thereto); (v) any breach by Seller of any term of the Werko Acquisition Agreement (excluding any exhibits thereto); (vi) any pre-Closing breach by Widia Germany of any term of the Asset Purchase Agreement dated as of August 22, 2000 between Widia Germany and Magnequench, Inc. (excluding any exhibits thereto); (vii) the Excluded Liabilities (as defined in Section 10.05(b)); (viii) any breach by Parent or any of its subsidiaries of their respective obligations to SAK Industries Limited ("SAK") under (A) the Promotion Agreement dated as of September 30, 1963 between SAK and Meturit AG, (B) the Settlement Agreement dated as of December 20, 1994 (the "XXXXX SETTLEMENT AGREEMENT") among Fried. Xxxxx XX Xxxxxx-Xxxxx, Xxxxx GmbH, Meturit AG, SAK and certain associates and nominees of SAK, (C) the Shareholders' Agreement dated as of December 20, 1994 (the "SHAREHOLDERS' AGREEMENT") among SAK, Widia GmbH and Meturit AG, in each case arising or resulting from the consummation of the Acquisition, (D) the Share Purchase Agreement and (E) the Settlement Agreement; (ix) the matters set forth in the report mentioned in Schedule 2.14(a), but only to the extent that the effect of such matters has not been disclosed on, or reflected or reserved against in, the Reference Statement or the Statement; (x) any claim that the purchase and sale of the Shares or the transactions contemplated hereby give rise to any retention bonus or change of control payment pursuant to an arrangement that was entered into at any time during the fifteen-...
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Other Indemnification by Seller. Subject to the limitations otherwise set forth in Section 11, Seller shall indemnify Buyer and its officers, directors, shareholders, employees, agents and affiliates against and hold them harmless from any loss, liability, claim, damage, fine, penalty, judgment or expense (including interest, court costs and reasonable legal, accounting and other advisor, consultant or expert fees and expenses) (collectively, “Losses”) suffered or incurred by any such indemnified party (other than Losses described in the first paragraph of Section 11(a)) to the extent arising from: (i) any breach of any representation or warranty of Seller contained in this Agreement; (ii) any breach of any covenants, obligations or agreements of Seller contained in this Agreement; and (iii) the Proceedings set forth on Schedules 4(h)(ii) and 4(l), and Proceedings arising out of the same facts and circumstances underlying such scheduled Proceedings as such facts and circumstances exist on or prior to the Closing Date.
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Other Indemnification by Seller. Seller shall indemnify Buyer and its directors, officers, employees, subsidiaries and other affiliates (including, on and after the Closing Date, the Company and the Subsidiaries) against any loss, liability, claim, damage, or expense (including reasonable legal fees and expenses, except as otherwise provided in Section 11(f)) suffered or incurred by any such indemnified party (other than those relating to income, import and BAT Taxes (which are covered by Section 11(a)), those resulting from a breach of any representation or warranty set forth in Section 4(h) or a breach of any covenant, obligation or agreement set forth in Section 12 of this Agreement) as a result of: (i) any breach of any representation or warranty of Seller contained in this Agreement (other than those set forth in Section 4(h) or 4(s) or any breach of Section 4(r) with respect to compliance with Environmental Laws) or any certificate signed by Seller and delivered pursuant thereto; (ii) any breach of any covenant, obligation or agreement of Seller contained in this Agreement (other than those set forth in Section 12 of this Agreement); (iii) any product recall or Third Party Claim (as defined in Section 11(f)), including claims for product liability, with respect to products manufactured, processed or sold by the Company or the Subsidiaries before the Closing Date, other than those products sold by the Company or the Subsidiaries on or after the Closing Date with respect to which Buyer, the Company, or the Subsidiaries, (A) because of negligence in the packaging, storage, or transportation of such products on or after the Closing Date were primarily responsible for such loss, liability, claim, damage, or expense related to such products, or (B) in the exercise of reasonable diligence in the ordinary course of business should have discovered the defect in such products on or after the Closing Date and before the sale of such products; (iv) any material action, lawsuit, hearing, proceeding, or investigation that, before the Closing Date, was pending against the Company or the Subsidiaries before any court, including pending litigation set forth in the Disclosure Schedule; (v) any violation before the Closing Date by the Company or the Subsidiaries of any foreign currency exchange laws, decrees, rules, resolutions or regulations in effect at any time prior to the Closing; (vi) (A) the ownership by the Company of Robin Hood or its subsidiaries, (B) the ownership by Molinos Xxxxxxxxxs, C.A...
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Other Indemnification by Seller. From and after the Initial Closing, Seller shall, or shall cause the relevant Selling Companies to, indemnify Purchaser and its Affiliates against and hold them harmless from any Loss (other than any relating to the matters covered by the indemnification provisions set forth in Section 13.01) to the extent arising from (i) subject to Section 15.01, any breach of any representation or warranty of any Selling Company contained in this Agreement, it being understood that (x) such representations and warranties shall be interpreted (other than Sections 6.02, 6.04, 6.08, 6.10(b), 6.11(a), 6.15(a), 6.16(a), 6.17(a), 6.18, 6.19 and 6.20, the first sentence of Section 6.05, the final sentence of Section 6.13, clause (i)(B) of Section 6.14 and the definition of Material Contracts in Section 6.09) without giving effect to any limitations or qualifications of “materiality” (including the word “material”) or Business Material Adverse Effect set forth therein and (y) Purchaser and its Affiliates shall be deemed to not have incurred a Loss in connection with any such breach so long as and to the extent that the existence of such Loss was reflected in (A) the unaudited balance sheet of the “Closure Systems International” division as of June 30, 2007 or the combined unaudited balance sheet of the “Consumer Products”, “Flexible Packaging” and “Xxxxxxxx Food Packaging” divisions as of June 30, 2007 (each of which is a part of the Financial Statements) or (B) the finally determined Closing Statements; (ii)(A) any breach of any covenant of any Selling Company requiring performance prior to the Initial Closing or (B) any breach of any covenant of any Selling Company contained in this Agreement requiring performance after the Initial Closing; or (iii) any of the Excluded Liabilities; provided, however, that (w) the Selling Companies shall not be required to indemnify or hold harmless any person, and shall not have any liability, under clause (i) above (A) unless the aggregate of all Losses relating thereto for which the Selling Companies would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to 1.5% of the Worldwide Purchase Price (the “Basket”), and then only to the extent of any such excess, (B) for any individual items where the Loss relating thereto is less than the Indemnification Minimum Claim Amount (and such items shall not be aggregated for purposes of clause (A) above) and (C) for any Loss in excess of 20% of the Worldwide Purchase Price ...
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Other Indemnification by Seller. (a) From and after the Closing, Seller and Parent, jointly and severally, shall indemnify each Purchaser Indemnitee against and hold it harmless from, any loss, liability, claim, damage or expense, including reasonable legal fees and expenses, and, with respect to environmental matters, any Remedial Action at any time after the Closing Date related to Hazardous Materials (collectively, “Losses”), suffered or incurred by such Purchaser 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 Seller or Parent 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 Seller or Parent contained in this Agreement; (iii) any fees, expenses or other payments incurred or owed by Seller or Parent to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement; (iv) (A) the Release of any Hazardous Material at, on, under, to or from any Company Property or any property formerly owned, leased or operated by the Company or any Subsidiary which Release occurred on or prior to the Closing (including any migration of such Hazardous Materials first Released prior to the Closing); (B) any Release of Hazardous Material in connection with the off-site transportation, arrangement for disposal or disposal of Hazardous Material by the Company or any Subsidiary prior to the Closing; (C) any human exposure to Hazardous Materials in connection with the operations of the Company or any Subsidiary prior to the Closing; (D) any non-compliance with, or violation of, any applicable Environmental Law or Environmental Permit relating to the Company, any Subsidiary or any Company Property occurring on or prior to the Closing (including any continuation of such non-compliance or violation first occurring prior to the Closing); or (E) any Environmental Claim related to any of the foregoing (all of the foregoing are collectively referred to herein as “Pre-Closing Environmental Matters”); and (v) the Dutch Customs Litigation.
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Other Indemnification by Seller. Seller shall indemnify the Buyer Indemnified Parties against and hold them harmless from any Claim suffered or incurred by any such Buyer Indemnified Party to the extent arising from, relating to or otherwise in respect of (a) any breach of any representation or warranty of Seller contained in this Agreement or in any certificate delivered pursuant hereto, (b) any breach of any covenant of Seller contained in this Agreement and (c) all Retained Liabilities. In no event shall Seller be obligated to indemnify Buyer or any other person with respect to any matter to the extent that Seller has already provided indemnity for such matter pursuant to this Agreement. Except for (1) Seller's obligation to indemnify Buyer with respect to Retained Environmental Claims and (2) Seller's obligation to pay Contingency Payments pursuant to Section 8.5, Seller shall have no liability for any of the other foregoing Claims and Retained Liabilities unless the aggregate of all losses, liabilities, costs and expenses relating to such other Claim or Retained Liability for which Seller would, but for this limitation, be liable exceeds on a cumulative basis an amount equal to $250,000, in which case Seller shall be liable for the full amount over this $250,000 deductible.
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Related to Other Indemnification by Seller

