Common use of Seller’s Obligation to Indemnify Clause in Contracts

Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3, Seller shall indemnify and hold Purchaser and any of Purchaser's direct or indirect wholly-owned subsidiaries, and Purchaser and such subsidiaries only, harmless in respect of any and all Damages actually incurred, suffered or sustained by Purchaser in connection with (i) an imposition of any liability against Purchaser in connection with any Excluded Asset or arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason of, in connection with, or relating to any Environmental Claim resulting from, arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct of the Business by Seller at anytime prior to the Closing Date, in either case, even if such claim is not discovered until after the Closing Date, (vi) the costs of any Remedial Action necessary in connection with any of the Assets in order to prevent the occurrence of any Environmental Claim or arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (herein, the "Cap").

Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3provisions of this Chapter VI, Seller shall indemnify agrees to indemnify, maintain exempt and hold Purchaser exempt from any responsibility Buyer, its Affiliates, partners, attorneys-in-fact, representatives, administrators, Related Parties, successors and assignees (each one referred to as “Buyer’s Indemnifiable Party”), from and against Losses suffered or incurred thereby, as a result of any of Purchaser's direct the following events: (i) any infringement to any of the representations and warranties provided in Chapter IV, including as a result of any false, incomplete, inaccurate or indirect wholly-owned subsidiariesincorrect representation provided therein; (ii) any infringement to, breach or failure by Seller to comply with any obligation or covenant established herein that has not been resolved by Seller within thirty (30) days after receiving written notice delivered to Seller by Buyer, and Purchaser the No-Competition Obligation, the No-Soliciting Obligation, in relation to the persons indicated in item (a)(a.1) of Section 8.7.2, and such subsidiaries onlythe confidentiality obligation, harmless in respect of shall not be subject to remedy; (iii) any and all Damages actually incurred, suffered Obligations or sustained by Purchaser in connection with (i) an imposition of any liability against Purchaser in connection with any Excluded Asset or arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable Claims related to the transactions contemplated by this AgreementCompanies, (v) arising from, by reason of, in connection with, or relating to any Environmental Claim resulting from, arising out of or relating to the ownershipBusiness, operationto the Companies’ Bonds, condition at anytime on known or before the Closing Date unknown, as a result of acts, facts or the conduct of the Business by Seller at anytime omissions occurred prior to the Closing Date, disclosed to Buyer or not, regardless of (a) the occasion on which the effects of the Losses occur, (b) whether they characterize or not an obligation indemnifiable under the terms of Section 6.1(i), (c) misconduct or fault or (d) being listed in either casethe Exhibits of this Agreement; and (iv) any and all Obligations of Seller and its Related Parties (with exception of the Companies), including those related to the other businesses of Seller and its Related Parties other than the Business (including any obligations of Seller or its Controlled Companies in M&A operations, even if related to the Companies, such claim is as indemnification, payment of price, holdback release and/or earn-out payment), regardless of the date on which they have arisen or any disclosure made to Buyer in that regard. 6.1.1. The following shall not discovered until after exempt or reduce the obligation to indemnify (a) conduction of Due Diligence by Buyer in the Business, at Seller or in the Companies; (b) mention in this Agreement or in its Exhibits of any document, information, issue or contingency, including as a result of the update of Exhibits up to the Closing Date; (c) possible knowledge (actual or potential) by the Indemnified Party of untruthfulness, (vi) the costs inadequacy, inaccuracy, imprecision, incompleteness of any Remedial Action necessary in connection or noncompliance with any representation provided by Seller or by the Companies in this Agreement, and any contingencies, liabilities or other obligations; or (d) any approval of the Assets administrators’ accounts or of the financial statements of the Companies, in order to prevent the occurrence of any Environmental Claim or arising out of or based upon a condition relating relation to the Assets which existed period prior to the Closing Date, or (vii) arising from, reason of or in connection with granted after the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (herein, the "Cap")Closing Date already under Buyer’s management.

Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3, Seller shall defend, indemnify and hold Purchaser and any of Purchaser's direct or indirect wholly-owned subsidiariesharmless Buyer, PEI, their respective Affiliates, and Purchaser their respective Representatives, successors and such subsidiaries onlyassigns (collectively, harmless in respect of “Buyer Indemnified Parties”), from and against any and all Damages actually incurredfirst and third party actions, suffered or sustained by Purchaser in connection with suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses (iincluding without limitation reasonable attorneys’, experts’ and consultants’ fees) an imposition of any liability against Purchaser in connection with any Excluded Asset or (collectively, “Adverse Consequences”), arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason out of, or in connection with, or relating caused by, directly or indirectly, any or all of the following: (a) any misrepresentation, Breach or failure of any warranty, representation, agreement, covenant or certification made by the Companies or Seller, in this Agreement or pursuant hereto; (b) the operation of the Business prior to Closing; (c) any Environmental Claim resulting fromsuccessful action by Buyer against Seller or the Companies to enforce this Agreement or any of the agreements, documents or instruments contemplated hereby or executed in connection herewith; (d) any Proceeding or Judgment arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct ownership of the Business by Seller at anytime Stock prior to the Closing Date, including, without limitation, any ownership of Stock by Xxxxx (provided that, with respect to the Xxxxx Proceeding, reasonable attorneys’ fees shall be paid as set forth in either case, even if such claim is not discovered until after Section 12.4); (e) any failure or refusal by Seller or the Closing Date, Companies to satisfy or perform any term or condition of this Agreement to be satisfied or performed by them; (vif) the costs any Liability of any Remedial Action necessary in connection with Seller constituting an Encumbrance on any of the Assets in order to prevent the occurrence of Stock; (g) any Environmental Claim Proceeding or Judgment arising out of or based upon a condition relating to any of the Assets which existed foregoing. Notwithstanding the foregoing, prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (hereinhereunder, the "Cap")obligations in the preceding sentence shall be joint and several obligations of Seller and the Companies. All references in this Agreement, and in any document, agreement, instrument or certificate delivered pursuant to this Agreement, to “material,” “material respects,” “material adverse change,” “material adverse effect” and similar materiality qualifications shall be excluded when determining whether there has been a breach of a representation or warranty for which Buyer is entitled to indemnification under this Section 11.

Seller’s Obligation to Indemnify. Subject Buyer pursuant to this Section 10.2 shall be subject to all of the following limitations: (i) No indemnification shall be required to be made by Seller under this Section 10.2 until the aggregate amount of damages of Buyer exceeds Fifty Thousand Dollars ($50,000) and then only with respect to the limitations amount of such damages in excess of Fifty Thousand Dollars ($50,000) (the prorations under Section 2.3(b) shall not be subject to this limitation); provided that Seller's maximum liability for the entire amount owed pursuant to this Section 10.2 is One Hundred Fifty Thousand Dollars ($150,000). (ii) Buyer shall be entitled to indemnification only for those damages arising with respect to any claim as to which Buyer has given Seller written notice within the appropriate time period set forth in Section 10.310.1 hereof for such claim. (iii) Following the Closing, the sole and exclusive remedy for Buyer for any claim against Seller shall indemnify and hold Purchaser and any (whether such claim is framed in tort, contract or otherwise) arising out of Purchaser's direct or indirect wholly-owned subsidiaries, and Purchaser and such subsidiaries only, harmless in respect of any and all Damages actually incurred, suffered or sustained by Purchaser in connection with (i) an imposition of any liability against Purchaser in connection with any Excluded Asset or arising from any Excluded Liability, (ii) the a breach of any representation or warranty contained in Section 6, (iii) the breach covenant or other failure of Seller to perform any covenant, agreement herein or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason of, in connection with, or relating to any Environmental Claim resulting from, otherwise arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct of the Business by Seller at anytime prior to the Closing Date, in either case, even if such claim is not discovered until after the Closing Date, (vi) the costs of any Remedial Action necessary in connection with any of the Assets in order to prevent the occurrence of any Environmental Claim or arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as transactions contemplated by this Agreement or the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that Station shall be a claim for indemnification pursuant to this Section 10.2. (iv) Anything in no case shall Seller's obligations to Purchaser this Agreement or any party associated applicable law to the contrary notwithstanding, it is understood and agreed by Buyer that no director, officer, employee, agent or Affiliated with Purchaser in respect affiliate of Damages incurred by reason Seller shall have any personal liability to Buyer as a result of the breach of any representation, warranty, covenant or agreement of Seller contained herein or otherwise arising out of or in connection with this Agreement the transactions contemplated hereby or the breach, non-performance or any other Claim in respect hereto exceed the amount operations of the Purchase Price (herein, the "Cap")Station and Buyer waives and releases and shall have no recourse against any of such parties.

