Common use of General Indemnification by Seller Clause in Contracts

General Indemnification by Seller. (a) From and after the Closing, Seller shall, subject to the provisions of this Article VIII, indemnify, defend and hold harmless each Buyer and its respective employees, officers, directors, representatives, agents and Affiliates (the "Buyer Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings and reasonable costs and expenses (but, other than with respect to any breach of any of the covenants contained in Article XI, not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against a Buyer Indemnified Party) (collectively, the "Losses") sustained or incurred by a Buyer Indemnified Party as a result of or in connection with: (i) the Retained Liabilities, including, without limitation, any claim for or relating to product liability or defective product arising from sales of RC International Branded Concentrates or RC International Non-Branded Concentrates prior to the Closing Date but excluding all Retained Liabilities arising out of, related to or in connection with (x) any breach by Seller of any of the representations or warranties contained in Section 6.15, (y) any Environmental Condition or (z) the environmental condition of the Owned Real Property (whether or not an Environmental Condition and whether or not the existence of such condition constitutes a breach by Seller of any of the representations or warranties contained in Section 6.15) ((x), (y) and (z) being, collectively, the "Environmental Retained Liabilities"), (ii) the Environmental Retained Liabilities, (iii) any breach of a representation or warranty made herein by Seller, (iv) the failure of Seller and Buyers to comply with any applicable bulk transfer laws or (v) any breach by Seller of any of the covenants or agreements contained in this Agreement to be performed by Seller (other than with respect to the Retained Liabilities or Environmental Retained Liabilities).

General Indemnification by Seller. (a) From and after the Closing, Seller shall, subject to the provisions of this Article VIII, indemnify, defend and hold harmless each Buyer and its respective employees, officers, directors, representatives, agents and Affiliates (the "Buyer Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings and reasonable costs and expenses (but, other than with respect to any breach of any of the covenants contained in Article XI, not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against a Buyer Indemnified Party) (collectively, the "Losses") sustained or incurred by a Buyer Indemnified 29 37 Party as a result of or in connection with: (i) the Retained Liabilities, including, without limitation, any claim for or relating to product liability or defective product arising from sales of RC International Branded Concentrates or RC International Non-Branded Concentrates prior to the Closing Date but excluding all Retained Liabilities arising out of, related to or in connection with (x) any breach by Seller of any of the representations or warranties contained in Section 6.15, (y) any Environmental Condition or (z) the environmental condition of the Owned Real Property (whether or not an Environmental Condition and whether or not the existence of such condition constitutes a breach by Seller of any of the representations or warranties contained in Section 6.15) ((x), (y) and (z) being, collectively, the "Environmental Retained Liabilities"), (ii) the Environmental Retained Liabilities, (iii) any breach of a representation or warranty made herein by Seller, (iv) the failure of Seller and Buyers to comply with any applicable bulk transfer laws or (v) any breach by Seller of any of the covenants or agreements contained in this Agreement to be performed by Seller (other than with respect to the Retained Liabilities or Environmental Retained Liabilities).

General Indemnification by Seller. (a) From and after the ClosingSeller hereby agrees to protect, Seller shalldefend, subject to the provisions of this Article VIII, indemnify, defend indemnify and hold harmless each Buyer and Buyer, its respective employees, officers, directors, representativesemployees, agents and Affiliates (the "Buyer Indemnified Parties") affiliates and their respective successors and assigns, from, against and in respect of any and all losses, costs, damages, claims, losses, charges, actions, suits, proceedings and reasonable costs and charges or expenses (but, other than with respect to any breach of any of the covenants contained in Article XI, not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against a Buyer Indemnified Party) (collectively, the "Losses") sustained or incurred by a Buyer Indemnified Party as a result of or in connection with: (i) the Retained Liabilities, including, without limitation, reasonable attorneys' fees, costs and expenses, and the costs of investigation) (collectively, "Losses") resulting from (a) any claim for misrepresentation or relating breach of any warranty of Seller contained in this Agreement or any Schedules or any document or instrument to product liability be delivered hereunder, including without limitation the Registration Rights Agreement and Security Agreement (b) nonfulfillment of any agreement on the part of Seller contained in this Agreement (including any covenants to indemnify set forth elsewhere in this Agreement), (c) the Assets arising on or defective product arising from sales of RC International Branded Concentrates or RC International Non-Branded Concentrates prior to the Closing Date but excluding Date, or (d) any Excluded Liability. Notwithstanding the foregoing, Seller shall have no liability to indemnify Buyer under this Agreement until the amount of Losses suffered by Buyer exceeds US$40,000, after which time Seller shall be liable for all Retained Liabilities Losses including the initial $40,000; xxxxxt that any losses in respect of any Excluded Liability, including without limitation any liability pertaining to Taxes, shall not be subject to, or counted against the aforementioned $40,000 "basket", provided that any liability or arising out of, related of the matters described in Schedule 4.11 shall not be subject to or counted in connection with (x) any breach by Seller of any of the representations or warranties contained in Section 6.15, (y) any Environmental Condition or (z) the environmental condition of the Owned Real Property (whether or not an Environmental Condition and whether or not the existence of such condition constitutes a breach by Seller of any of the representations or warranties contained in Section 6.15) ((x), (y) and (z) being, collectively, the "Environmental Retained Liabilitiesbasket."), (ii) the Environmental Retained Liabilities, (iii) any breach of a representation or warranty made herein by Seller, (iv) the failure of Seller and Buyers to comply with any applicable bulk transfer laws or (v) any breach by Seller of any of the covenants or agreements contained in this Agreement to be performed by Seller (other than with respect to the Retained Liabilities or Environmental Retained Liabilities).

