Common use of Seller's Indemnification of Purchaser Clause in Contracts

Seller's Indemnification of Purchaser. Subject to limitations in this ARTICLE IX, from and after the Closing, Seller shall indemnify, hold harmless and defend Purchaser and its directors, officers, employees, representatives, agents, controlling persons and its and their respective successors and assigns (together with Purchaser, the “Purchaser Indemnified Parties”) from and against any costs, expenses, liabilities, losses or damages, including reasonable attorneys’ fees, court costs and expenses (including reasonable attorneys’ fees and costs incurred in enforcing its rights under this ARTICLE IX and further INCLUDING WITHOUT LIMITATION FROM AND AGAINST ANY STRICT LIABILITIES OF THE PURCHASER INDEMNIFIED PARTIES), but excluding lost profits and diminution of value (collectively, a “Loss”), incurred by the Purchaser Indemnified Parties to the extent arising out of or related to (a) any breach by Seller of any representation, warranty, covenant or agreement contained herein; (b) actions or omissions of the Seller Indemnified Parties (as defined in Section 9.2) hereof occurring prior to the Effective Time in conducting the transactions and operations at the Branch Offices; (c) any claim arising after the Effective Time with respect to Excluded Liabilities and the Excluded Assets; (d) any claim arising after the Effective Time that relates to actions or events taken by or related to Seller or its Affiliates occurring prior to the Effective Time with respect to the Transferred Assets or the Assumed Liabilities; (e) any Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by, contributed to, or obligated to contribute to, at any time, by Seller or any Affiliate, including any liability (i) to the PBGC under Title IV of ERISA; or (ii) with respect to non-compliance with the notice and benefit continuation requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA); (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against the Purchaser involving any of the above; (f) the employment or termination of employment, including a constructive termination, by Seller of any individual (including, but not limited to, any employee of Seller or any Seller Affiliate); (g) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of the termination or dismissal (including constructive termination or dismissal), by Seller or of any or all Employees (whether or not constituting Transferred Employees) on or prior to the Effective Time; (h) any claims by a third party or Governmental Authority for violations of Environmental Laws to the extent any of the acts, omissions, facts, issues or conditions giving rise to such claims are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; or (i) any claims by any employee of Seller for workers compensation and/or related medical benefits incurred after the Closing which relate to an injury or illness originating prior to the Closing. Claims for indemnity must be made within the time frame set forth in Section 9.3(a).

Seller's Indemnification of Purchaser. Subject 13.1.1. It is understood and agreed that Purchaser does not assume, and shall not be obligated to limitations in pay, any Liabilities of Seller under the terms of this ARTICLE IXAgreement or otherwise and shall not be obligated to perform any obligations of Seller of any kind or manner except the Assumed Contracts. Seller hereby agrees to indemnify and hold Purchaser, its successors and assigns, harmless from and after against: (i) actions and Liabilities arising from the Closingoperation of the Stations prior to the Closing Date, including Actions and Liabilities arising or required to be performed prior to the Closing Date under any Contract assumed by Purchaser hereunder; (ii) any and all Losses resulting from a material misrepresentation, breach of warranty or nonfulfillment of a Contract on the part of Seller shall indemnifyunder this Agreement, hold harmless arising out of events occurring prior to the Closing Date, or from a material misrepresentation in or omission from any certificate, Ancillary Agreement or other instrument furnished to Purchaser pursuant to this Agreement, or in connection with any of the transactions contemplated hereby; and defend Purchaser (iii) any and its directors, officers, employees, representatives, agents, controlling persons and its and their respective successors and assigns (together with Purchaser, the “Purchaser Indemnified Parties”) from and against any costs, expenses, liabilities, losses or damagesall Losses, including reasonable attorneys’ ' fees, court costs and expenses (including reasonable attorneys’ fees and costs incurred in enforcing its rights under this ARTICLE IX and further INCLUDING WITHOUT LIMITATION FROM AND AGAINST ANY STRICT LIABILITIES OF THE PURCHASER INDEMNIFIED PARTIES), but excluding lost profits and diminution of value (collectively, a “Loss”), incurred by the Purchaser Indemnified Parties to the extent arising out of or related to (a) any breach by Seller of any representation, warranty, covenant or agreement contained herein; (b) actions or omissions of the Seller Indemnified Parties (as defined in Section 9.2) hereof occurring prior to the Effective Time in conducting the transactions and operations at the Branch Offices; (c) any claim arising after the Effective Time with respect to Excluded Liabilities and the Excluded Assets; (d) any claim arising after the Effective Time that relates to actions or events taken by or related to Seller or its Affiliates occurring prior to the Effective Time with respect to the Transferred Assets or the Assumed Liabilities; (e) any Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by, contributed to, or obligated to contribute to, at any time, by Seller or any Affiliate, including any liability (i) to the PBGC under Title IV of ERISA; or (ii) with respect to non-compliance with the notice and benefit continuation requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA); (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against the Purchaser involving any of the above; (f) the employment or termination of employment, including a constructive termination, by Seller of any individual (including, but not limited to, any employee of Seller or any Seller Affiliate); (g) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of Seller's failure or refusal to compromise or defend any Action incident to the termination or dismissal foregoing provisions. Notwithstanding the foregoing, Seller shall not be required to indemnify Purchaser under the foregoing clauses (including constructive termination or dismissali), (ii) or (iii) unless the aggregate amount owed by Seller or of any or all Employees (whether or not constituting Transferred Employees) on or prior to Purchaser pursuant to the Effective Time; (h) any claims by a third party or Governmental Authority for violations of Environmental Laws to the extent any of the acts, omissions, facts, issues or conditions giving rise to such claims are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; or foregoing clauses (i), (ii) any claims by any employee of and (iii) exceeds Fifty Thousand Dollars ($50,000.00), in which event Seller shall be required to indemnify Purchaser for workers compensation and/or related medical benefits incurred after the Closing which relate to an injury or illness originating prior to the Closing. Claims for indemnity must be made within the time frame set forth in Section 9.3(a)entire amount owed.

