Parent’s Indemnification. SpinCo shall indemnify, defend and hold harmless the Parent Indemnitees from and against any and all third-party Claims to the extent arising out of or relating to: (i) any breach of this Agreement by SpinCo or its Affiliates or Representatives; (ii) any Non-Conforming Use; (iii) the sale, distribution, supply, use or operation of any SpinCo Product, including any claims resulting from (a) filling, storing, packaging, testing, using or selling any SpinCo Product or relating to the adequacy of the labeling, warnings and instructions with respect to any SpinCo Product, or (b) any actual or alleged infringement or violation of any patent, trade secret, or other intellectual property or proprietary right of any third party as a result of the development or manufacture of a SpinCo Product; or (iv) any needlestick injury or similar damage sustained or alleged by any Person involved in the handling, shipping, manufacture, assembly, sale, distribution, supply, use or operation of any Product (on or after delivery of such Product EXW as set forth in Section 5.1) or any SpinCo Product and/or any failure or alleged failure of the Product, any SpinCo Product or the assembly, selling, distribution or use of either of the foregoing to comply with any Safety Law then in effect, including any recall or removal of any Product, any SpinCo Product or any component thereof ordered as a result of any such alleged failure to comply, except, in each case ((i) through (iv)), to the extent that Parent is obligated to indemnify SpinCo for such Claims pursuant to Section 11.1.
Parent’s Indemnification. From and after the Closing, Parent shall indemnify Purchaser, Merger Subsidiary, Surviving Corporation and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse such Purchaser Indemnitees in respect of any loss, diminution in value, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys’, accountants’ and other professionals’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) which any such Purchaser Indemnitee may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
(a) any breach of any representation or warranty made by Parent or the Company contained in this Agreement, any misrepresentation made in the officer’s certificate delivered pursuant to Section 7.2, or the assertion by any third party of facts which, if proven, would constitute any such misrepresentation or breach (it being understood that for purposes of determining a breach of any representation or warranty, such breach shall be determined without regard to any materiality qualifier contained in such misrepresentation or warranty);
(b) the breach of any covenant or agreement made by Parent or the Company contained in this Agreement, or the assertion by any third party of facts which, if proven, would constitute any such breach; or
(c) and Tax incurred by the Company prior to the Closing Date and not taken into account in calculating Working Capital (for purposes of this clause (c), in the case of any Tax Return for a period beginning before and ending after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the close of the Closing Date shall be (i) in the case of Taxes that are (x) based upon or related to income or receipts, (y) imposed in connection with the sale or other transfer or assignment of property (real or personal, tangible or intangible), (z) employment, social security or other similar taxes, deemed equal to the amount which would be payable if the taxable year ended on the end of the Closing Date; ...
Parent’s Indemnification. Following the Closing Date, Parent shall, and shall cause Holdings and each of its Subsidiaries to, indemnify Bordxx xxx its affiliates and each of their respective officers, directors, employees, and agents and hold them harmless from: (i) all liability for Taxes of Holdings and any of its Subsidiaries for any period beginning after the Closing Date and any Post-Closing Period; and (ii) all liability for Taxes of Holdings or any of its Subsidiaries for the Pre- Closing Period to the extent of the obligation imposed on the Bordxx Xxxporations to pay such Taxes in the first sentence of Section 6.3(b) hereof.
Parent’s Indemnification. Subject to the terms and conditions of this Section 14, the Parent (or the Company) agrees to indemnify and hold the Buyer (or the Shareholders) harmless from and against any and all Losses incurred by the Buyer (or the Shareholders) because of any inaccuracy in, or breach or violation of, the representations, warranties, agreements or covenants made by the Parent and the Merger Sub.
