Specific Indemnifications Sample Clauses
The Specific Indemnifications clause requires one party to compensate the other for particular losses or liabilities that are clearly identified in the agreement. This clause typically outlines certain risks or events—such as breaches of confidentiality, intellectual property infringement, or third-party claims—that trigger the indemnifying party’s obligation to cover costs, damages, or legal fees. By addressing defined scenarios, this clause allocates risk for known issues and provides clarity on financial responsibility, helping to prevent disputes over who bears the burden if those specific problems arise.
Specific Indemnifications. 16.3.1 In the event that the Purchaser and/or Purchaser’s Guarantor are in breach of any guarantee pursuant to this Section 16 and/or any obligations in connection with Section 7.3.1b), including any adverse tax effects for a Seller as a result of the disproportionate obligation of Sellers 1 to 3 regarding the Pre-Closing Contribution Payment, the Purchaser or Purchaser’s Guarantor respectively shall indemnify and hold harmless the Sellers and/or Managers, as the case may be, from any damages incurred by the Sellers and/or Managers. All claims of the Sellers and/or Managers arising under this Section 16 shall be time-barred five (5) years after the Effective Date.
16.3.2 The Purchaser and Seller 1 through, and including, Seller 3 herewith agree that subject to the occurrence of Closing, Purchaser takes over all obligations Seller 1 through, and including, Seller 3 have undertaken under and in accordance with the shareholders’ resolution on the Pre-Closing Contribution Payment as provided for under Section 7.3.1b) by way of a discharge of debt (befreiende Schuldübernahme).
16.3.3 The Purchaser and Sellers agree that subject to the termination of the SPA by the Purchaser without the occurrence of Closing, the Purchaser shall fully indemnify and hold harmless all Sellers from and against all damages (including adverse tax effects) resulting from the shareholders’ resolution on the Pre-Closing Contribution Payment as provided for under Section 7.3.1b) provided, however, that the limitations set forth in Sections 12.1.1 and 12.1.5 shall apply mutatis mutandis to the indemnification claim of Sellers.
16.3.4 The Purchaser and Seller 1 through, and including, Seller 3 agree that subject to the termination of the SPA by the Sellers and the Managers without the occurrence of Closing, the Purchaser shall not be obliged to indemnify any other Party from or against any damages or losses resulting from the shareholders’ resolution on the Pre-Closing Contribution Payment as provided for under Section 7.3.1b).
Specific Indemnifications. 11.1 Notwithstanding clause 10 (Representations and Warranties) and without prejudice to or precluding any other rights or remedies which the Purchaser may have under this Agreement or the Law, the Sellers undertake to indemnify and hold the Purchaser and Guarantor and their Affiliates harmless (vrijwaren en schadeloosstellen) against all actions, charges, claims, costs, damage, expenses (including fees of legal and other advisers) and Losses suffered by the Purchaser or, (at the sole discretion of the Purchaser) any of the Companies or their Affiliates for and in relation to each of the following matters: • Any claims of the Tax Authorities regarding Taxes due by any of the Companies and relating to the period prior to Completion, to the extent that these Taxes have not been paid or provided for in the 2012 Accounts or the Completion Accounts; • Any claim relating to an actual or alleged violation of any Anticorruption Law of the United States or the Netherlands, which claim arises from or is based on a state of facts of which either Mr. N.F.J.A. Pieterse or ▇▇. ▇.▇. ▇▇▇▇▇▇▇ have knowledge as of the Completion Date, unless that state of facts is specifically described in Schedule 10.3(a), 10.3(b) or 10.4 of Exhibit E. For clarification it is agreed that the definition of “Sellers’ knowledge” does not apply to the preceding sentence. • The failure of the approximately BRL 1,100,000 account receivable in Brazil due by Duro Felguera to be paid in full by December 1, 2013.
11.2 The indemnifications as set out in clause 11.1 above are not limited by any of the provisions of this Agreement, such as clauses 10 (Representations and Warranties) or 12 (Limitation of Liability) or 13 (Claims). However, the aggregate liability of the Sellers in respect of all claims under this Clause 11 shall not exceed EUR 18,500,000 (the “Indemnity Cap”), and the Indemnity Cap shall be reduced by EUR 4,625,000 on 1 March 2014 and each succeeding 1 March thereafter until the Indemnity Cap is zero on 1 March 2017.