  • Indemnification by Seller As an inducement to Buyer to enter into this Agreement and the Related Documents, and acknowledging that Buyer is relying on the indemnification provided in this Section 7 in entering into this Agreement and the Related Documents, Seller and Parent, jointly and severally, agree, to indemnify, defend and hold harmless Buyer and its affiliates, parent corporation and subsidiaries, and their respective employees, officers, directors, representatives, agents, counsel, successors and assigns (collectively, "Buyer Affiliates"), from and against any claims, losses, liability, obligations, lawsuits, judgments, settlements, governmental investigations, deficiencies, damages, costs or expenses of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including, without limitation, interest, penalties, attorneys' fees, costs of investigation and all amounts paid in defense or settlement of the foregoing, reduced by and to the extent of any insurance proceeds received with respect to any of the foregoing (collectively "Claims and Losses"), suffered or incurred by Buyer or Buyer Affiliates as a result of or in connection with the following: (i) any and all debts, liabilities and obligations of Seller or related to the Assets (other than the Assumed Liabilities), whether known or unknown, accrued, absolute, contingent or otherwise, arising out of or relating to the business and operations of Seller or related to the Assets prior to or on the Closing Date or which arise after the Closing Date but which are based upon or arise out of any act, transaction, circumstance, state of facts or other condition which occurred or existed on or before the Closing Date, whether or not then known, accrued, due or payable; (ii) a breach of any obligation, representation, warranty, covenant or agreement of Seller or Parent in this Agreement or any Related Document, or because any representation or warranty by Seller and Parent contained in this Agreement or any Related Document, in any document furnished or required to be furnished pursuant to this Agreement by Seller or Parent to Buyer or any of its representatives, or any documents furnished to Buyer in connection with the Closing hereunder, shall be false; (iii) any litigation arising out of or based upon events or operative facts occurring prior to or on the Closing Date, in connection with the Seller or the Assets, whether or not disclosed on the Disclosure Schedule, including claims, without limitation, made by employees or former employees of Seller or Parent; (iv) any and all claims, including legal, administrative or creditor claims or actions, in connection with the Seller or the Assets or the transfer of Assets hereunder, if any fact material to any such claim or cause of action pleaded or stated there occurred prior to or on the Closing Date; and (v) costs and expenses (including reasonable attorneys' fees) incurred by Buyer in connection with any demand, action, suit, proceeding, demand, assessment or judgment incident to any of the foregoing (collectively, "Buyer's Damages").

