Purchaser Claims. (a) The Selling Stockholder agrees to indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of:
(i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of:
(a) Any failure by the Selling Stockholder to carry out any covenant or agreement contained in this Agreement;
(b) Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or
(ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above.
(b) The amount of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price.
(c) The representations and warranties of the Selling Stockholder contained in this Agreement, or any certificate delivered by or on behalf of the Selling Stockholder pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary of such date (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated.
(d) The Purchaser shall provide written noti...
Purchaser Claims. ComEd will indemnify and hold harmless ---------------- Purchaser and its Affiliates, and each of their officers, directors, employees, partners, attorneys, agents and successors and assigns (collectively, the "PURCHASER GROUP"), from and against all damages, claims, losses, fines, penalties, liabilities and expenses, including reasonable legal, accounting and other expenses, which arise out of or relate to the following (collectively, "PURCHASER CLAIMS"):
(1) any breach by ComEd of any of its covenants in this Agreement or any failure of ComEd to perform any of its obligations in this Agreement;
(2) any breach of any warranty or the inaccuracy of any representation of ComEd contained in this Agreement (excluding Section 3.15 ------------ (Environmental Matters)) or any breach of the certificate delivered by ComEd pursuant to Section 7.1 (Compliance With Provisions) as to which a ----------- Notice of Claim is received by ComEd prior to the first anniversary of the Closing Date; and
(3) any Excluded Liabilities; provided, however, that ComEd shall be required to indemnify and hold harmless under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser -------------- Claims) with respect to Purchaser Claims incurred by the Purchaser Group only to the extent that the aggregate amount of such Purchaser Claims exceeds Twenty Million Dollars ($20,000,000) (but only in the amount of such excess); and provided further, that the aggregate liability of ComEd under clause (2) of this Section 6.2(a) (Indemnification by ComEd--Purchaser Claims) shall not exceed -------------- twenty percent (20%) of the Purchase Price. For purposes of computing the amount of any indemnification payment under this Section 6.2 (Indemnification by ----------- ComEd), any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes.
Purchaser Claims. From and after the Closing and subject to the provisions of this Article, the Company agrees to indemnify fully and hold harmless the Purchaser from and against any and all claims, demands, liabilities, damages, penalties, judgments, assessments, losses, costs and expenses in any case, whether arising under strict liability or otherwise (including reasonable attorneys' fees and expenses) (collectively, "Damages"), resulting from, arising out of, based on or relating to:
(i) any breach of or inaccuracy in any representation or warranty of the Company in this Agreement or any ancillary agreement or in any certificate furnished to the Purchaser pursuant to this Agreement;
(ii) any breach of any covenant or agreement made by the Company in this Agreement;
(iii) any civil, criminal or administrative action, suit, claim, hearing, investigation or proceeding (including any counterclaims or cross-claims), to which the Company is a party and that is pending on the date hereof or at the Closing, and whether brought, made or instigated by any governmental entity or any private person; or
(iv) Notwithstanding anything in this Agreement to the contrary, for purposes of this Article, (x) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to Knowledge, materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language, and (y) the amount of Damages in respect of any breach of a representation or warranty (including any deemed breach resulting from the application of clause (x)) shall be determined without regard to any limitation or qualification as to knowledge, materiality, Material Adverse Effect (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, it being the intention of the parties hereto that (except as otherwise set forth in this Article) Purchaser shall be indemnified and held harmless from and against any and all Damages suffered or incurred by it resulting from, arising out of, based on or relating to the failure of any representation or warranty to be true, correct and complete in any respect, determined in each case without regard to any qualification as to Knowledge, materiality or Material Adverse Effect or similar...
Purchaser Claims. Following the Closing and subject to the limitations set forth herein, Seller will indemnify, defend and hold harmless Purchaser, and its Affiliates and their respective officers, directors, employees, agents, and representatives and successors and assigns (collectively, the “Purchaser Indemnified Parties”), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, including reasonable legal, accounting and other expenses in connection therewith and costs and expenses incurred in connection with investigations and settlement proceedings (each a “Loss” and, collectively, “Losses”), to the extent arising out of the following:
(i) any breach or violation of any covenant, obligation or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of any of the representations or warranties made by Seller in this Agreement; or
(iii) the Excluded Business.
(iv) The operation of the Business prior to the Closing
Purchaser Claims. Purchaser Claims" shall have the meaning assigned thereto in Section 13.3.
Purchaser Claims. Except as otherwise provided in Section 7.5(f), Seller will indemnify, defend and hold harmless Purchaser and its Affiliates, and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the "Purchaser Indemnified Parties"), from and against any and all demands, suits, penalties, fines, liens, judgments, obligations, damages, claims, losses, liabilities, payments, costs and expenses, including reasonable legal, accounting and other expenses in connection therewith and costs and expenses incurred in connection with investigations and settlement proceedings ("Losses"), which arise out of, are in connection with, or relate to, the following (collectively, "Purchaser Claims"):
(i) any breach or violation of any covenant, obligation or agreement of Seller set forth in this Agreement;
(ii) any breach or inaccuracy of the representations or warranties made, as of the Effective Date or the Closing Date, by Seller in Articles 4 and 5;
(iii) Seller's ownership, operation or use of the Excluded Assets after the Closing; or
(iv) if the Closing occurs, the Excluded Liabilities.
Purchaser Claims. If there shall be any claim for indemnification by the Purchaser under this Section 12 or under the Distribution Agreement, all determinations by the Company relating thereto, including, without limitation, the choice and engagement of counsel, the defense and/or prosecution of any action and the terms and conditions of any settlement or compromise thereof, shall be made solely by the Company Designees (by majority vote thereof).
Purchaser Claims. 4 1.41 Purchaser Damages.................................................... 4 1.42
Purchaser Claims. In order to be valid, any claims made by the Purchaser under the terms of this Clause 7 (a "PURCHASER CLAIM") shall be made in writing as follows (failing which such Purchaser Claim shall be forfeited):
7.2.1 each Purchaser Claim shall state, with reasonable detail, the specific grounds therefore and the amount claimed; and
7.2.2 each Purchaser Claim shall be delivered by the Purchaser to the Seller no later than sixty (60) days after the Purchaser becomes aware of the circumstances giving rise to such Purchaser Claim or, if the circumstances so require (e.g., in the case of emergency proceedings or when the response to a notification must be given within a time period subject to forfeiting its rights), the Purchaser will send the written notification to the Seller with sufficient time to permit the Seller to take the actions referred to in Clause 7.4.
Purchaser Claims. 27 12.6 Exclusive Remedy...............................................................................27
