Special Indemnities. Seller and Shareholder shall jointly and severally indemnify and hold UCI, UCI of SC and Doctor's Care and their respective officers, directors, and agents harmless from any and all losses, damages, liabilities, claims, suits, demands, penalties, assessments, obligations, causes of action, or costs (including reasonable litigation expenses and legal fees) asserted against or incurred by UCI, Doctor's Care, or UCI of SC as a result of:
Special Indemnities. Without limiting the generality of Article 8.1(a) and notwithstanding the following matters set forth in this Article 8.1(b) being Disclosed, Chairman Hong shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Losses arising, directly or indirectly, from or in connection with the matters set forth in this Article 8.1(b).
Special Indemnities. 7.1 The Seller shall indemnify and hold harmless the Purchaser on a EUR per EUR basis in respect of any and all Losses suffered by the Company and/or the Purchaser in connection with the following (the “Special Indemnities”):
Special Indemnities. Seller Parties shall jointly and severally indemnify and hold Buyer and Buyer’s respective officers, directors, partners, shareholders, members, managers, and agents harmless from any and all Indemnity Damages asserted against or incurred by the indemnified party:
Special Indemnities. The Sellers shall indemnity the Buyers Indemnified Parties for all Losses suffered or incurred as a result of item 1 set forth on Section 4.6 of the Seller Disclosure Letter as provided in this Article VIII.
Special Indemnities. Except for fraud, no claim for Closing Working Capital, Closing Working Capital Adjustment, or Closing Cash pursuant to clauses (v) or (vi) of Section 8.2(a) may be made after the resolution of the matters as set forth in Section 1.4. No claim pursuant to clause (iv) of Section 8.2(a) may be made after the expiration of the applicable statute of limitations with respect to such matters. No claim pursuant to clause (ix) of Section 8.2(a) may be made after 30 days after the expiration of the statute of limitations applicable to the subject matter of such matters and not general breach of contract claims. No claim pursuant to clause (x) of Section 8.2(a) may be made after the date that is eighteen (18) months following the Closing Date. The expiration of any claim period set forth in this Section 8.1(d) shall not affect any indemnification claim with respect to the matters set forth in a corresponding written Indemnification Claim Notice if a written Indemnification Claim Notice with respect to such indemnification claim is delivered in accordance with Section 8.4 below prior to any such expiration date.
Special Indemnities. §9. Tax Matters
Special Indemnities. (a) Sellers shall indemnify Buyer from and against the entirety of any Adverse Consequences (affecting Buyer or Target) resulting from, arising out of or relating to any and all liabilities of Target (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for taxes), except for: (i) liabilities included and described in the Most Recent Balance Sheet (rather than in any notes thereto); (ii) those liabilities that have arisen since the Most Recent Fiscal Month End in the Ordinary Course of Business; and (iii) those liabilities set forth with specificity on Disclosure Schedule 4(i). (b) Sellers shall indemnify Buyer from and against the entirety of any Adverse Consequences (affecting Buyer or Target) resulting from, arising out of or relating to Target listing, depicting or representing on its Tax Returns and/or Financial Statements that Target owned real property that was actually not owned by Target.
Special Indemnities. (a) From and after July 29, 1993, subject to Section 6.02(b) hereof, each Party (the “First Party”) shall indemnify and hold harmless the other Party or any of its Affiliates for [*] of any Damages incurred by such other Party or its Affiliates to any Third Party in any country in Territory B in connection with (i) the preparation of the commercialization of a Product, (ii) the manufacture of the active substance chemical bulk used in the Products, (iii) the manufacture of the Products (i.e., the transformation of the active substance chemical bulk into finished, packaged and labeled Products), (iv) the marketing, promotion, sale and distribution of the Products or (v) any other activity undertaken by such other Party or its Affiliates in connection with the transactions contemplated by this Agreement (collectively, the “Covered Activities”), but, in each case, only to the extent relating to the Products; provided, however, that the indemnification provisions of this Section 6.02(a) shall not apply to Damages arising out of, or resulting from, (x) [*] in which [*] or (y) any claim relating to [*] in any given country based on facts arising during the period in which [*].
Special Indemnities. Without regard to any limitation set forth in this Article VII, the Seller agrees to indemnify, defend, and hold harmless the Purchaser Indemnitees from, and against all Purchaser Damages asserted against, imposed upon or incurred by the Purchaser Indemnities relating directly or indirectly to (i) the Class B Stock or (ii) the 4 1/2% Exchangeable Subordinated Debentures Due 2004 of McKesson Corporation ("Armor All Bonds") issued pursuant to an Indenture dated as of March 24, 1994 between McKesson Corporation and the First National Bank of Chicago, as Trustee (the "Armor All Indenture"), so long as the Company is in compliance with its obligations to perform and abide by all of its covenants, obligations and agreements under the Armor All Indenture other than the obligation to pay when due any principal, interest or other amounts owing thereunder or under the Armor All Bonds.
