Specific Indemnities. (a) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Vendor, from and after the Closing Date, the Vendor’s Group shall, on a joint and several basis, indemnify and hold the Purchaser, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability or damages (including reasonable and documented legal fees) that arise out of or is in respect of the matters noted on Exhibit 3 of the Transaction Packet (collectively, the “Indemnified Matters”). For clarity, solely with respect to the first matter listed on such Exhibit 3, to the extent that (i) the particular facts underlying a claim with respect to such matter would constitute a covered loss under the RWI Policy and (ii) the coverage limit under the RWI Policy has not been exhausted, then Purchaser and the other indemnified parties shall exercise commercially reasonable efforts to collect the losses for such claim from the RWI Policy (up to the then-remaining coverage limit) prior to seeking recovery directly from Vendor or the other members of Vendor’s Group pursuant to the indemnification provisions of this Section 5.2(a) or pursuant to the set-off provisions of Section 5.4.
(b) In the event of any third party claim that, if successful, would constitute Indemnified Matters, the Purchaser shall, to the extent commercially and legally practicable, not settle any such third party claim without the prior written consent of the Vendor, which consent shall not be unreasonably withheld, conditioned, or delayed.
(c) Notwithstanding anything to the contrary contained in this Agreement, by virtue of approval of this Agreement, or by accepting any consideration payable hereunder, and without any further action of the Purchaser, from and after Closing Date, the Purchaser shall indemnify and hold the Vendor Group, its affiliated parties, officers, directors, equityholders, employees, agents and representatives and each of their successors and assigns harmless against any loss, liability, fines or damages (including reasonable and documented legal fees) actually incurred that arise out of or is in respect of Claims relating to the matters set forth on Section 5.2 of the Disclosure Letter (each, an “Employee-Related Dispute”).
Specific Indemnities. 10.1 The Shareholders shall pay to the Purchaser or at its discretion to the Company an amount equal to all losses, claims, liabilities, damages, actions, demands suffered and all accompanying costs and expenses reasonably incurred by the Purchaser or the Company arising from any of the following matters:
(a) the Purchaser or the Company infringing any third party Intellectual Property in the Products or the Company not being authorised to licence the Products to end-users;
(b) any claim howsoever arising which would not have arisen had the Company enjoyed a lawful right to occupy part only of the Property with the written consent of the owner of the freehold of the Property ("THE BUILDING INDEMNITY") (but for the avoidance of doubt the Purchaser or the Company shall not be entitled to claim or recover monies in respect of the same fact or facts from SCM Microsystems Limited under both the Building Indemnity and also under the provisions of an agreement dated on the same day as this Agreement and being between the Company, SCM Microsystems Limited and SCM Microsystems Group Limited;
(c) any claim howsoever arising resulting from the transfer of those employees of the Company whose employment was transferred from SCM Microsystems Limited to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 1981, pursuant to a business sale agreement dated 12 November 1999 between SCM Microsystems Limited and the Company and without prejudice to the generality of the foregoing any claim howsoever arising which would not have arisen had the said employees of the Company each signed a contract of employment with the Company on 12 November 1999 in the form annexed in schedule 8 of this Agreement ("THE EMPLOYMENT INDEMNITY");
(d) any claim howsoever arising made by any third party or a liquidator, receiver or trustee in bankruptcy against the Purchaser or the Company in respect of the transfer of the Datawise business from SCM Microsystems Ltd to the Company pursuant to a Business Sale Agreement dated 12 November 1999 and the assignment of all intellectual property rights in the Products and arising under the Insolvency Act 1986 ("THE DATAWISE INDEMNITY");
(e) xxy stamp duty payable on the consideration passing in respect of the transfer or assignment of all intellectual property rights in the Products from SCM Microsystems Limited to the Company;
(f) the Products not meeting Year 2000 Conformity;
(g) the Company failing to comply with the pro...
