Common use of Indemnification by Acquiror Clause in Contracts

Indemnification by Acquiror. (a) Subject to Section 7.1 and 7.2(b), and except as otherwise provided in Article VIII, Acquiror hereby agrees that it shall indemnify, defend and hold harmless Sellers and their respective stockholders, directors, officers, employees, representatives, advisors, agents and Affiliates (the "Seller Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings, deficiencies, Taxes, interest, penalties, and reasonable costs and expenses (but not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against an Indemnified Party) (collectively, the "Losses") arising out of, relating to or resulting from, directly or indirectly: (i) any breach of any representation or warranty made by Acquiror contained in this Agreement; (ii) the breach of any covenant or agreement of Acquiror contained in this Agreement; and (iii) except as otherwise provided in Article VIII or specifically enumerated as an item as to which Sellers will indemnify Acquiror pursuant to Section 7.3, all liabilities and obligations of the PEPL Companies and/or the Business, regardless of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities and expenses attributable to the PEPL Employee Benefit Plans and the PEPL Employee Arrangements or otherwise to be assumed or paid by Acquiror or the PEPL Companies pursuant to Section 5.9). (b) Acquiror shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters enumerated in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.2 only, the representations and warranties of Acquiror contained in this Agreement shall be read without giving effect to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million. (c) Notwithstanding any other provision in this Agreement to the contrary, this Section 7.2 shall not apply to any claim of indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be governed by Article VIII. 7.3

Indemnification by Acquiror. (a) Subject to Section 7.1 From and 7.2(b), and except as otherwise provided in Article VIIIafter the Closing, Acquiror hereby agrees that it shall indemnifywill indemnify Seller, defend and hold harmless Sellers its Affiliates and their respective stockholders, directors, officers, employees, representatives, advisors, agents officers and Affiliates directors (the "“Seller Indemnified Parties"”) from, against and in respect any Losses suffered by any of them as a result of any and all damages, claims, losses, charges, actions, suits, proceedings, deficiencies, Taxes, interest, penalties, and reasonable costs and expenses (but not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against an Indemnified Partya) (collectively, the "Losses") arising out of, relating to or resulting from, directly or indirectly: (i) any breach of any representation or warranty set forth in Article IV (determined without regard to Section 4.9(c) in its entirety and without giving effect to any “Acquiror Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in Section 4.7, Section 4.8(b) and Section 4.12), (b) failure of any representation or warranty set forth in Article IV to be true and correct as of and as though made by on the Closing Date (other than any representation and warranty that is expressly made as of a specified date) (determined without regard to Section 4.9(c) in its entirety and without giving effect to any “Acquiror Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in this Agreement; Section 4.7, Section 4.8(b) and Section 4.12) (iieach such breach or failure under clause (a) the or (b), an “Acquiror Warranty Breach”), (c) breach of any covenant or agreement of Acquiror contained pursuant to this Agreement or (d) in the event the Acquiror Restructuring is not completed prior the Closing Date in accordance with Section 5.14, (i) the excess of (A) the Tax Liability of Seller with respect to its sale of the Membership Interests pursuant to this Agreement; Agreement over (B) the Tax Liability the Seller would have had if the Acquiror Restructuring had been completed prior to the Closing Date, (ii) the quotient of (A) any amount distributed to Seller in respect of its Equity Consideration divided by (B) one minus the combined federal and state statutory marginal income tax rate imposed with respect to the earnings of the issuer of the Equity Consideration and its subsidiaries and (iii) except as otherwise provided in Article VIII or specifically enumerated as an item as to which Sellers will indemnify Acquiror pursuant to Section 7.3, all liabilities and obligations the event Seller subsequently disposes of the PEPL Companies and/or Equity Consideration, the Business, regardless excess of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities and expenses attributable A) the proceeds Seller would have received in such disposition had the Acquiror Restructuring occurred prior to the PEPL Employee Benefit Plans and Closing Date over (B) the PEPL Employee Arrangements or otherwise to be assumed or paid proceeds actually received by Acquiror or the PEPL Companies pursuant to Section 5.9)Seller in such disposition. (b) Acquiror shall not be liable to the Seller Indemnified Parties may assert any claim for indemnification against Acquiror in respect of any Losses with respect to representation, warranty or covenant only until the matters enumerated last date on which such representation, warranty or covenant survives as provided in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.2 only, the representations and warranties of Acquiror contained in this Agreement shall be read without giving effect to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million. (c) Notwithstanding any other provision in this Agreement to the contrary, this Section 7.2 shall not apply to any claim of indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be governed by Article VIII. 7.37.1.