Specific Indemnifications. 7.2.1 The Sellers undertake to indemnify the Company and the relevant of its Subsidiaries for all Losses and taxes (“Damages”) which the Company and/or any Subsidiary is required after the General Assembly Date:
(a) to incur towards or pay to (i) any Public Authority in respect of or on the basis of the Company’s or Subsidiary’s, as the case may be, failure to possess, at any time prior to the General Assembly Date, any Required Permit, or (ii) to any Person as a result of the Company or any Subsidiary being required at any time to remove, demolish, or stop using, on a temporary or permanent basis, any asset operated by it, or to stop the operation, temporarily or permanently, in whole or in part, of the Company’s and/or the relevant
(b) to pay to any Person, based on or relating to alleged exposure to radiation from the assets operated by the Company or the relevant Subsidiary, as the case may be (the “Radiation Damages”), which Radiation Damages the Governmental Authority determines occurred on or before the General Assembly Date;
(c) to pay to any Public Authority, due to, from or relating to any Tax deficiencies determined to have been incurred or to have arisen in respect of Tax periods of the Company or the relevant Subsidiary which Tax periods ended on or before the General Assembly Date;
(d) to pay to any Person, in respect of the ownership or right of use or access of the assets transferred by Monet DOO Podgorica to the Radio Diffusion Center, including without limitation those assets in respect of which Pro Monte GSM DOO Podgorica has the right of use or access pursuant to the Co-Location and Facility Sharing / Right of Way and Establishment Agreement among the Company and Pro Monte GSM DOO Podgorica, dated 20 December 2001;
(e) to pay to any Person any telecommunications industry-specific, revenue based fee, which does not exist on the date of the signing of this Agreement, other than such fees as may be required to be paid under the universal services obligation, to be defined by the Law in accordance with Clause 7.5.5.
7.2.2 Without regard to the provisions of Article 8 hereof, the Parties confirm that the Sellers agree to indemnify the Company and/or the relevant Subsidiary (ies) as the case may be for the matters described in this Clause 7.2. as follows:
(a) in respect of Clause 7.2.1(a), subject to the limitations of time stated in said Clause
(b) in respect of Clauses 7.2.1(b), only to the extent that the relevant Damage (i) was incurred b...
Specific Indemnifications. (a) Notwithstanding anything to the contrary in this Article IX (including any limitations set forth in Section 9.4 hereof), Seller shall indemnify, defend and hold harmless the Buyer Indemnitees against all Losses incurred by the Buyer Indemnitees arising out of or relating to:
(i) the Retained Subsidiaries;
(ii) the Formerly Owned or Formerly Leased Real Property;
(iii) the ▇▇▇▇▇▇▇▇ Zinc Company Site in ▇▇▇▇▇▇ County, Illinois, the ▇▇▇▇▇▇▇ Chemical Site in Charleston, South Carolina, the ASARCO ▇▇▇▇▇▇ Springs Site in ▇▇▇▇▇▇▇▇▇▇ County, Illinois, any site owned or operated by MR3 Systems, Inc. and the property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; in each case, arising from the operation of the business of the Acquired Entities or any former Subsidiary of the Acquired Entities prior to the Closing; and
(iv) any third-party owned or operated sites on or at which any of the Acquired Entities disposed of Hazardous Substances prior to the Closing.
(b) The associated rights of indemnification pursuant to Section 9.5(a) shall survive the Closing hereunder and continue in full force and effect until the fifth anniversary of the Closing and shall thereupon expire, except to the extent that a claim for indemnification thereof has been asserted in writing prior to such expiration (in which event the associated rights of indemnification shall survive with respect to such claim until such claim has been resolved).
Specific Indemnifications. Subject to Article 11, from and after the Closing, the Sellers (severally and not jointly) shall, irrespective of any fault, indemnify and hold harmless Nuance together with its officers, directors, employees, agents and Affiliates (including the Group Companies) from and against any and all Losses suffered or incurred by the Indemnified Party as result of, or arising from or based upon:
(a) any Excess Company Third Party Expense;
(b) any Excess Debt Payment;
(c) any Excess Change of Control Payment;
(d) any Tax or other expense under or in connection with the Siemens APA, other than the Siemens Payment; provided, however, that (i) if the Acquisition will be judged void or unwound on basis of a decision of a competent court or administrative body after the Siemens Payment is made and (ii) the subordinated loan granted by the Buyer to the Company under Article 6.2.2(b) is not fully repaid, the Sellers shall also severally, not jointly, indemnify and hold harmless Nuance for any part of the Siemens Payment not yet repaid by the Company to Nuance and any third party expenses related thereto;
(e) with respect to any dispute or litigation arising out of or in connection with the merger contemplated in Article 6.4, (i) any merger consideration in excess of the consideration for the Shares that such holders would have been entitled to receive under this Agreement had they acceded to this Agreement and (ii) any reasonable third party expenses with respect to any such dispute or litigation (but excluding for the sake of clarity any costs and expenses relating to the statutory merger proceedings and the incorporation of any Affiliate of Nuance for the purposes of such proceedings); it being understood and agreed by the Parties that if (i) Nuance or any Group Company owe less than what is stated in the Closing Date Statement on account of Company Third Party Expenses, the Debt Repayment Amount or Change of Control Payments or (ii) if any merger consideration is lower than the consideration for the Shares that such holders would have been entitled to receive under this Agreement had they acceded to this Agreement, Nuance or the relevant Group Company shall add such difference to the Second Tranche.
Specific Indemnifications