General Indemnification by Seller. (a) From Following the Closing and after the Closing, Seller shall, subject to the provisions terms and conditions of Article VIII and this Article VIIIIX, Seller will indemnify, defend and hold harmless Buyer, its Affiliates and each Buyer and its of their respective employees, officersdirectors and officers (collectively, directors, representatives, agents the “Buyer Group”) from and Affiliates (the "Buyer Indemnified Parties") from, against and in respect of any and all damagesDamages actually incurred by any member of the Buyer Group based upon or arising out of (a) any breach of any covenant of Seller contained in this Agreement or any breach prior to Closing of any covenant of the Company contained in this Agreement (except for any breach of any covenant relating to Taxes, claimsindemnification for which shall be covered by Section 9.7(a)), losses, charges, actions, suits, proceedings and reasonable costs and expenses (but, other than with respect to b) any breach of any of Seller’s representations and warranties contained in Sections 3.1 (Organization of the covenants Company), 3.2 (Authorization), 3.5 (Capitalization), 3.6 (Subsidiaries of the Company) or 3.21 (Brokers’ Fees) or Sellers’ representations and warranties contained in Sections 4.1 (Organization of Seller), 4.2 (Authorization), 4.4 (Brokers’ Fees) and 4.7 (Guarantee) (such representations and warranties, collectively, the “Seller Specified Representations”), (c) any breach of any of Seller’s representations and warranties contained in Article XIIII or of any of the Seller’s representations and warranties contained in Article IV, not including, consequential, exemplary, special and punitive damages and lost profitsin each case, other than such damages awarded to any third party against a Buyer Indemnified Party) (collectively, the "Losses") sustained or incurred by a Buyer Indemnified Party as a result of or in connection with: (i) Seller’s representations and warranties contained in Section 3.11 (Tax Matters), indemnification for which shall be covered by Section 9.7(a), (ii) the Retained Seller Specified Representations and (iii) the representations and warranties described in Section 9.1(d), (d) any breach of Seller’s representations and warranties contained in Sections 3.9 (Undisclosed Liabilities), 3.10(b) (Compliance with Operating Representations since February 1, 2008), 3.18(b) (Equity Upside Payments) or 3.25 (Accounts Receivable; Inventory), (e) any claims by the parties listed in Section 9.1(e) of the Disclosure Schedule (the “Specified Parties”) relating to the ownership and operation of the Company Group or the conduct of its business prior to the Closing, including, without limitation, the Reorganization or the Specified AR Proceeding (but excluding, for the avoidance of doubt, any claim for or claims relating to product liability the performance or defective product arising from sales breach of RC International Branded Concentrates any contract or RC International Non-Branded Concentrates agreement with any Specified Party following Closing) and any claims by any Specified Party in respect of any payment owing to such Specified Party pursuant to the terms of any employment or consulting agreement between a member of the Company Group and such Specified Party, as in effect immediately prior to the Closing, to the extent not reflected in Schedule A4, (f) any Earnout Prepayment Amount payable pursuant to the Contribution Agreement, (g) the matter described in item 1 of Section 3.12(c) of the Disclosure Schedule and (h) any out of pocket costs and expenses of the Company Group following Closing Date but excluding all Retained Liabilities relating to the Specified HS Proceeding to the extent arising out ofof and attributable to products, related goods and services of the Company Group prior to Closing (it being understood and agreed, for the avoidance of doubt, that in no event shall Seller have any Liability under this Section 9.1(h) for any Damages relating to any conduct, injunctive, operational or similar remedy that may be imposed upon any member of the Company Group in connection with (x) any breach by Seller of any of the representations or warranties contained in Section 6.15, (y) any Environmental Condition or (z) the environmental condition of the Owned Real Property (whether or not an Environmental Condition and whether or not the existence of such condition constitutes a breach by Seller of any of the representations or warranties contained in Section 6.15) ((x), (y) and (z) being, collectively, the "Environmental Retained Liabilities"), (ii) the Environmental Retained Liabilities, (iii) any breach of a representation or warranty made herein by Seller, (iv) the failure of Seller and Buyers to comply with any applicable bulk transfer laws or (v) any breach by Seller of any of the covenants or agreements contained in this Agreement to be performed by Seller (other than with respect to the Retained Liabilities or Environmental Retained LiabilitiesSpecified HS Proceeding).