Common use of Indemnification and Damages Clause in Contracts

Indemnification and Damages. The Company agrees to indemnify and hold harmless the Significant Equityholders and their respective affiliates, and each of their respective directors, officers, partners, members, employees, agents, counsel, financial advisors and assignees (including affiliates of such assignees), in their capacities as such (each an “Indemnified Party”), from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject from third-party claims (including claims by other stockholders), insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from this Equity Commitment Agreement or any other Definitive Document, and the Company agrees to reimburse (on an as-incurred monthly basis) each Indemnified Party for any reasonable legal or other reasonable expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities of the Significant Equityholders that are finally judicially determined (not subject to appeal) to have resulted solely from (i) the gross negligence or willful misconduct of such Indemnified Party or (ii) statements or omissions in a registration statement, free writing prospectus or prospectus or any amendment or supplement thereto made in reliance upon or in conformity with the information relating to the Significant Equityholders or their affiliates furnished to the Company in writing by or on behalf of the Significant Equityholders expressly for use in a registration statement, free writing prospectus or prospectus or any amendment or supplement thereto. In the event of any litigation or dispute involving this Equity Commitment Agreement or any other Definitive Document, subject to the foregoing, the Significant Equityholders shall not be responsible or liable to the Company for any special, indirect, consequential, incidental or punitive damages. The obligations of the Company under this paragraph (the “Indemnification Obligations”) shall remain effective whether or not any of the transactions contemplated in this Equity Commitment Agreement are consummated or any other Definitive Documents are executed and notwithstanding any termination of this Equity Commitment Agreement.

Indemnification and Damages. The Company In consideration of the purchase of the Sale Shares by the Acquirer from the Sellers hereunder, each defaulting Party (“Indemnifying Party”) agrees to indemnify indemnify, defend and hold harmless harmless, the Significant Equityholders and their respective affiliatesother non-defaulting Party , its Affiliates and each of their respective directorspartners, officers, employees, shareholders, partners, members, employees, agents, counselas the case maybe (each, financial advisors and assignees (including affiliates of such assignees), in their capacities as such (each an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against against, any and all losses, claimsall, damages, liabilities Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or other expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to which such as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party may become subject from third-party claims as a result of: any misrepresentation or inaccuracy in any Warranty made by such defaulting Party, or any failure by such Sellers to perform or comply with any agreement, obligation, liability, representation, warranty, term, covenant or undertaking contained in this Agreement; any Loss incurred by the Indemnified; any fraud committed by the defaulting Party, at any time; Taxes, costs, and expenses (including claims by other stockholders), insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened reasonable fees and disbursements) arising in respect thereof) or other expenses arise , arising out of or in connection with any way relate to or result from this Equity Commitment Agreement or any other Definitive Document, and demand by a Governmental Authority against the Company agrees to reimburse (on an as-incurred monthly basis) each Indemnified Party for any reasonable legal or other reasonable expenses incurred in connection with investigating, defending or participating in performance of any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities of the Significant Equityholders that are finally judicially determined (not subject to appeal) to have resulted solely from (i) the gross negligence or willful misconduct of such Indemnified Party or (ii) statements or omissions in a registration statement, free writing prospectus or prospectus or any amendment or supplement thereto made in reliance upon or in conformity with the information relating to the Significant Equityholders or their affiliates furnished to the Company in writing by or on behalf of the Significant Equityholders expressly for use in a registration statement, free writing prospectus or prospectus or any amendment or supplement theretoobligation under this Agreement. In the event the Company or the Sellers make any payment pursuant to this Section 7 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties, or deductible by the Company or the Promoters, on such payment. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. The Indemnifying Parties acknowledge and agree that any litigation payments to be made pursuant to this Section 7 are not in the nature of a penalty but merely reasonable compensation for the loss that would be suffered, and therefore, each Indemnifying Party waives all rights to raise any claim or dispute involving this Equity Commitment Agreement defense that such payments are in the nature of a penalty and undertakes that it shall not raise any such claim or defense. The above indemnity shall take effect upon Closing but shall be applicable for any other Definitive Document, subject cause originating prior to the foregoing, the Significant Equityholders shall not be responsible or liable Closing and having cause d any Loss to the Company for any special, indirect, consequential, incidental or punitive damages. The obligations of the Company under this paragraph (the “Indemnification Obligations”) shall remain effective whether or not any of the transactions contemplated in this Equity Commitment Agreement are consummated or any other Definitive Documents are executed and notwithstanding any termination of this Equity Commitment AgreementIndemnified Parties.

Indemnification and Damages. The Company agrees to indemnify and hold harmless the Significant Equityholders and their respective affiliates, and each of their respective directors, officers, partners, members, employees, agents, counsel, financial advisors and assignees (including affiliates of such assignees), in their capacities as such (each an “Indemnified Party”), from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject from third-party claims (including claims by other stockholders), insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from this Equity Commitment Agreement or any other Definitive Document, and the Company agrees to reimburse (on an as-incurred monthly basis) each Indemnified Party for any reasonable legal or other reasonable expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities of the Significant Equityholders that are finally judicially determined (not subject to appeal) to have resulted solely from (i) the gross negligence or willful misconduct of such Indemnified Party or (ii) statements or omissions in a registration statement, free writing prospectus or prospectus or any amendment or supplement thereto made in reliance upon or in conformity with the information relating to the Significant Equityholders or their affiliates furnished to the Company in writing by or on behalf of the Significant Equityholders expressly for use in a registration statement, free writing prospectus or prospectus or any amendment or Foamex International Inc. April 1, 2008 supplement thereto. In the event of any litigation or dispute involving this Equity Commitment Agreement or any other Definitive Document, subject to the foregoing, the Significant Equityholders shall not be responsible or liable to the Company for any special, indirect, consequential, incidental or punitive damages. The obligations of the Company under this paragraph (the “Indemnification Obligations”) shall remain effective whether or not any of the transactions contemplated in this Equity Commitment Agreement are consummated or any other Definitive Documents are executed and notwithstanding any termination of this Equity Commitment Agreement.