Full Indemnification Clause Samples

Full Indemnification. From and after the Closing, the Guarantor shall reimburse, indemnify, defend and hold harmless the Purchaser Group against any Loss that result from, relate to or arise out of : (a) the Excluded Liabilities, (b) any and all actions, suits, claims or legal, administrative, arbitration, or other proceeding or investigation brought against the Purchaser Group by any employee of the Seller who is not transferred (including any former employee) to the Purchaser in respect of their employment prior to the Closing Date, any Transferred Employee contesting its transfer to the Subsidiary, any union, employee representative or workers' council or Governmental Entity in each case in connection with the carve-out of the Cables Business from the SAFRAN group of companies, including, but not limited to, claims against the Purchaser Group made in connection with the application of statutory rules on the automatic transfer of certain employees (i.e., ---- Article L. 122-12 of the Code du Travail) in each case except for any Loss as may arises out of a closure of all or part of the operation of the Cables Business following the Closing Date (except to the extent Purchaser or Subsidiary is compelled to such closure pursuant to the Law or the specific request of a Governmental Entity); and (c) any and all actions, suits, claims or legal, administrative or other proceeding or investigation brought against the Purchaser Group in connection with the assertion by an interested Third Party that a municipality had a right of first refusal (droit de preemption urbain) in relation with the transfer of the Owned Real Properties to the Subsidiary (the "Real Estate Liabilities"). Matters set forth in 11.2.1 (a), 11.2.1 (b) and 11.2.1 (c) above are together referred to as the "Full Indemnification Losses".