Seller's Indemnification of Purchaser. Subject to limitations in this ARTICLE IX, from and after To the Closingextent permitted by law, Seller shall indemnifywill, hold harmless if the Embarcadero Shares held by Seller are included in the securities as to which such Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify Purchaser, each of its directors and defend officers, each legal counsel and independent accountant of Purchaser, each underwriter, if any, of the Purchaser's securities covered by such a registration statement, each person who controls Purchaser or such underwriter within the meaning of the Act, against all Damages arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Seller of any rule or regulation promulgated under the Act applicable to Seller and its relating to action or inaction required of Seller in connection with any such Registration, qualification, or compliance, and will reimburse Purchaser, such directors, officers, employeespartners, representativespersons, agentslaw and accounting firms, controlling underwriters or control persons for any legal and its any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, or other document in reliance upon and their respective successors in conformity with written information furnished to Purchaser by Seller and assigns (together stated to be specifically for use in connection with the offering of securities of Purchaser, provided, however, that the “Purchaser Indemnified Parties”indemnity contained in this Section 3.6 shall not apply to amounts paid in settlement of any such Damages if settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) from and against any costsprovided, expensesfurther, liabilities, losses or damages, including reasonable attorneys’ fees, court costs and expenses (including reasonable attorneys’ fees and costs incurred in enforcing its rights that each Holder's liability under this ARTICLE IX and further INCLUDING WITHOUT LIMITATION FROM AND AGAINST ANY STRICT LIABILITIES OF THE PURCHASER INDEMNIFIED PARTIES), but excluding lost profits and diminution Section 3.6 shall not exceed Seller's proceeds from the offering of value (collectively, a “Loss”), incurred by the Purchaser Indemnified Parties to the extent arising out of or related to (a) any breach by Seller of any representation, warranty, covenant or agreement contained herein; (b) actions or omissions of the Seller Indemnified Parties (as defined securities made in Section 9.2) hereof occurring prior to the Effective Time in conducting the transactions and operations at the Branch Offices; (c) any claim arising after the Effective Time connection with respect to Excluded Liabilities and the Excluded Assets; (d) any claim arising after the Effective Time that relates to actions or events taken by or related to Seller or its Affiliates occurring prior to the Effective Time with respect to the Transferred Assets or the Assumed Liabilities; (e) any Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by, contributed to, or obligated to contribute to, at any time, by Seller or any Affiliate, including any liability (i) to the PBGC under Title IV of ERISA; or (ii) with respect to non-compliance with the notice and benefit continuation requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA); (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against the Purchaser involving any of the above; (f) the employment or termination of employment, including a constructive termination, by Seller of any individual (including, but not limited to, any employee of Seller or any Seller Affiliate); (g) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of the termination or dismissal (including constructive termination or dismissal), by Seller or of any or all Employees (whether or not constituting Transferred Employees) on or prior to the Effective Time; (h) any claims by a third party or Governmental Authority for violations of Environmental Laws to the extent any of the acts, omissions, facts, issues or conditions giving rise to such claims are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; or (i) any claims by any employee of Seller for workers compensation and/or related medical benefits incurred after the Closing which relate to an injury or illness originating prior to the Closing. Claims for indemnity must be made within the time frame set forth in Section 9.3(a)Registration.

