Common use of Certain Indemnification Matters Clause in Contracts

Certain Indemnification Matters. (a) The Stockholders shall have no right to seek contribution from the Company with respect to all or any part of any of the Stockholders’ indemnification obligations under this Article 9. (b) In connection with any exercise by the Parent Parties of their indemnification rights under this Article 9, the Parent Parties shall be entitled to make all Claims through and deal exclusively with the Stockholder Representative for any Stockholder who is an indemnifying party hereunder. (c) For the purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of the Company or the Stockholders (but not for the purpose of determining the existence of such breach or inaccuracy), any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (d) The right to indemnification, reimbursement or other remedy provided by this Agreement shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant, agreement or obligation providing the basis for any indemnification obligation owed to, reimbursement obligation owed to or any other remedy of any Parent Indemnified Party. (e) The Indemnity Escrow Amount shall be the first source, but not the sole source, to satisfy the indemnification provisions of Article 9 owed to the Parent Indemnified Parties.

Certain Indemnification Matters. (a) The Stockholders Seller shall have no right to seek contribution from the Company with respect to all or any part of any of the Stockholders’ Seller’s indemnification obligations under this Article 910. (b) In connection with any exercise by the Parent Parties Buyer of their its indemnification rights under this Article 910, the Parent Parties Buyer shall be entitled to make all Claims through and deal exclusively with the Stockholder Representative for any Stockholder who is an indemnifying party hereunderSeller. (c) For the purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of the Company or the Stockholders Seller (but not for the purpose of determining the existence of such breach or inaccuracy), any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (d) The right to indemnification, reimbursement or other remedy provided by this Agreement shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant, agreement or obligation providing the basis for any indemnification obligation owed to, reimbursement obligation owed to or any other remedy of any Parent Buyer Indemnified Party. Notwithstanding anything to the contrary contained herein, the Seller shall not be liable under this Article 10 with respect to any Losses arising out of breaches of the representations and warranties under this Agreement known by the Buyer as of the date of this Agreement and not communicated to Seller; provided that the Seller shall have the burden of proof concerning whether the Buyer had such knowledge. (e) The Indemnity Subject to the provisions of the last sentence of Section 10.5(a) and Section 13.3, the Escrow Amount shall be the first source, but not the sole source, source to satisfy the indemnification provisions obligations of the Company and the Seller under this Article 9 owed to the Parent Indemnified Parties10.

Certain Indemnification Matters. (a) The Stockholders parties agree that Seller Parent shall, or shall have cause its Affiliates to, defend against the claims or liabilities set forth in Schedule 9.1(a)(v) at its own cost and expense, and shall control such defense, including by retaining and directing counsel and other professionals in connection with such defense; provided, that Seller Parent shall not enter into any settlement of such claims without receiving the Buyer’s prior written consent if such settlement does not include a full and unconditional release of the Buyer and its Affiliates, and no right statement or admission of responsibility by the Buyer or any of its Affiliates. The Buyer covenants and agrees that after the Closing, the Buyer shall reasonably cooperate in good faith with Seller Parent and any retained professionals and other representatives Seller Parent reasonably chooses to seek contribution from engage in connection with the Company defense, including by providing reasonable access to any relevant documents, employees (including but not limited to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇), and other material information that is reasonably necessary in the defense of such matters, in each case, at the sole cost of Seller Parent; provided, that with respect to all employees, such access shall not (i) obligate any such employee (or the Buyer to cause any part such employee) to miss an unreasonable amount of work or (ii) otherwise cause unreasonable interference with such employees duties with respect to the Business; provided, further, that the Buyer may, upon advice of outside counsel, deny any such access pursuant to this sentence if in the opinion of such outside counsel, doing so would cause the Buyer to lose privilege, violate confidentiality, or violate applicable Law. The Buyer further covenants and agrees that in the event that after the Closing it receives any claims, notices or other information relevant to the defense of the Stockholders’ indemnification obligations under this Article 9claims or liabilities set forth in Schedule 9.1(a)(v), it will provide such material to Seller Parent as promptly as reasonably practicable following receipt thereof. (b) In connection with any exercise by the event an indemnity claim under Section 9.1(a)(x) has been asserted against Seller Parent, Seller Parent Parties shall have the right to control and direct the process of their indemnification rights under this Article 9, the Parent Parties shall be entitled to make all Claims through and deal exclusively with the Stockholder Representative for any Stockholder who is an indemnifying party hereunder. (c) For the purpose of determining mitigating the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of the Company or the Stockholders (but not for the purpose of determining the existence of such breach or inaccuracy), any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (d) The right to indemnification, reimbursement or other remedy provided by this Agreement shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, indemnifiable with respect to the accuracy or inaccuracy of or compliance with such claim, including, without limitation, (i) retaining and directing professionals, (ii) directing any representationproduct repossessions, warrantyrefurbishments, covenantremarketing and resales (including pricing), agreement or obligation providing the basis for any indemnification obligation owed to, reimbursement obligation owed to or any and (iii) such other remedy of any Parent Indemnified Party. (e) The Indemnity Escrow Amount shall be the first source, but not the sole source, to satisfy the indemnification provisions of Article 9 owed actions that reasonably prudent companies conducting a business similar to the Business would be likely to undertake. The Buyer covenants and agrees that after the Closing, the Buyer shall reasonably cooperate in good faith with Seller Parent Indemnified Partiesin such mitigation efforts.

Certain Indemnification Matters. (a) The Stockholders Securityholders shall have no right to seek contribution from the Company with respect to all or any part of any of the StockholdersSecurityholders’ indemnification obligations under this Article 910. (b) In connection with any exercise by the Parent Parties Buyer of their its indemnification rights under this Article 910 in respect of a Claim in relation to any matter for which Securityholders are jointly and severally liable under this Agreement, the Parent Parties Buyer shall be entitled to make all such Claims through and deal exclusively and settle such Claims with the Stockholder Securityholder Representative for any Stockholder Securityholder who is an indemnifying party hereunder. Unless the Securityholder Representative agrees otherwise in writing, the Buyer must deal directly with a Securityholder in respect of a Claim in relation to any matter for which that Securityholder is severally liable. (c) For the purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of the Company or the Stockholders Securityholders (but not for the purpose of determining the existence of such breach or inaccuracy), any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (d) The right of any Buyer Indemnified Party to indemnification under this Article 10 is personal to that Buyer Indemnified Party and may not be assigned or otherwise transferred to any other person. (e) Subject to Section 10.5(c)(v) and save in respect of information disclosed in Schedules 4.1 to 4.28 of this Agreement, the right to indemnification, reimbursement or other remedy provided by this Agreement shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant, agreement or obligation providing the basis for any indemnification obligation owed to, reimbursement obligation owed to or any other remedy of any Parent Buyer Indemnified Party. (e) The Indemnity Escrow Amount shall be the first source, but not the sole source, to satisfy the indemnification provisions of Article 9 owed to the Parent Indemnified Parties.