Specific Indemnities. 11.5.1 Subject to the limitations set out in Clause 12, except for Clauses 12.2 and 12.3, and without prejudice to Clause 12.11.2, the Seller agrees and undertakes to indemnify and hold the Purchaser harmless on a euro for euro basis for the following (the “Indemnities”):
(i) any full or partial repayment that would be imposed on the Target Company in connection with the amount of EUR [***] that the Target Company has received as a part of the grant of EUR [***] that was awarded by the [***] in connection with the facility [***]; [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
(ii) any full or partial repayment that would be imposed on the Target Company in connection with the grant that was awarded to the Target Company for [***] by [***]; and
(iii) any of the following Tax liabilities relating to the period before the Closing Date for which the Target Company is liable: (i) any Tax liability for which the Target Company is liable as a result of any event occurring before or on the Closing Date or in respect of any profits earned or revenues realized before or on the Closing Date; (ii) any Tax liability of any person for which the Target Company was jointly and severally liable or secondary liable before the Closing Date, (iii) any Tax Liability for which the Target Company is liable as a result of “transfer pricing” before or on the Closing Date, (iv) any Tax liability for which any person other than the Target Company is liable, in particular the liabilities mentioned in (i), (ii) and (iii), as a result of any event occurring before the Closing Date, that on the basis of article 24 of the Dutch Collection Tax Act (Invorderingswet 1990) is offset against a receivable in respect of Tax of the Target Company by a Tax authority, and (v) any costs or expenses reasonably incurred by the Purchaser in connection with any action taken in defending against or settling any Tax liability as referred to in (i), (ii), (iii) and (iv) above.
11.5.2 In case any amount could be claimed under both a Representation and an Indemnity, the Indemnity shall prevail, but the Seller will in such case only be liable for the Indemnity.
11.5.3 No matter disclosed against any of the Representations or any other knowledge (actual or constructive) on the part of the Purchaser and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the Purchase...
Specific Indemnities. HEALTHeLINK and each Participant (each, an “Indemnifying Party”) each shall hold the other (the “Indemnified Party”) free of and harmless from and against any liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, net of the proceeds of insurance, relating to any Breach (as defined in the Policies and Procedures) arising out of the act or omission of the Indemnifying Party or any of the Indemnifying Party’s officers, directors, members, employees or other agents, including but not limited to Authorized Users.
Specific Indemnities. Subject to the limitations in this Clause 9, the Sellers undertake to indemnify, and to keep indemnified, the Buyer, and each Group Company, against:
(a) all expenses and liabilities incurred by any Group Company outstanding at, or arising after, the Closing Date in connection with or arising out of the negotiation, preparation and performance of this Agreement and the transactions contemplated hereby, including but not limited to the fees, expenses, commissions, indemnification obligations and disbursements of their respective investment bankers, accountants and lawyers; and
(b) all Losses which may be suffered or incurred by any of them and which arise directly or indirectly in connection with any investigation or proceedings in relation to any alleged restrictive or anti-competitive agreements or practices, dominant or monopoly market positions and/or the control of acquisitions or mergers which has been notified to the relevant Group Company prior to the Closing Date disclosed in the Disclosure Letter.
Specific Indemnities. The Participant agrees to indemnify and hold the Master Custodial Administration Agreement Administrator harmless from and against any liability that it may incur because of the following, but only to the extent permitted by the laws of the state in which the Employer is domiciled:
(a) The Participant or Employer’s failure to make any contribution to the Custodial Account.
(b) The insufficiency of the Custodial Account to discharge any liabilities under the Participant’s account in the Participating Plan.
(c) Following the instructions received by the Master Custodial Administration Agreement Administrator from the Participant, Plan Administrator, Investment Manager or other authorized person, as the case may be, pursuant to the provisions of this Agreement, including acting on any instruction from the Participant, Plan Administrator, Investment Manager or other authorized person, as the case may be, or failing to act in the absence of any such instruction with respect to any Contract or the acquisition of any Contract or the exercise or nonexercise of any right or option thereunder.
(d) The application of any part of the Custodial Agreement or Master Custodial Administration Agreement by the Master Custodial Administration Agreement Administrator in accordance with the written directions of the Employer, the Plan Administrator or other authorized person pursuant to the provisions of the Agreement.
(e) The application of any part of the Custodial Agreement or Master Custodial Administration Agreement by the Master Custodial Administration Agreement Administrator in the absence of directions of the Participant, Employer, the Plan Administrator or other authorized person solely in order to prevent the lapse of a Contract pursuant to the provisions of Section 3.4 of this Agreement.