  • Indemnification by Sellers Subject to the other terms and conditions of this ARTICLE 10 and the terms and conditions set forth in ARTICLE 13, Sellers, severally and not jointly (pro rata in accordance with the portion of the Purchase Price received by each Seller), shall indemnify, defend, reimburse and hold harmless Buyer, its Affiliates, successors and assigns and the respective officers, directors, employees, attorneys, agents and stockholders of the foregoing (the “Buyer Indemnified Parties”) from and against any and all Losses incurred or sustained by, or imposed upon, such Buyer Indemnified Party based upon, arising out of, with respect to, relating to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in ARTICLE 2 hereunder or the Company in ARTICLE 3, provided that no Seller shall have any obligation hereunder with respect to any inaccuracy in or breach of any of the representations and warranties of any other Seller; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement; (c) any Company Transaction Expenses or Indebtedness outstanding as of the Closing to the extent not paid or satisfied by the Company or Sellers at or prior to the Closing; (d) any Taxes for the Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) to the extent not included in the computation of Company Transaction Expenses or Closing Net Working Capital (collectively, “Pre-Closing Taxes”), to the extent that such Taxes have not been reimbursed under a claim made under the R&W Insurance Policy; or (e) any of the matters set forth on Section 10.1(e) of the Buyer Disclosure Schedule. Any claims arising out of clauses (b), (c), (d), or (e) of this Section 10.1 are referred to herein as “Excluded Claims.”

