Common use of Special Indemnity Clause in Contracts

Special Indemnity. Subject to the limitations contained in Sections 8.6.1 and 8.6.2, each of the Stockholders hereby severally and not jointly agrees to indemnify Parent Indemnified Parties against, and to protect, save and keep harmless Parent Indemnified Parties from, and to assume liability for, the payment of all Losses that may be imposed on or incurred by any Parent Indemnified Party as a consequence of or in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder contained in Article III.A hereof; and (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder contained in Article III.A hereof or in any certificate delivered by any Stockholder at the Closing. Any claim for indemnity made under this Section 8.2.2 shall not be construed as a claim under Section 8.2.1 hereof even if an Parent Indemnified Party could have made a claim under Section 8.2.1 hereof in respect of the same matters.

Special Indemnity. Subject to the limitations contained in Sections 8.6.1 and 8.6.2Section 11.5, each of the Stockholders Owners hereby severally and not jointly agrees to indemnify Parent the Purchaser Indemnified Parties against, and to protect, save and keep harmless Parent the Purchaser Indemnified Parties from, and to assume liability for, the payment of all Losses that may be imposed on or incurred by any Parent Purchaser Indemnified Party as a consequence of or in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder such Owners contained in Article III.A hereof; and (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder such Owners contained in Article III.A hereof or in any certificate delivered by any Stockholder such Owner at the Closing. Any claim for indemnity made under this Section 8.2.2 11.2.2 shall not be construed as a claim under Section 8.2.1 11.2.1 hereof even if an Parent a Purchaser Indemnified Party could have made a claim under Section 8.2.1 11.2.1 hereof in respect of the same matters.

Special Indemnity. Subject to the limitations contained in Sections 8.6.1 7.6.1 and 8.6.27.6.2, each of the Stockholders Principals hereby severally and not jointly agrees to indemnify Parent the Purchaser Indemnified Parties against, and to protect, save and keep harmless Parent the Purchaser Indemnified Parties from, and to assume liability for, the payment of all Losses that may be imposed on or incurred by any Parent Purchaser Indemnified Party as a consequence of or in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder such Principal contained in Article III.A hereof; and or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent the Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder such Principal contained in Article III.A hereof or in any certificate delivered by any Stockholder such Principal at the ClosingClosing or otherwise in connection herewith. Any claim for indemnity made under this Section 8.2.2 7.2.2 shall not be construed as a claim under Section 8.2.1 7.2.1 hereof even if an Parent the Purchaser Indemnified Party could have made a claim under Section 8.2.1 7.2.1 hereof in respect of the same matters.

Special Indemnity. Subject to the limitations contained in Sections 8.6.1 7.6.1 and 8.6.27.6.2, each of the Stockholders Principals hereby severally and not jointly agrees to indemnify Parent the Purchaser Indemnified Parties against, and to protect, save and keep harmless Parent the Purchaser Indemnified Parties from, and to assume liability for, the payment of all Losses that may be imposed on or incurred by any Parent Purchaser Indemnified Party as a consequence of or in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder such Principal contained in Article III.A hereof; and or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent the Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder such Principal contained in Article III.A hereof or in any certificate delivered by any Stockholder such Principal at the Closing. Any claim for indemnity made under this Section 8.2.2 7.2.2 shall not be construed as a claim under Section 8.2.1 7.2.1 hereof even if an Parent the Purchaser Indemnified Party could have made a claim under Section 8.2.1 7.2.1 hereof in respect of the same matters.

Special Indemnity. Subject to the limitations contained in Sections 8.6.1 and 8.6.2----------------- Section 8.5.1, each of the Stockholders hereby severally and not jointly agrees to indemnify Parent the Purchaser Indemnified Parties against, and to protect, save and keep harmless Parent the Purchaser Indemnified Parties from, from and to assume liability for, pay on behalf of or reimburse the payment of Purchaser Indemnified Parties as and when incurred for any and all Losses that may be imposed on or incurred by any Parent Purchaser Indemnified Party as a consequence of or of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: of (a) any misrepresentation, inaccuracy or breach of a any representation or warranty made by any the Stockholder contained in Article III.A hereof; and hereof or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder the Stockholders contained in Article III.A hereof or in any certificate delivered by any Stockholder at the Closinghereof. Any claim for indemnity made under this Section 8.2.2 shall not be construed as a claim under Section 8.2.1 hereof even if an Parent a Purchaser Indemnified Party could have made a claim under Section 8.2.1 hereof in respect of the same matters.

Special Indemnity. Subject to the limitations contained in Sections 8.6.1 and 8.6.2, each of the Stockholders Senior Lender hereby severally and not jointly agrees to indemnify Parent the Purchaser Indemnified Parties against, and to protect, save and keep harmless Parent the Purchaser Indemnified Parties from, and to assume liability for, the payment of all Losses that may be are imposed on or incurred by any Parent Purchaser Indemnified Party as a consequence of or of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder the Senior Lender contained in Article III.A hereof; and (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Purchaser Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder the Senior Lender contained in Article III.A hereof or in any certificate delivered by any Stockholder at the Closinghereof. Any claim for indemnity made under this Section 8.2.2 shall not be construed as a claim under Section 8.2.1 hereof even if an Parent a Purchaser Indemnified Party could have made a claim under Section 8.2.1 hereof in respect of the same matters.