Parent’s Indemnification. (i) From and after the Closing, Parent agrees to indemnify the Sellers and their respective officers, directors, employees, stockholders, agents and representatives (collectively, the “Seller Indemnitees”) and hold each Seller Indemnitee harmless against any Loss which any Seller Indemnitee suffers, as a result of: (A) the breach of any representation or warranty contained in Article 6 hereof; and (B) the breach by Parent or Merger Sub of any covenant or agreement of Parent or Merger Sub contained in this Agreement.
(ii) Parent shall not be liable with respect to any claim under Section 7.1(b)(i)(A)-(B) unless written notice of a possible claim for indemnification is given by the claiming Seller Indemnitee to Parent on or before the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, such representations and warranties and covenants shall continue to survive until such matter is resolved.
Parent’s Indemnification. The Parent will indemnify, defend and hold harmless the Company Stockholders, and their respective successors and assigns from and against any Losses which they may suffer and become liable for as a result of or in connection with:
(a) any inaccuracy in or breach of any representation or warranty of the Parent or SubCo contained in or made pursuant to this Agreement or any of the other Transaction Documents; and
(b) any breach of any covenant or other agreement to be performed by the Parent or SubCo pursuant to this Agreement or any of the other Transaction Documents.
Parent’s Indemnification. Acquisition Sub and Parent each agrees as provided in this Agreement to indemnify and hold the Company, its officers, directors, affiliates and representatives (collectively, the “ Company Indemnitees ”) each harmless from and against and in respect of any damages, losses, liabilities, claims or expenses (including court costs and reasonable attorneys’ fees associated therewith) (the “ Company Damages ”) arising from or incurred by any Company Indemnitee as a result of:
(a) the inaccuracy of any representation or breach of any warranty of Acquisition Sub or Parent contained in this Agreement (including any Schedule, Exhibit, certificate or other instrument delivered by or on behalf of Acquisition Sub or Parent or in connection with the transactions contemplated hereby);
(b) any default by Acquisition Sub or Parent in the observance or performance of any covenant or obligation on its part to be observed or performed under this Agreement; or
(c) the ownership, operation and/or use of the Acquired Assets and the Computainer Business on and after the Closing Date.
Parent’s Indemnification. Subject to the express provisions of this Section 8, Parent shall indemnify, defend and hold harmless Seller from and against all Losses incurred or suffered by Seller, but only to the extent attributable to:
(i) any inaccuracy in any material respect as of the Closing Date of any representation or warranty made by Parent in Section 4(b) of this Agreement;
(ii) any breach of any covenant made by Parent in this Agreement;
(iii) Superfund Liability of the Company or relating to the Properties, to the extent attributable to activities or operations from and after the Closing Date;
(iv) New Contamination;
(v) Parent’s failure from and after the Closing Date to comply with Environmental Laws applicable to the Properties or the use and operation thereof; and
(vi) regulated asbestos-containing materials and lead paint required to be abated or encapsulated under Environmental Laws, to the extent such abatement or encapsulation is required as a result of Parent’s Elective Work.
Parent’s Indemnification. (a) Subject to clause (b) below, the Parent agrees to indemnify, defend, and hold harmless the Shareholders and the Trustees from, against, and with respect to any Damages (subject to Section 8.05) arising out of or in any manner incident, relating, or attributable to (1) any misrepresentation or breach of warranty by the Parent contained in this Agreement, and (2) any failure by the Parent to perform or observe any covenant to be performed or observed by the Parent under this Agreement.
(b) The right of indemnification provided in Section 8.04 is solely for the benefit of the parties referred to therein, and such right will not be extended, either directly or indirectly, to any other person. The right of indemnification in Section 8.04 is the sole remedy which the Shareholders and the Trustees have against the Parent for any breach of a representation or warranty hereunder or for any other claim with respect to, or arising in any manner from, the transactions contemplated hereunder.
Parent’s Indemnification. From and after the Closing Date, Parent shall indemnify and hold harmless the Company Holders and their respective successors and assigns, and from and against any and all Claims, arising out of or caused by, directly or indirectly, any or all of the following:
