Common use of Purchaser’s Indemnification Obligations Clause in Contracts

Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller Indemnitees") from and against any and all Liabilities paid or payable by any Seller Indemnitee (collectively, "Seller Losses") to the extent that such Seller Losses are based on, result from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of or attributable to: (A) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made by Seller or a Seller Indemnitee in this Agreement (or an Other Agreement), or (C) any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to this Agreement (or an Other Agreement), or (D) the Excluded Liabilities.

Purchaser’s Indemnification Obligations. Except (a) with respect to the matters for which Seller has provided an express indemnification as set forth in this Article 9, (b) Purchase Price adjustments covered by Article 2 to the extent such adjustments are provided for after Closing, (c) Title Defect adjustments covered by Article 6, and (d) Tax obligations covered by Section 4.1(i) and the covenants set forth in Sections 7.1(e) and 7.11, upon the Closing the Purchaser shall agree (and, upon the delivery by Seller to Purchaser of the Assignments, Purchaser shall be deemed to have agreed) to pay, defend, indemnify, defend reimburse, and hold harmless Seller and Seller, its Affiliates and their respective officerssuccessors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and employees representatives (collectively, the "“Seller Indemnitees"”) from and against any and all Liabilities paid claims, obligations, actions, liabilities, damages or payable by any Seller Indemnitee expenses (collectively, "“Seller’s Losses”) incurred, suffered, paid by or resulting to any of the Seller Losses") to the extent that such Seller Losses are based on, result Indemnitees and which results from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising arises out of or attributable toin connection with, is based upon, or exists by reason of: (Ai) any act breach or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of default in any representation or warranty made by Seller or a Seller Indemnitee set forth in this Agreement (or an Other Agreement), or (C) in the performance by the Purchaser of any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to obligation set forth in this Agreement Agreement; and (or an Other Agreement)ii) all of the Assumed Obligations; REGARDLESS OF THE NEGLIGENCE, or (D) the Excluded LiabilitiesSTRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF SELLER, ANY OTHER SELLER INDEMNITEE, PURCHASER OR ANY OTHER PERSON.

Purchaser’s Indemnification Obligations. Purchaser Purchasers shall indemnify, defend and hold harmless Seller Sellers and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller “Sellers Indemnitees"”) from and against any and all Liabilities paid or payable by any Seller Sellers Indemnitee (collectively, "Seller “Sellers Losses"”) to the extent that such Seller Sellers Losses are based on, result from, or arise in connection with (a "Seller “Sellers Claim"”): the Assumed Liabilities after the Closing or breach of Purchaser's Purchasers’ representations and warranties set forth in Article V 5 and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 8.12 of this Agreement ("Purchaser “Purchasers Tax Obligations"”); provided, however, that Purchaser Purchasers shall not be obligated to indemnify, defend or hold harmless any Seller Sellers Indemnitee under this Section 10.1(c) 10.1.3 from any Seller Sellers Claim or for any Seller Sellers Losses incurred by a Seller Sellers Indemnitee to the extent arising out of or attributable to: (Aa) any act or omission by a Seller Sellers Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Sellers Indemnitee, or (Bb) the breach of any representation or warranty made by Seller Sellers or a Seller Sellers Indemnitee in this Agreement (or an Other Agreement), or (Cc) any failure of Seller Sellers or a Seller Sellers Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller Sellers or a Seller Sellers Indemnitee pursuant to this Agreement (or an Other Agreement), or (Dd) the Excluded Liabilities. 10.

Purchaser’s Indemnification Obligations. (a) Subject to the provisions of this Article X, from and after the Closing, the Purchaser shall indemnify, defend and hold harmless the Seller Indemnitees from, against and its Affiliates in respect of, and their respective officerspay or reimburse the Seller Indemnitees for, directors, agents and employees (collectively, the "Seller Indemnitees") from and against any and all Liabilities paid Damages (whenever arising or payable by any Seller Indemnitee (collectively, "Seller Losses"incurred) to the extent that such Seller Losses are based on, result from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of or attributable relating to: : (Ai) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made by the Purchaser in this Agreement or any certificate delivered hereunder (including the certificate delivered pursuant to Section 8.3(b)); and (ii) any breach of any covenant, agreement or undertaking made by the Purchaser or, after the Closing, the Company in this Agreement or any certificate delivered hereunder (including the certificate delivered pursuant to Section 8.3(b)). For the purposes of determining under this Section 10.4 the amount of any Damages arising from such inaccuracy or breach, such representation and warranty shall be considered without regard to any qualification by or reference to the words “Purchaser Material Adverse Effect,” “material,” “materiality,” “in all material respects” or any similar words or qualifications contained therein (other than any qualification or reference contained in the definition of any defined term used herein). (b) The Purchaser’s indemnification obligations pursuant to the provisions of Section 10.4(a)(i) are subject to the following limitations: (i) Seller Indemnitees shall not be entitled to recover under Section 10.4(a)(i) (except with respect to any breach relating to the representations and warranties contained in the Fundamental Representations) any Damages until the total amount which Seller Indemnitees would recover under Section 10.4(a)(i) (except for the representations and warranties contained in the Fundamental Representations) exceeds the Deductible, at which point the Purchaser shall be liable only for the amounts in excess of the Deductible; provided that the Purchaser shall not be liable to indemnify Seller Indemnitees for any individual claim or claims relating to the same set of facts and circumstances pursuant to Section 10.4(a)(i) until Seller Indemnitees have suffered aggregate Damages arising out of such claim or claims relating to the same set of facts and circumstances equaling or exceeding $36,000, in which case the Purchaser shall be liable for all Damages arising out of such claim or claims subject to the limitations of this Section 10.4; and provided further that all claims for which the Purchaser is not required to indemnify Seller Indemnitees because the associated Damages do not equal or exceed $36,000 shall also not count towards the Deductible; (ii) Seller Indemnitees shall not be entitled to recover under Section 10.4(a)(i) (except with respect to any breach relating to the representations and warranties contained in the Fundamental Representations) any Damages to the extent the aggregate claims under Section 10.4(a)(i) (except for the representations and warranties contained in the Fundamental Representations) of Seller Indemnitees exceed the Purchaser Liability Cap. (iii) The aggregate liability of the Purchaser for Damages of Seller Indemnitees under Section 10.4(a) shall not exceed the amount of the final Transaction Price. (iv) For purposes of computing the aggregate amount of claims against the Purchaser, the amount of each claim by a Seller Indemnitee shall be deemed to be an amount equal to, and any payments by the Purchaser pursuant to this Section 10.4 shall be limited to, the amount of Damages that remain after deducting therefrom any insurance proceeds and any indemnity, contributions or other similar payment, in this Agreement (or an Other Agreement)each case, or (C) any failure of Seller or that has actually been collected by a Seller Indemnitee from any third party with respect thereto. (v) The Purchaser shall have no obligation to duly to perform indemnify any Seller Indemnitees from and against any Damages arising out of the breach of any of the representations or observe any provisionwarranties made herein unless, obligationwithin the Survival Period, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee delivers to the Purchaser a Notice of Claim pursuant to Section 10.5 or Section 10.6 relating to the breach which gives rise to such Damages. (vi) In the event of any matter giving rise to an indemnity obligation of the Purchaser pursuant to this Agreement Section 10.4, the Purchaser will take reasonable commercial measures to mitigate the consequences of the matter as required by applicable law. (vii) In any claim for indemnification hereunder, the Purchaser shall not be required to indemnify any Seller Indemnitee for special, incidental or an Other Agreement)exemplary damages, or for any punitive damages unless, in each case actually paid to a third party. (Dviii) The obligation to indemnify the Seller’s officers, directors, employees and other Seller Indemnitees in accordance with this Article X shall be enforceable exclusively by the Seller and nothing herein shall grant such officers, directors, employees or other Seller Indemnitees any individual rights, remedies, obligations or liabilities with respect to this Agreement. For the avoidance of doubt, the parties may amend or modify the terms hereof in any respect without the consent of such officers, directors, employees and other Seller Indemnitees. (ix) The Seller shall treat any payments that the Purchaser makes or receives pursuant to this Article X as an adjustment to or refund of (as applicable) the Excluded LiabilitiesTransaction Price for federal Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Transaction Price for federal Tax purposes.

Purchaser’s Indemnification Obligations. (a) Purchaser shall indemnify, defend and hold harmless Seller each applicable Oportun Party and its Affiliates and their respective trustees, successors, assigns, officers, directors, employees and agents and employees (collectivelyeach a “Seller Indemnified Party”), the "Seller Indemnitees") from and against any and all Liabilities Indemnified Losses incurred to the extent caused by or resulting from (i) any breach of Purchaser’s representations, warranties, covenants or agreements hereunder, (ii) the gross negligence, fraud or willful misconduct of Purchaser, its Affiliates, agents, representatives or contractors or (iii) any Assumed Liability. (b) A Seller Indemnified Party seeking indemnification under this Section 7.3 shall give prompt written notice to Purchaser of any claim for which it may seek indemnity. Purchaser will have the right to defend the Seller Indemnified Party against a third-party claim with counsel of its choice reasonably satisfactory to the Seller Indemnified Party so long as Purchaser notifies the Seller Indemnified Party in writing within thirty (30) days after the Seller Indemnified Party has given notice of the claim or matter that Purchaser will conduct the defense of the third-party claim or matter. The Seller Indemnified Party may retain separate co-counsel (at its sole cost and expense) and participate in the defense of the claim. Purchaser shall not be required to indemnify any Seller Indemnified Party for any amount paid or payable by a Seller Indemnified Party in the settlement of any Seller Indemnitee (collectively, "Seller Losses") to claim without the extent that such Seller Losses are based on, result from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach written consent of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser which consent shall not be obligated to indemnifyunreasonably withheld, defend conditioned or hold harmless any Seller Indemnitee under delayed. (c) For purposes of this Section 10.1(c) from any Seller Claim 7.3, “third parties” shall not include Affiliates of a Oportun Party or for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of other direct or attributable to: (A) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made by Seller or a Seller Indemnitee indirect investors in this Agreement (or an Other Agreement), or (C) any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to this Agreement (or an Other Agreement), or (D) the Excluded LiabilitiesOportun Party.

Purchaser’s Indemnification Obligations. (a) Subject to the provisions of this Article X, from and after the Closing, the Purchaser shall indemnify, defend and hold harmless the Seller Indemnitees from, against and its Affiliates in respect of, and their respective officerspay or reimburse the Seller Indemnitees for, directors, agents and employees (collectively, the "Seller Indemnitees") from and against any and all Liabilities paid Damages (whenever arising or payable by any Seller Indemnitee (collectively, "Seller Losses"incurred) to the extent that such Seller Losses are based on, result from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of or attributable relating to: : (Ai) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made by the Purchaser in this Agreement or any certificate delivered hereunder (including the certificate delivered pursuant to Section 8.3(b)); (ii) any breach of any covenant, agreement or undertaking made by the Purchaser or, after the Closing, the Company in this Agreement or any certificate delivered hereunder (including the certificate delivered pursuant to Section 8.3(b)); and (iii) if and to the extent not terminated at or prior to Closing, that certain Lease Guaranty, dated February 2010, by BSNA in consideration of and in order to induce the execution of that certain Lease Agreement, dated June 2005, between XxXxxxxx Management, Inc. and Galvamet America, Corp., predecessor to the Company, as amended; provided, however, that the Purchaser shall have no obligation to indemnify the Seller Indemnitees for any Damages arising out of or related to such Lease Guaranty arising from actions or omissions by BSNA or the Company prior to the Closing. (b) The Purchaser’s indemnification obligations pursuant to the provisions of this Section 10.4 are subject to the following limitations: (i) Seller Indemnitees shall not be entitled to recover under Section 10.4(a)(i) (except with respect to any breach relating to the Fundamental Representations) any Damages until the total amount which the Seller Indemnitees would recover under Section 10.4(a)(i) (except for the Fundamental Representations) exceeds the Basket, at which point the Purchaser shall be liable only for the amounts in excess of the Basket; provided that the Purchaser shall not be liable to indemnify Seller Indemnitees for any individual claim or claims relating to the same set of facts and circumstances pursuant to Section 10.4(a)(i) (except for the Fundamental Representations) until Seller Indemnitees have suffered aggregate Damages arising out of such claim or claims relating to the same set of facts and circumstances equaling or exceeding $50,000, in which case the Purchaser shall be liable for all Damages arising out of such claim subject to the limitations of this Section 10.4; and provided further that all claims for which the Purchaser is not required to indemnify Seller Indemnitees because the associated Damages do not equal or exceed $50,000 shall also not count towards the Basket. (ii) Seller Indemnitees shall not be entitled to recover under Section 10.4(a)(i) (except with respect to any breach relating to the Fundamental Representations) any Damages to the extent the aggregate claims under Section 10.4(a)(i) (except for the Fundamental Representations) of Seller Indemnitees exceed Liability Cap. (iii) The aggregate liability of the Purchaser for Damages of Seller Indemnitees under Section 10.4(a) shall not exceed the amount of the final Transaction Price. (iv) For purposes of computing the aggregate amount of claims against the Purchaser, the amount of each claim by a Seller Indemnitee in this Agreement (or an Other Agreement), or (C) any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement shall be deemed to be performed or observed an amount equal to, and any payments by Seller or a Seller Indemnitee the Purchaser pursuant to this Agreement Section 10.4 shall be limited to, the amount of Damages that remain after deducting therefrom any insurance proceeds and any indemnity, contributions or other similar payment, in each case, that are actually collected from any third party with respect thereto after the use of commercially reasonable efforts. (v) The Purchaser shall have no obligation to indemnify any Seller Indemnitees from and against any Damages arising out of the breach of any of the representations or warranties made herein unless, within the Survival Period, Seller Indemnitee delivers to the Purchaser a Notice of Claim pursuant to Section 10.5 or Section 10.6 relating to the breach which gives rise to such Damages. (vi) In the event of any matter giving rise to an Other Agreement)indemnity obligation of the Purchaser pursuant to this Section 10.4, the Seller will take such measures to mitigate the consequences of the matter as required by applicable Law. (vii) In any claim for indemnification hereunder, the Purchaser shall not be required to indemnify any Seller Indemnitee for exemplary or punitive damages unless actually paid to a third party. (Dviii) The Seller shall treat any payments that the Purchaser makes or receives pursuant to this Article X as an adjustment to or refund of (as applicable) the Excluded LiabilitiesTransaction Price for federal Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Transaction Price for federal Tax purposes.

Purchaser’s Indemnification Obligations. Purchaser Purchasers shall indemnify, defend and hold harmless Seller Sellers and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller “Sellers Indemnitees"”) from and against any and all Liabilities paid or payable by any Seller Sellers Indemnitee (collectively, "Seller “Sellers Losses"”) to the extent that such Seller Sellers Losses are based on, result from, or arise in connection with (a "Seller “Sellers Claim"”): the Assumed Liabilities after the Closing or breach of Purchaser's Purchasers’ representations and warranties set forth in Article V 5 and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 8.12 of this Agreement ("Purchaser “Purchasers Tax Obligations"”); provided, however, that Purchaser Purchasers shall not be obligated to indemnify, defend or hold harmless any Seller Sellers Indemnitee under this Section 10.1(c) 10.1.3 from any Seller Sellers Claim or for any Seller Sellers Losses incurred by a Seller Sellers Indemnitee to the extent arising out of or attributable to: (Aa) any act or omission by a Seller Sellers Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Sellers Indemnitee, or (Bb) the breach of any representation or warranty made by Seller Sellers or a Seller Sellers Indemnitee in this Agreement (or an Other Agreement), or (Cc) any failure of Seller Sellers or a Seller Sellers Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller Sellers or a Seller Sellers Indemnitee pursuant to this Agreement (or an Other Agreement), or (Dd) the Excluded Liabilities.