  • Indemnification by Buyer (a) Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and its and their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) from and against any and all Adverse Consequences suffered or incurred by any Seller Indemnitee resulting from, arising out of, relating to or caused by (i) any breach or inaccuracy of any representation or warranty made in Article 2 or any representation or warranty made by Buyer or an Affiliate of Buyer in any certificate delivered in connection with this Agreement, (ii) any breach of any Pre-Closing Covenant by Buyer or (iii) any breach of any covenant or agreement of Buyer contained in this Agreement (other than the Pre-Closing Covenants). (b) Buyer shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Adverse Consequences suffered or incurred by any Seller Indemnitee resulting from, arising out of, relating to or caused by any Assumed Liability or any Acquired Asset or, subject to Seller’s obligations under this Article 7, any Liability of any Acquired Company (other than any Acquired Company Retained Liability) to the extent that such Adverse Consequences do not result from, arise out of or relate to, and are not caused by, a breach of this Agreement or any Ancillary Agreement by Seller or any Seller Entity or a matter set forth on Schedule 7.2(c) and do not constitute a Retained Liability or an Acquired Company Retained Liability. (c) Subject to Seller’s obligations under this Article 7, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees from and against any and all Adverse Consequences suffered or incurred by any Seller Indemnitee resulting from, arising out of, relating to or caused by any Third Party Claims to the extent resulting from, arising out of, relating to or caused by the operation of the Business after the Closing to the extent that such Adverse Consequences do not result from, arise out of or relate to, and are not caused by, a breach of this Agreement or any Ancillary Agreement by Seller or any Seller Entity or a matter set forth in Schedule 7.2(c) and do not constitute a Retained Liability or an Acquired Company Retained Liability.

  • Other Indemnification Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

  • Indemnification by Buyers (a) Subject to this Article 11, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to (i) the breach of any of the representations or warranties made by Buyers in this Agreement, (ii) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

  • Other Indemnification Matters Any claim for indemnification under this Article X must be asserted by providing written notice to the other parties specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. The right to indemnification will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the date hereof, with respect to any representation, warranty, covenant or agreement in this Agreement. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. THE WAIVER OF ANY CONDITION BASED ON THE ACCURACY OF ANY REPRESENTATION OR WARRANTY, OR ON THE PERFORMANCE OF OR COMPLIANCE WITH ANY COVENANT OR AGREEMENT, WILL NOT AFFECT THE RIGHT TO INDEMNIFICATION, PAYMENT OF DAMAGES, OR OTHER REMEDY BASED ON ANY SUCH REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT. If any party liquidates or dissolves at any time when any Liability of such party with respect to this Article X may thereafter arise or be determined, then at the time of such liquidation or dissolution, such party will cause its shareholders, members, partners or other equity holders or distributees of such party’s assets, as the case may be, to take such assets subject to such Liabilities ratably in proportion to the assets received; provided, however, that the failure on behalf of any party to comply with the covenant set forth in this sentence will in no way reduce such party’s obligations in this Agreement.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Indemnification by Parent Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any SpinCo Liability; (b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo Group by any member of the Parent Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in clause (e) of Section 4.3.

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