Seller's Indemnification of Purchaser. Subject Except to limitations the extent otherwise provided in this ARTICLE IXSection 5.4, from Sell- er shall, or shall cause the Selling Companies to, indemnify Purchaser Indemnified Parties from, against, and after in respect of any and all Losses and Taxes (including Transfer Taxes to the Closing, Seller shall indemnify, hold harmless and defend Purchaser and its directors, officers, employees, representatives, agents, controlling persons and its and their respective successors and assigns extent contemplated by subparagraph (together with C) below) Purchaser, any of Purchaser's Affiliates, or any of the “Purchaser Indemnified Parties”Packaging Companies may suffer resulting from, arising out of, relating to, con- sisting of or caused by any liability for (A) from and against any costs, expenses, liabilities, losses Taxes of the Packaging Companies for any Pre-Closing Period ending on or damages, including reasonable attorneys’ before the Scheduled Closing Date; (B) any Taxes attributable to any of the Non-Packaging Assets for any taxable period; (C) any out-of-pocket fees, court costs and expenses or any Taxes solely attributable to the Restructuring (including reasonable attorneys’ fees and costs incurred (i) Transfer Taxes arising in enforcing its rights under this ARTICLE IX and further INCLUDING WITHOUT LIMITATION FROM AND AGAINST ANY STRICT LIABILITIES OF THE PURCHASER INDEMNIFIED PARTIES)the course of the Restructuring; (ii) any amount of or in respect of Victorian, but excluding lost profits and diminution Queensland or Western Australian stamp duty (including fines, penalties or interest) which becomes payable as a consequence of value (collectivelyx) guidelines issued pursuant to s137R of the Victorian Xxxxxx Xxx 0000 or an undertaking given pursuant to those guidelines; (y) s49C of the Xxxxxxxxxx Xxxxx Xxx 0000; or (z) Part IIIBAAA of the Western Xxxxxxxxxx Xxxxx Xxx 0000, a “Loss”), incurred by the Purchaser Indemnified Parties having applied to the extent Restructuring; and (iii) any Tax resulting from the applica- tion of Section 160ZZ0A of the Australian Income Tax Assess- ment Xxx 0000 (or any statutory re-enactment or replacement of that provision) by reason of Section 160ZZ0 of that Act (or any statutory re-enactment or replacement of that provision) having applied in relation to the disposal of an asset to a Packaging Company in the course of the Restructuring); (D) any Taxes of the Packaging Companies for the portion of any Strad- dle Period ending on the Scheduled Closing Date, computed in accordance with the procedures and principles set forth in subsection (c) of this Section 5.4; (E) any Taxes arising out of or related to a breach of the representations and warranties contained in Section 3.15; (aF) any breach by Seller Taxes of any representationmember of an affiliated, warrantyconsolidated, covenant combined or agreement contained herein; unitary group (bother than the Pack- aging Companies) actions or omissions of the Seller Indemnified Parties (as defined in Section 9.2) hereof occurring prior to the Effective Time in conducting the transactions and operations at the Branch Offices; (c) any claim arising after the Effective Time with respect to Excluded Liabilities and the Excluded Assets; (d) any claim arising after the Effective Time that relates to actions or events taken by or related to Seller or its Affiliates occurring prior to the Effective Time with respect to the Transferred Assets or the Assumed Liabilities; (e) any Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by, contributed to, or obligated to contribute to, at any time, by Seller or any Affiliate, including any liability (i) to the PBGC under Title IV of ERISA; or (ii) with respect to non-compliance with the notice and benefit continuation requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA); (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against the Purchaser involving any of the above; Packaging Companies (f) the employment or termination of employment, including a constructive termination, by Seller of any individual (including, but not limited to, any employee of Seller or any Seller Affiliate); (gpredecessor) WARN is or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as was a result of the termination or dismissal (including constructive termination or dismissal), by Seller or of any or all Employees (whether or not constituting Transferred Employees) member on or prior to the Effective TimeSched- uled Closing Date, by reason of the liability of any of the Packaging Companies under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law), or as a transferee or successor, by contract or otherwise; (hG) any claims payments required to be made after the Closing Date under any Tax Sharing Agreement, to which any of the Packaging Companies was obliged, or was a party, on or prior to the Scheduled Closing Date; (H) any liability to repay to any member of the Seller Group the whole or any part of any pay- ment received for Group Relief pursuant to any agreement or arrangement entered into by a third party any of the Packaging Companies on or Governmental Authority for violations of Environmental Laws before the Scheduled Closing Date (except to the extent that such repayment is as a result of Purchaser, other than at the direction of Seller, procuring the Packaging Company's withdrawal of such surrender); and (I) any franking deficit tax or franking additional tax or their equivalents applicable to companies owned by non-residents of Australia as set forth in the Treasurer's Announcement dated May 13, 1997 attribut- able to a franking deficit of any of the acts, omissions, facts, issues or conditions giving rise to such claims are a result Packaging Companies as of Seller’s intentional acts or omissions occurring prior the Scheduled Closing Date (except to the Effective Timeextent that deficit is reduced by a subsequent payment of Tax which is apportioned to Seller pursuant to Section 5.4(c) hereof or is otherwise borne by Seller); or and in each of (iA) any claims by any employee of Seller for workers compensation and/or related medical benefits incurred after the Closing which relate to an injury or illness originating prior through (I) above, to the Closing. Claims extent not paid on or before the Scheduled Closing Date; provided, however, that no Purchaser Indemni- fied Party shall be entitled under this Section 5.4 to multi- ple recovery for indemnity must the same Losses or Taxes; provided, further, that in no event shall any Purchaser Indemnified Party be made within indemnified from and against any Taxes (including Transfer Taxes) solely attributable to the time frame set forth in Section 9.3(a)Rockware Restructuring.