Indemnification by Acquiror. (a) Subject to the provisions of this Section 7.1 and 7.2(b), and except as otherwise provided in Article VIII4.1 below, Acquiror hereby agrees that it shall indemnify, defend to indemnify and hold harmless Sellers each Investor, and their respective stockholders, directors, each Investor’s officers, employees, representativesaffiliates, advisorsdirectors, agents partners, members, attorneys and Affiliates agents, and each Person, if any, who controls an Investor (within the "Seller meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Parties") fromParty”), from and against and in respect of any and all damagesexpenses, losses, judgments, claims, lossesdamages or liabilities, chargeswhether joint or several, actions, suits, proceedings, deficiencies, Taxes, interest, penalties, and reasonable costs and expenses (but not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against an Indemnified Party) (collectively, the "Losses") arising out ofof or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Acquiror of the Securities Act or any rule or regulation promulgated thereunder applicable to Acquiror and relating to action or resulting frominaction required of Acquiror in connection with any such registration (provided, directly or indirectly: (i) any breach of any representation or warranty made by Acquiror however, that the indemnity agreement contained in this Agreement; (ii) the breach of any covenant or agreement of Acquiror contained in this Agreement; and (iii) except as otherwise provided in Article VIII or specifically enumerated as an item as to which Sellers will indemnify Acquiror pursuant to Section 7.3, all liabilities and obligations of the PEPL Companies and/or the Business, regardless of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities and expenses attributable to the PEPL Employee Benefit Plans and the PEPL Employee Arrangements or otherwise to be assumed or paid by Acquiror or the PEPL Companies pursuant to Section 5.9). (b) Acquiror shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters enumerated in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.2 only, the representations and warranties of Acquiror contained in this Agreement shall be read without giving effect to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million. (c) Notwithstanding any other provision in this Agreement to the contrary, this Section 7.2 4.1 shall not apply to amounts paid in settlement of any claim such claim, loss, damage, liability or action if such settlement is effected without the consent of Acquiror, such consent not to be unreasonably withheld, delayed or conditioned); and Acquiror shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Acquiror will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Acquiror, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Acquiror also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be governed by Article VIII. 7.3provided above in this Section 4.1.

Indemnification by Acquiror. (a) Subject to Section 7.1 the terms and 7.2(b)conditions of this Article X, from and except as otherwise provided in Article VIIIafter the Closing, Acquiror hereby agrees that it shall will indemnify, defend and hold harmless Sellers Seller, its Affiliates, and their respective stockholders, directors, officers, employees, representatives, advisors, employees and agents harmless from and Affiliates (the "Seller Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedingsdemands, deficienciesassessments, Taxesjudgments, losses, liabilities, damages, costs, royalties, payments, license fees and expenses (including interest, penalties, reasonable attorneys' fees, accounting fees and reasonable costs and expenses (but not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against an Indemnified Partyinvestigation costs) (collectively, the "LossesLIABILITIES") resulting from or arising out of, relating to or resulting from, directly or indirectly: of (i) any breach of any representation or warranty made of Acquiror contained herein or in any other closing document delivered by Acquiror contained in this Agreement; connection herewith, or (ii) the any breach of any covenant or agreement of Acquiror contained herein or in this Agreement; and any other closing document delivered by Acquiror in connection herewith, which covenant requires performance by Acquiror after the Closing, or (iii) the operation by Acquiror of the Business after the Closing, except as otherwise provided to the extent Seller is required to indemnify Acquiror with respect thereto; (iv) any matter or item disclosed on Schedules 3.7, 3.8 (other than items 1 and 5(a) and (b) disclosed thereon), 3.10, or 3.13, (v) any liability reserved against or included in Article VIII the Financial Statements or specifically enumerated as an item as the Closing Date Balance Sheet or reserved against or included in the Final Net Worth but in both cases only to the extent of the reserve or accrual for such liability, or (vi) any liability, including, but not limited to, liabilities relating to Hazardous Materials or Environmental Laws, of either of the Companies or relating to the Business with respect to which Sellers will Seller is not required to indemnify Acquiror pursuant to Section 7.3, all liabilities and obligations of the PEPL Companies and/or the Business, regardless of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities and expenses attributable to the PEPL Employee Benefit Plans and the PEPL Employee Arrangements or otherwise to be assumed or paid by Acquiror or the PEPL Companies pursuant to Section 5.9). (b) Acquiror shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters enumerated in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.2 only, the representations and warranties of Acquiror contained in this Agreement shall be read without giving effect to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million. (c) Notwithstanding any other provision in this Agreement to the contrary, this Section 7.2 shall not apply to any claim of indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be governed by Article VIII. 7.3Agreement.