(f) Any other actions taken or omitted by the Master Custodial Administration Agreement Administrator pursuant to any directions received by the Master Custodial Administration Agreement Administrator from the Participant, Employer, the Plan Administrator or any other authorized person, as the case may be.
Specific Indemnities. 11.1 The Seller (or the relevant Affiliate) shall from Closing indemnify and keep indemnified on demand each member of the Purchaser Group against any and all:
(a) Costs and Liabilities suffered or incurred by any of them arising out of or in connection with any of the Excluded Assets or Excluded Liabilities;
(b) Environmental Liabilities suffered or incurred by any of them (except for any Assumed Environmental Liabilities) including, without limitation, the Excluded Amersfoort Liabilities;
(c) Costs and Liabilities suffered or incurred by any of them arising out of or in connection with any pre-Closing restructuring steps that are taken in advance of any transfer of Shares or Businesses (or any part thereof) to the Purchaser or its Affiliates; and
(d) Fines imposed by a Governmental Entity, any damages awarded to claimants through private enforcement or costs associated with administering any investigation or action, in each case suffered or incurred by any member of the Purchaser Group arising out of or in connection with any infringements of Article 81 or Article 82 of the EC Treaty or Section 2 or Section 18 of the Competition Xxx 0000 or any other anti-trust or similar legislation in any jurisdiction by any Target Company or Business Seller (insofar as it relates to the Acquired Businesses), but only to the extent that such infringements took place prior to Closing.
11.2 Parties agree that the provisions of:
(a) clause 8; and
(b) paragraphs 4(c), 9, 11-14, 16, 17, 19 and 20 of Schedule 5, shall apply mutatis mutandis to an claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1.
11.3 In addition to the provisions of clause 11.2, parties agree that the provisions of paragraphs 5 and 15 shall apply mutatis mutandis to a claim or potential claim of the Purchaser in relation to the matters referred to in clause 11.1(d).
11.4 No clause of this Agreement shall operate to require:
(i) the Purchaser to indemnify the Seller or any member of the Seller Group against any Liabilities relating to or arising from any pollution, contamination or hazardous substances at or under any Relevant Property that has migrated on or after Closing from any property owned or occupied by any member of the Seller Group and/or the Worldwide Household Business Purchaser Group; or
(ii) the Seller to indemnify the Purchaser or any member of the Purchaser Group against any Liabilities relating to or arising from any pollution, contamination or h...
Specific Indemnities. (a) HEALTHeLINK and each Participant (each, an “Indemnifying Party”) each shall hold the other (the “Indemnified Party”) free of and harmless from all liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, net of the proceeds of insurance, arising out of any Breach (as defined in Section 10.2 (Reporting of Breaches)) arising out of the act or omission of the Indemnifying Party or any of the Indemnifying Party’s officers, directors, members, employees or other agents, including but not limited to Authorized Users.
(b) Participant shall hold HEALTHeLINK and each other Participant free of and harmless from all liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, net of the proceeds of insurance, arising out of Participant’s failure to use reasonable and appropriate efforts to provide any Patient Data or other data that is free from serious error, materially incomplete, or provided in an untimely manner.
Specific Indemnities. (a) HealtheConnections and each Participant (each, an “Indemnifying Party”) each shall hold the other (the “Indemnified Party”) free of and harmless from all liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, net of the proceeds of insurance, arising out of any Breach defined in Section 10.2 (Reporting of Breaches) or any other breach of the Participation Agreement that results from the act or omission of the Indemnifying Party or any of the Indemnifying Party’s Authorized Users, officers, directors, members, employees or other agents.
(b) A Data Provider shall hold HealtheConnections and each other Participant free of and harmless from all liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, net of the proceeds of insurance, arising out of Data Provider’s provision of any Patient Data that is not accurate, not free from serious error, materially incomplete, or defamatory.
Specific Indemnities. Without limiting the generality of Section 14.2.1 (Indemnification, Generally), acts or omissions giving rise to the obligation to indemnify and hold harmless pursuant to Section 14.2.1 (Indemnification, Generally) shall include, but not be limited to, (a) acts or omissions that result in a Serious Breach of Confidentiality or Security or
