By Apollo. Apollo, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by any of Institution or any employees of any Institution to enter into this Agreement, and further warrants and represents that (a) it has conducted sufficient due diligence with respect to all material items and issues pertaining to this Agreement; and (b) Apollo has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to conduct due diligence with respect to all material items and issues pertaining to this Agreement and agrees to accept all risks inherent herein, subject to the accuracy of Section 5.2 hereof.
By Apollo. Apollo agrees to hold harmless and indemnify Olympus, each Institution and each of their Regents and affiliates, and their respective officers, trustees, employees and agents from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from, the exercise or practice of the IP Rights assigned hereunder by Apollo, Apollo’s Affiliates or their officers, employees, agents or representatives. This obligation of Apollo to indemnify and hold harmless Olympus, each Institution and each of their Regents and affiliates, and their respective officers, trustees, employees and agents is not limited by the terms of Section 9.3 (Entitled “No Special Damages”) or the terms of Section 9.4 (Entitled “Insurance”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
By Apollo. Simultaneous with the closing of the IPO, the Corporation shall purchase directly from Apollo and its affiliates a number of units of limited partnership interest in the MLP equal to 147.5 million divided by the per share IPO price, for which it will pay $138.5 million. In addition, to the extent that the overallotment option is exercised, the Corporation will purchase directly from Apollo an additional number of units of limited partnership interest equal to the number of shares sold pursuant to the exercise of the overallotment option at a purchase price equal to the net proceeds received by the Corporation pursuant to the exercise of the overallotment option, after deducting underwriting commissions..
By Apollo. From and after the Closing, Apollo shall indemnify, save and hold harmless APC and its Affiliates, successors and permitted assigns and each of the foregoing’s respective directors, officers, employees and agents (collectively, the “APC Indemnified Parties”) from and against any and all Damages arising out of or resulting from, without duplication: (i) the breach of any representation or warranty made by Apollo under Section 2, or (ii) the breach of any covenant or agreement of this Agreement by Apollo; provided, that, Apollo shall not have any obligation hereunder with respect to any breach set forth in clause (i) or (ii) above unless the APC Indemnified Parties have made a proper claim for indemnification in accordance with Section 6.2(c) (A) with respect to a breach of a representation or warranty, prior to the expiration of such representation or warranty as set forth in Section 2.1, (B) with respect to a breach of a covenant or agreement to be performed on or prior to the Closing, prior to the Survival End Date, and (C) with respect to a breach of a covenant or agreement to be performed after the Closing, during the 24-month period immediately following the date on which such covenant or agreement is to be performed.
By Apollo. APOLLO shall indemnify and hold XXXXXX, and its respective members, managers, governors, officers, employees and agents ("indemnitees") harmless from any and all claims, damages, injuries, losses, expenses, liabilities, actions or causes of action (including, reasonable attorneys’ fees incident to any of the foregoing), resulting from or arising out of any breach by APOLLO of the provisions of this Agreement based upon APOLLO's gross negligence or intentional misconduct.
By Apollo. Simultaneous with the closing of the IPO, the Corporation shall purchase directly from Apollo and its affiliates units of limited partnership interest in the MLP having a value, based on the IPO price, equal to $145 million less one percent of the valuation of the MLP, plus an additional number of units equal to the net proceeds to the Corporation from the exercise of the underwriters over-allotment option, if any, divided by the IPO price. Apollo shall have the right to sell additional units of limited partnership interest in the Tender Offer to the extent that the Tender Offer is not fully subscribed.