Indemnification by Acquiror. (a) Subject to Section 7.1 and 7.2(b), and except as otherwise provided in Article VIII, Acquiror hereby agrees that it shall indemnify, defend and hold harmless Sellers the Company and their respective stockholders, directors, officers, employees, representatives, advisors, agents and each of its Affiliates (the each, a "Seller Indemnified PartiesCompany Indemnitee") from, against from and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings, deficiencies, Taxes, interest, penaltiesagainst, and reasonable costs and expenses (but not includingshall reimburse each Company Indemnitee for, consequentialall Losses asserted against, exemplaryimposed upon or incurred by, special and punitive damages and lost profitssuch Company Indemnitee resulting, other than such damages awarded to any third party against an Indemnified Party) (collectivelyin whole or in part, the "Losses") arising out of, relating to or resulting from, directly or indirectly: from (i) any misrepresentation or breach of any representation warranty or warranty made covenant by Acquiror or any Affiliate thereof other than an Exempt Act, but only to the extent such misrepresentation, warranty or covenant is related to Taxes or contained in any section hereof relating to Taxes, in each case, contained in this Agreement; Agreement (ii) or in any certificate, document, list or schedule delivered by Acquiror to the breach of any covenant Company or agreement of Acquiror contained in this Agreement; and (iii) except as otherwise provided in Article VIII or specifically enumerated as an item as Dewex Xxxxxxxxxx xxxeunder relating to which Sellers will indemnify Acquiror pursuant to Section 7.3Taxes, all liabilities and obligations of the PEPL Companies and/or the Business, regardless of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities provisions of the representation letters referred to in Section 6.2(c) and expenses Section 8.2(e) hereof), (ii) Acquiror Commissions, (iii) any unpaid Taxes of Media or its Subsidiaries for any Taxable Period, or portion thereof, beginning after the Closing Date and (iv) all Taxes attributable to any extraordinary (i.e., non-ordinary course of business) transaction within the PEPL Employee Benefit Plans control of Acquiror or any Affiliate thereof occurring on the Closing Date after the Closing; provided, however, that the liability of the Company and Acquiror (and the PEPL Employee Arrangements Affiliates of each of the Company and Acquiror) with respect to any Tax described in (i) shall be equitably apportioned in the event and to the extent that any Tax described in (i) is also attributable, in whole or otherwise in part, to any misrepresentation or breach of warranty or covenant by the Company or any Affiliate thereof, but only to the extent such misrepresentation, warranty or covenant is related to Taxes or is contained in any section hereof relating to Taxes; provided, further, that there shall be assumed no such apportionment of liability to the extent that the Loss would not have been suffered but for the misrepresentation or paid breach of warranty, covenant or promise by Acquiror or its Affiliates and was not attributable in whole or in part to any misrepresentation or breach of warranty or covenant by the PEPL Companies pursuant Company or its Affiliates related to Section 5.9). (b) Acquiror shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters enumerated in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.2 only, the representations and warranties of Acquiror Taxes or contained in this Agreement shall be read without giving effect any Section hereof related to Taxes. Any payments to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million. (c) Notwithstanding any other provision in this Agreement to the contrary, this Company Indemnitee under Section 7.2 shall not apply to any claim of indemnification with respect to Tax matters. Claims for indemnification with respect to Tax matters shall be governed by Article VIII. 7.37.9 from Acquiror