Seller's Indemnification of Purchaser. Subject 13.1.1. It is understood and agreed that Purchaser does not assume, and shall not be obligated to limitations in pay, any Liabilities of Seller under the terms of this ARTICLE IXAgreement or otherwise and shall not be obligated to perform any obligations of Seller of any kind or manner except the Assumed Liabilities. Seller hereby agrees to indemnify and hold Purchaser, its successors and assigns, harmless from and after against: (i) actions and Liabilities arising from the Closingoperation of the Stations prior to the Closing Date, including Actions and Liabilities arising or required to be performed prior to the Closing Date under any Contract assumed by Purchaser hereunder; (ii) any and all Losses resulting from a misrepresentation, breach of warranty or nonfulfillment of a Contract on the part of Seller shall indemnifyunder this Agreement, hold harmless arising out of events occurring prior to the Closing Date, or from a material misrepresentation in or omission from any certificate, Ancillary Agreement or other instrument furnished to Purchaser pursuant to this Agreement, or in connection with any of the transactions contemplated hereby; and defend Purchaser (iii) any and its directors, officers, employees, representatives, agents, controlling persons and its and their respective successors and assigns (together with Purchaser, the “Purchaser Indemnified Parties”) from and against any costs, expenses, liabilities, losses or damagesall Losses, including reasonable attorneys’ ' fees, court costs and expenses (including reasonable attorneys’ fees and costs incurred in enforcing its rights under this ARTICLE IX and further INCLUDING WITHOUT LIMITATION FROM AND AGAINST ANY STRICT LIABILITIES OF THE PURCHASER INDEMNIFIED PARTIES), but excluding lost profits and diminution of value (collectively, a “Loss”), incurred by the Purchaser Indemnified Parties to the extent arising out of or related to (a) any breach by Seller of any representation, warranty, covenant or agreement contained herein; (b) actions or omissions of the Seller Indemnified Parties (as defined in Section 9.2) hereof occurring prior to the Effective Time in conducting the transactions and operations at the Branch Offices; (c) any claim arising after the Effective Time with respect to Excluded Liabilities and the Excluded Assets; (d) any claim arising after the Effective Time that relates to actions or events taken by or related to Seller or its Affiliates occurring prior to the Effective Time with respect to the Transferred Assets or the Assumed Liabilities; (e) any Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by, contributed to, or obligated to contribute to, at any time, by Seller or any Affiliate, including any liability (i) to the PBGC under Title IV of ERISA; or (ii) with respect to non-compliance with the notice and benefit continuation requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA); (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against the Purchaser involving any of the above; (f) the employment or termination of employment, including a constructive termination, by Seller of any individual (including, but not limited to, any employee of Seller or any Seller Affiliate); (g) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of Seller's failure or refusal to compromise or defend any Action incident to the termination or dismissal foregoing provisions. NOTWITHSTANDING THE FOREGOING, SELLER SHALL NOT BE REQUIRED TO INDEMNIFY PURCHASER UNDER THE FOREGOING CLAUSES (including constructive termination or dismissali), by Seller or of any or all Employees (whether or not constituting Transferred Employeesii) on or prior to the Effective Time; OR (hiii) any claims by a third party or Governmental Authority for violations of Environmental Laws to the extent any of the acts, omissions, facts, issues or conditions giving rise to such claims are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; or UNLESS THE AGGREGATE AMOUNT OWED BY SELLER TO PURCHASER PURSUANT TO THE FOREGOING CLAUSES (i), (ii) any claims by any employee of Seller for workers compensation and/or related medical benefits incurred after the Closing which relate to an injury or illness originating prior to the Closing. Claims for indemnity must be made within the time frame set forth in Section 9.3(aAND (iii) EXCEEDS TEN THOUSAND DOLLARS ($10,000.00), IN WHICH EVENT SELLER SHALL BE REQUIRED TO INDEMNIFY PURCHASER FOR THE ENTIRE AMOUNT OWED.