Seller Indemnity. Subject to the provisions of Section 8.04 hereof, Seller shall defend, indemnify and hold harmless Buyer (and their respective directors, officers, employees, agents, affiliates, successors and assigns) from and against any and all demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, damages (including without limitation punitive, exemplary or consequential damages, lost income and profits, interruptions of business and diminution in the value of stock), liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder), whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by Buyer or its directors, officers, employees, agents, affiliates, successors or assigns by reason of, resulting from, arising out of, based upon, awarded or asserted against or otherwise in respect of:
(a) any period or periods of Seller ending prior to the Closing and which involve any claims against Seller, or their respective properties or assets, relating to actions or inactions of Seller or its officers, directors, shareholder, employees or agents prior to Closing, or the operation of the business of Seller prior to the Closing unless such liability relates to an Assumed Obligation;
(b) any breach of any representation and warranty contained in this Agreement or any misrepresentation in or omission on the part of Seller contained in any certificate furnished or to be furnished to Buyer by Seller pursuant to this Agreement; and
(c) the remedy and right of recovery for any indemnity claim covered hereby shall be limited to the recovery by Buyer of the consideration paid hereunder. The indemnity herein contained shall expire one year following the Closing; provided, however, that if an indemnity claim is asserted prior to such expiration date, but is contested or otherwise not resolved at such expiration date, this indemnity shall expire with respect to such claim only upon resolution of the claim.
Seller Indemnity. Seller will indemnify, defend and save Xxxxx harmless from, against, for and in respect of the following:
(1) any and all liabilities and obligations of Seller (whether absolute, accrued, contingent or otherwise and whether a contractual, tax or any other type of liability, obligation or claim) not specifically assumed by Buyer pursuant to this Agreement and the Assumption Agreement;
(2) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx and arising from a breach of any material representation or warranty of Seller contained in or made pursuant to this Agreement (including the Schedules and Exhibits attached hereto), or in any certificate, instrument or agreement delivered by Seller pursuant hereto or in connection with the transactions contemplated hereby;
(3) any damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by Xxxxx and arising from a breach of any material covenant or agreement of Seller contained in or made pursuant to this Agreement; and
(4) all reasonable costs and expenses (including, without limitation, reasonable attorneys', accountants', and other professional fees and expenses) incurred by Xxxxx in connection with any action, suit, proceeding, demand, investigation, assessment or judgment incident to any of the matters indemnified against under this
Seller Indemnity. Subject to the other provisions of this Agreement, Seller, on behalf of itself, its Affiliates, successors and assigns, agrees to indemnify, defend and hold harmless Buyer, its Affiliates, and their successors, assigns, officers, directors, employees, and agents, from and against any and all liabilities, losses, expenses and claims for personal injury or damage to tangible personal or real property that arise from or out of Seller's willful misconduct in performing its obligations under this Agreement.
Seller Indemnity. Parent and Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Subsidiaries and their respective Affiliates from and against, without duplication, (i) any Income Taxes of the Company and its Subsidiaries for any Pre-Closing Period or resulting from any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any Person other than the Company and its Subsidiaries, including any Taxes for which the Company or any of its Subsidiaries are liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes of the Company and its Subsidiaries for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Closing Date Balance Sheet; (iv) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; and (v) any Loss incurred by the Purchaser or any of its Affiliates to the extent arising out of or resulting from any breach of (A) any covenant or agreement contained in Section 5.01(b)(viii) to the extent such covenant or agreement has been made with respect to Income Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII.
Seller Indemnity. Seller shall indemnify and hold harmless Buyer from and against any and all claims, losses, liabilities, costs and expenses, whether or not relating to litigation or threatened litigation, arising out of:
(a) any failure by Seller to perform any of its obligations hereunder;
(b) the sale of product manufactured and pack- aged by Seller prior to the Closing Date (provided however that Buyer shall bear the burden of proof with regard to any claim that product was made by Seller and such product caused the damage for which indemnification is sought);
(c) the conduct of the Business by Seller prior to the Closing Date;
(d) any debt or other liability of Seller not specifically assumed by Buyer in the Assumption Agreement;
(e) any claim by an employee or former employee of the Seller to the extent it arises as a result of either (i) the sale of the Assets or the Business (if such employee is not on the Transferred Employee list), (ii) the conduct of the Seller prior to or at closing or (iii) the cessation of employee's em- ployment by the Seller prior to Closing (whether or not employee commences employment with Buyer) including without limitation any payments made pursuant to the Worker Adjustment and Retraining Notification Act, P.L. 100-39 ("WARN") or any other applicable law, contract or agreement; or
(f) any misrepresentation or breach of warranty contained in this Agreement by Seller other than a misrepresenta- tion or breach of warranty relating to liability asserted pursu- ant to the preceding subsections of this subsection 14.1 or assorted pursuant to subsection 14A. Except for indemnification arising under subsec- tion 14.1(f), no indemnification shall be available under this subsection 14.1 for claims, losses, liabilities, costs and expenses relating to remediation or compliance for which indemni- fication was sought or could have been sought under subsection 14A(e).
Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its parent companies and each of their subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives and shareholders, predecessors and successors, from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fees and expenses (including, without limitation, reasonable costs and expenses of investigation and settlement and reasonable attorneys’ fees and expenses) (collectively, “Losses”), to the extent arising out of or relating to any breach by Seller of its representations, warranties, covenants or obligations set forth in this Agreement. Such indemnification obligations shall survive the expiration or termination of this Agreement for any reason.
Seller Indemnity. Seller shall indemnify and hold harmless Purchaser, the affiliates, officers, directors and partners of each Purchaser, any underwriter (as defined in the Securities Act) for Purchaser, and each person, if any, who controls Purchaser or underwriter (within the meaning of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, (iii) any violation or alleged violation by Seller of the Securities Act, the Exchange Act, or (iv) any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and Seller shall reimburse Purchaser, affiliate, officer or director or partner, underwriter or controlling person for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Seller shall not be liable to any Purchaser in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation.
Seller Indemnity. Seller hereby agrees to indemnify, defend and hold Buyer harmless from and against any and all claims, losses, costs, damages and obligations arising by reason of the failure of Seller to fulfill, perform, discharge, and observe its obligations with respect to the Contracts arising before the Closing Date.
Seller Indemnity. The Seller undertake to irrevocably and unconditionally fully indemnify and keep indemnified and hold harmless the Purchaser and the Issuer from and against any and all losses, liabilities, obligations, damages, judgments, deficiencies, claims, demands, suits, proceedings, arbitration, assessments, costs and expenses (including expenses of investigation and enforcement of this indemnity and reasonable solicitors’ fees and expenses) (collectively, “Claims”), sustained, incurred, suffered or paid by the Purchaser and/or the Issuer directly or indirectly, as a result of or arising out of:
7.1.1 any breach of any Pre-Closing Covenants set out in Schedule 2;
7.1.2 any breach of any Warranty; or
7.1.3 any Claims involving fraud or misconduct involving dishonesty on the part of the Seller and/or misrepresentation which results in a breach of the Warranties or otherwise, provided that the indemnity contained in this Clause 7.1 shall be without prejudice to any other rights or remedies of the Purchaser and/or the Issuer and all such other rights or remedies are hereby expressly reserved to the Purchaser and/or the Issuer. For the avoidance of doubt, the Claims shall include an amount that would be necessary to put the Purchaser in the same position as if no breach had occurred.
Seller Indemnity. From and after the Closing, Seller shall indemnify and reimburse Buyer and its Affiliates in respect of any Damages actually suffered by Buyer or its Affiliates and its and their directors, managers, officers and employees, to the extent relating to or arising out of:
(i) any Third Party Claim with respect to:
(A) the business of Seller and its Affiliates (other than the Target Companies and the Business) prior to the Closing, including Third Party Claims arising after the Closing but to the extent relating to pre-Closing operations, excluding in each case any such Damages (1) arising from a warranty claim in respect of any products sold by Seller or any of its Affiliates (other than the Target Companies) to the Target Companies prior to the Closing (“Advance Products”), (2) relating to the resale of any Advance Products by any Target Company to any third party prior to the Closing, (3) relating to the resale of any Worldpac Products by Seller or any of its Affiliates (other than the Target Companies) to a third party prior to the Closing, (4) relating to any liability expressly allocated in this Agreement or in any Transaction Document and (5) any Security Incident occurring during the Pre-Closing Period and impacting (x) any information technology system, Personal Information, or confidential information of the Target Companies used or Processed in connection with the Business, or (y) any Personal Information or confidential information of the Target Companies (other than the Specific Indemnification Matter);
(B) Taxes payable on a consolidated, combined, affiliated, unitary or similar basis by any Tax group that includes Seller or at least one Affiliate of Seller that is not a Target Company;
(C) the Specific Indemnification Matter;
(ii) any claim (including any Proceeding) arising from (A) any Shared Contract, or (B) any Material Contract to the extent relating to the Business (including as operated during the last twelve (12) months prior to the Closing), by and among Seller or any of its Affiliates (other than the Target Companies), on the one hand, and any third party, on the other hand, including any liability arising as a result of joint and several liability thereunder.