Seller’s Obligation to Indemnify. Subject Seller agrees to -------------------------------- indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates and permitted assigns) from and against all Losses incurred by Buyer or the Company based upon, or arising out of: (a) Seller's failure to perform its obligations under Article X; (b) Seller's failure to perform its obligations under Section 3.18; (c) any inaccuracy in, or any breach of, any representation, warranty, covenant or agreement of Seller contained herein or in any certificate or Schedule delivered to Buyer in connection herewith to the limitations set forth extent that such Losses exceed the sum of $100,000 in Section 10.3the aggregate; (d) subject to the other provisions of this Agreement, Seller shall indemnify and hold Purchaser and any of Purchaser's direct or indirect wholly-owned subsidiaries, and Purchaser and such subsidiaries only, harmless in respect of any and all Damages actually incurredLosses, suffered or sustained on a first dollar basis, in excess of the reserves therefor maintained by Purchaser the Company as of the Computation Date (provided that such reserves shall have been taken into account in determining the Purchase Price), attributable to any and all (i) claims arising in connection with (i) an imposition of any liability against Purchaser in connection with any Excluded Asset or arising from any Excluded Liabilitythe American Mid-States Life Insurance Company insolvency, (ii) the breach claims relating to a reserve deficiency under that certain stop-loss reinsurance treaty with Reinsurance Company of any representation or warranty contained in Section 6Hanover, and (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) claims arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason of, in connection with, or relating to any Environmental Claim resulting from, arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct of the Business by Seller at anytime prior to the Closing Date, in either case, even if such claim is not discovered until after the Closing Date, (vi) the costs of any Remedial Action necessary in connection with any of the Assets in order to prevent the occurrence of any Environmental Claim or arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships insolvency of Xxxxxx Xxxxxxxxxx Life Insurance Company; and (e) Post-execution Claims Seller chooses to indemnify Buyer for pursuant to clause (c) of the Business; PROVIDED that in no case shall Seller's obligations proviso of Section 7.6 or pursuant to Purchaser the proviso of Section 5.18. Promptly after receipt by Buyer of notice of any demand, claim or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement circumstances which may give rise to Losses or the breachcommencement (or threatened commencement) of any action, non-performance proceeding or investigation that may result in Losses (any other Claim of the foregoing being defined as an "Asserted Liability"), Buyer shall give notice thereof to Seller, describing in respect hereto exceed reasonable detail the Asserted Liability and the specific circumstances thereof, indicating the reasonably anticipated amount of the Purchase Price (hereinLosses that have been or may be suffered by Buyer, and specifying the provision or provisions of this Agreement that such Asserted Liability relates to. Notwithstanding anything to the contrary contained in this Agreement, the "Cap")maximum liability of Seller for indemnification claims under Section 9.1(c) shall be $5,000,000, and Seller shall not be liable under Section 9.1(c) or otherwise with respect to any Loss arising from claims incurred but not reported to the Company arising under any Reinsurance Treaty, Retrocession Agreement or other reinsurance obligation of the Company.

