Pro-rata Indemnification Sample Clauses

Pro-rata Indemnification. From and after the Closing and subject to the limitations set forth herein, each Seller shall indemnify the Buyer Indemnified Persons for such Seller’s Applicable Total Percentage of all Losses resulting from: (i) any inaccuracy in or breach of (A) the representations and warranties made by the Company in Article V (other than the representations and warranties set forth in Section 5.12 (Taxes)), as if such representations and warranties were made as of the Closing Date, or (B) the certificate delivered by the Company pursuant to Section 9.01(d)(ii), in each case determined after giving effect to any Schedule Supplement with respect to (and only with respect to) matters arising after the date hereof; (ii) any breach of any covenant or agreement made by the Company in this Agreement that is to be performed prior to or at the Closing; (iii) any (A) inaccuracy in or breach of any representation or warranty made by the Company in Section 5.12 (Taxes), and (B) Pre-Closing Taxes, in each case other than to the extent resulting from a Buyer Tax Act; (iv) any Closing Date Indebtedness or Transaction Expenses (including any Transaction Bonuses or the employer’s portion of the Withholding Amount) not paid and satisfied in full at the Closing or taken into account in the calculation of the Final Adjusted Purchase Price; and (v) any Pollution existing on, under or about the facilities located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dr., Ludington, Michigan; and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Properties”), on or before the Closing Date; provided, that the Sellers’ indemnity obligations under this Section 10.01(b)(v) shall not exceed $1,000,000.00; provided further, that Buyer Indemnified Persons shall not, unless and to the extent required by Environmental Law or any Governmental Authority, take any of the following actions solely for the purpose of making a claim pursuant to this Section 10.01(b)(v): (A) dig or otherwise perform any excavation of soils at the Properties; (B) undertake any investigation of subsurface conditions at the Properties or perform any remedial action of any kind unless required by applicable Environmental Laws or a Governmental Authority with proper jurisdiction over the matter and, if so required, Buyer shall inform the Sellers’ Representative in writing before any such investigation or remedial action is initiated; (C) importune or incite any Governmental Authority or other third party to require, req...