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. 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”):
(i) any Leakage Claim, in respect of which the provisions of Clauses 7.2 and 7.3 below shall apply;
(ii) the [*] Claim in respect of which the provisions of Clause 7.5 will apply;
(iii) any breach by the Seller of any Fundamental Warranties, in respect of which the provisions of Clause 7.4 below shall apply; and provided that, for the sake of clarity, the Seller’s indemnification obligations referred to in this Clause 7.1 will not be subject to any limitations under Clause 8 below and the Purchaser shall have a direct right of recourse against the Seller in relation to the Special Indemnities. For the avoidance of doubt, the amount of any Loss to be indemnified by the Seller hereunder shall not be subject to any of the monetary limitations set out in Clause 8.4 nor count against such figures.
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. 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. 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. 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. 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.
Special Indemnities. The SNIH Stockholders, based on their respective SNIH Stockholder’s SNIH Ownership Proportion, shall indemnify Buyer Indemnified Parties severally, not jointly, from and against the entirety of any Adverse Consequences resulting from, arising out of or relating to any of the following (to the extent not deducted as a Current Liability for purposes of determining Net Working Capital in Appendix I):
(a) the litigation matters identified on Exhibit G to this Agreement, provided however that the provisions of Section 10.4 titled “Matters Involving Third-Parties” shall apply with the litigation matters being treated as “Third Party Claims,” the SNIH Stockholders as the “Indemnifying Party” and the Buyer as the Indemnified Party. If after final resolution of all those litigation matters, the amount deducted as a Current Liability exceeds the amounts of the Adverse Consequences suffered by the Acquired Companies and Buyer, then the remaining balance shall be paid within fifteen (15) days after receipt of notice for refund from Stockholders’ Representative to the Stockholders’ Representative account at the Escrow Agent to be, promptly disbursed by the Escrow Agreement in accordance with each SNIH Stockholder’s SNIH Ownership Proportion, which shall be treated as an additional adjustment to Net Working Capital.
(b) liabilities of the Self-Funded Group Health Plan after giving effect to the insurance coverage provided by Wellmark, Inc. (the “Health Plan Insurer”) including any liability (including any applicable penalties, costs or expenses, including litigation costs and reasonable attorneys' fees if applicable) arising from or as a result of the failure of the Self-Funded Group Health Plan to comply or to be maintained, or to have been maintained, in compliance with all applicable Laws as of the date hereof or at any time prior thereto.
(c) any claims or liabilities asserted against the Buyer Indemnified Parties by an Acquired Company’s Broker.
(d) any claims or liabilities regarding the MIP Plan including without limitation applicable penalties, cash or expenses including without limitation litigation costs and reasonable attorneys’ fees, if applicable. The indemnification set forth in this Section 10A is subject to the Overall Proportion Indemnification Ceiling.