Seller’s Obligation to Indemnify. Subject to the limitations set forth in this Section 10.310, Seller shall undertakes to hold harmless and indemnify and hold Purchaser and any of Purchaser's direct or indirect wholly-owned subsidiariesBuyers, their Affiliates (including, after the Closing Date, the Companies), and Purchaser each of their respective managers and such subsidiaries onlyEmployees (jointly, harmless in respect of the “Buyers Indemnitees”) from and against any and all Damages actually incurred, suffered or sustained Losses incurred by Purchaser in connection with (i) an imposition a Buyers Indemnitee as a result of any liability against Purchaser of the following: (a) Breach or inaccuracy of any of the representations and warranties made by Seller in connection with any Excluded Asset or arising Section 7; provided, that for purposes of this Section 10.1(a) the amount of Losses resulting from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the such breach or other failure of Seller inaccuracy shall be determined without giving effect to perform any covenantqualification contained therein as to Knowledge and/or materiality; and/or (b) Breach of, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of perform, any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason of, in connection with, or relating to any Environmental Claim resulting from, arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct of the Business covenants, undertakings or obligations made by Seller at anytime or, prior to the Closing Date, attributable to any of the Companies under this Agreement; and/or (c) Acts, facts or omissions relating to any of the Companies, Oxicap and/or Cetrel, occurred or existing prior to the Closing Date, regardless of the fact that any such Loss or basis for a potential Loss is identified on any Schedule to this Agreement, registered and/or disclosed in either casefinancial statements of the Companies and/or in any way known to Buyers; provided that costs or expenses incurred by any of the Companies after the Closing Date arising from valid transactions and/or obligations contracted in accordance with the applicable Law in the Ordinary Course, even if such claim is with the benefits thereof accruing to the Companies after the Closing Date, shall not discovered until be indemnifiable; and/or (d) The implementation of the Corporate Reorganization, and related actions pursuant to Schedule 3.1(b) and/or the termination or acceleration of the vesting periods, as applicable, of Seller’s SIP (as well as settlement in connection therewith); and/or Table of Contents (e) Termination of the Companies’ agreements with its customers as a result of the non-granting of Third Party Authorizations in connection with the Investment and the Share Purchase and Sale, in which case loss of profits (limited to profits to be accrued (i) within two years after the Closing Date, (viii) until the costs of any Remedial Action necessary in connection with any original term of the Assets agreement, or (iii) until the date in order to prevent which the occurrence of any Environmental Claim or arising out of or based upon agreement would be terminated if such agreement could be unilaterally terminated by the respective counterparty and a condition relating notice in this sense was sent at the Closing Date; whichever term is shorter, as applicable) will also be indemnifiable, to the Assets which existed extent Buyers Indemnitees are able to demonstrate the amount of the profits lost assuming such agreement would be performed in the Ordinary Course; except, in any case, for the Material Consents (as set out in Schedule 3.2(d)) to the extent they are obtained prior to the Closing Date with no surviving obligations (in addition to those already provided in the relevant agreement) and/or Losses as a result of obtaining the consents (if there are such surviving obligations and/or Losses, they shall be indemnified); and/or (f) Claims brought by Third Parties against any of the Buyers Indemnities and arising from or relating to acts or omissions of Seller, any of its Affiliates (except any of the Companies, unless this Agreement was terminated prior to Closing) and/or the Carve-Out Entities, whether such acts, omissions and/or Claims occur before or after the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships regardless of the Businessfact that any such Claims or basis for such Claims are identified on any Schedule to this Agreement and/or in any way known to Buyers; (g) The EPP Agreements provided they result from (i) acts, facts or omissions occurred or existing prior to the Closing Date (including the structuring of the EPP Agreements and/or the rights and/or obligations established thereunder, in both cases as originally conceived, existing and/or as amended until the Closing Date), and/or (ii) the EPP Pre-Closing Adjustments; PROVIDED that for the sake of clarity, assuming Buyer’s Indemnitee complies with all provisions of the EPP Agreements in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages the Ordinary Course, and Losses are incurred by reason Buyer’s Indemnitee as a result of or the foregoing items “i” and “ii”, the Losses relating to facts (a) before the Closing Date shall be fully indemnifiable, and (b) after the Closing Date to be indemnifiable shall consist in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed all corresponding Losses less the amount of Tax savings of the Purchase Price Company out of such performances (hereinin any case, the "Cap"subject to Section 10.3(c).); and/or

Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3, Seller shall defend, indemnify and hold Purchaser harmless Buyer, its Representatives and any of Purchaser's direct or indirect wholly-owned subsidiariestheir respective successors and assigns, from and Purchaser and such subsidiaries only, harmless in respect of against any and all Damages actually incurredfirst and third party actions, suffered or sustained by Purchaser in connection with suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses (iincluding without limitation reasonable attorneys’, experts’ and consultants’ fees) an imposition of any liability against Purchaser in connection with any Excluded Asset or (collectively “Adverse Consequences”), arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason out of, or in connection with, or relating caused by, directly or indirectly, any or all of the following: (a) any misrepresentation, Breach or failure of any warranty, representation, agreement, covenant or certification made by Seller, and/or EVP, in this Agreement or pursuant hereto; (b) any successful action by Buyer against Seller or EVP to enforce this Agreement or any Environmental Claim resulting fromof the agreements, documents or instruments contemplated hereby or executed in connection herewith; (c) any Proceeding or Judgment arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct ownership of the Business by Seller at anytime EVP Membership Interests prior to the Closing Date, in either case, even if such claim is not discovered until after the Closing Date, (vid) the costs any failure or refusal by Seller or EVP to satisfy or perform any term or condition of this Agreement to be satisfied or performed by them; (e) any Remedial Action necessary in connection with Liability of EVP constituting an Encumbrance on any of the Assets in order to prevent the occurrence of EVP Membership Interests; (f) any Environmental Claim Proceeding or Judgment arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Businessforegoing; PROVIDED that and (g), for a period of three (3) years after Closing, any currently existing liabilities of EVP relating to their operations. All references in no case this Agreement, and in any document, agreement, instrument or certificate delivered pursuant to this Agreement, to “material,” “material respects,” “material adverse change,” “material adverse effect” and similar materiality qualifications shall Seller's obligations be excluded when determining whether there has been a breach of a representation or warranty for which Buyer is entitled to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with indemnification under this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (herein, the "Cap")Section 9.