Common use of Indemnification by Buyers Clause in Contracts

Indemnification by Buyers. (a) From and after the Closing, and subject to this ARTICLE 8, Buyers, jointly and severally, shall defend, indemnify and hold harmless Seller and each of its Affiliates and their respective officers, directors, employees and agents (collectively, the “Seller Indemnitees”) from and against, and pay or reimburse the Seller Indemnitees for, any and all Losses to the extent resulting from: (i) any breach of any representation or warranty made by Buyers in ARTICLE 3; or (ii) any breach in performance by Buyers of any of their respective covenants or agreements contained herein. Seller Indemnitees shall not be entitled to recover under Section 8.3(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 8.3(a)(i) with respect to such claim or group of related claims exceeds the Per Claim Threshold, provided, further, that no claims by Seller Indemnitees shall be asserted under Section 8.3(a)(i) unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis the Indemnification Deductible, and then only to the extent such Losses exceed the Indemnification Deductible. Any such individual claims or group of related claims for the amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreement.

Indemnification by Buyers. (a) From and after the Closing, and subject to this ARTICLE 8, Buyers, Buyers hereby jointly and severallyseverally agree to indemnify M.A. Hanna, shall defendSellers, indemnify and hold harmless Seller and each of its their Affiliates and their respective officers, directors, employees employees, stockholders, agents and agents (collectively, the “Seller Indemnitees”) from and representatives against, and pay or reimburse the Seller Indemnitees foragree to hold them harmless from, any and all Losses to the extent Loss suffered or incurred by any such indemnified party based upon, arising out of or resulting from: from (i) any misrepresentation in, or breach of, any representation or warranty of Buyers contained in this Agreement or any of the Transaction Documents, (ii) any breach of any representation covenant of Buyers contained in this Agreement or warranty made by Buyers in ARTICLE 3; the Transaction Documents requiring performance after the Closing Date, (iii) the Assumed Liabilities, (iv) any liability of the Stock Companies other than the Pre-Closing Liabilities, or (iiv) the operation of the Business by Buyers, or Buyers' ownership, operation or use of the Assets, after the Closing Date (but excluding any breach in performance by Loss to which M.A. Hannx xx Sellers are, or, if a claim is properly made, would be, obligated to indemnify Buyers of any of their respective covenants or agreements contained herein. Seller Indemnitees pursuant to Section 8.02 hereof); provided, however, that Buyers shall not be entitled to recover have any liability under Section 8.3(a)(iclause (i) above for an individual claim or group of related claims any Loss, unless and until the total of all Losses covered by clause (i) above exceed in the aggregate the threshold amount of One Million Five Hundred Thousand U.S. Dollars ($1,500,000), in which case Buyers shall indemnify the indemnified parties for all of such Losses, including the threshold amount. Notwithstanding anything to the contrary contained in this Agreement or any of the Transaction Documents, Buyers will not be obligated to indemnify M.A. Hannx xxx Sellers for any Losses under clause (i) above to the extent that otherwise would be payable pursuant to Section 8.3(a)(i) with respect to such claim or group of related claims exceeds the Per Claim Threshold, provided, further, that no claims by Seller Indemnitees shall be asserted under Section 8.3(a)(i) unless and until the aggregate amount of all such payments for Losses that by Buyers, on the one hand, to M.A. Hannx xxx Sellers, on the other hand, would otherwise be payable hereunder exceeds on a cumulative basis the Indemnification Deductible, and then only to the extent such Losses exceed the Indemnification Deductible. Any such individual claims or group of related claims for the amounts less than the Per Claim Threshold shall be ignored Purchase Price, as finally determined in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply accordance with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this AgreementArticle IV hereof.

Indemnification by Buyers. (a) From and after the Closing, and subject Buyers agree to this ARTICLE 8, Buyers, jointly and severally, shall defend, indemnify and hold harmless Seller and each of its Affiliates Sellers, their Affiliates, and their respective officers, directors, employees employees, managers, successors and agents (collectively, the “Seller Indemnitees”) assigns harmless from and against, and pay or reimburse the Seller Indemnitees for, any and all Losses to the extent resulting fromsuffered or paid as a result of or arising out of: (i) any breach or default in the performance by Buyers of any representation covenant or warranty made by agreement of Buyers contained in ARTICLE 3this Agreement or any related document executed pursuant hereto; or (ii) any breach of warranty or inaccurate or erroneous representation made by Buyers; and (iii) the failure of Buyers to fully pay and discharge as and when same are due the Assumed Liabilities. (b) Buyers shall reimburse Sellers an amount satisfactory to compensate Sellers for any Losses directly arising from an event or circumstance to which the foregoing indemnities relate; provided, however, that Sellers acknowledge that the afore-described indemnification responsibilities of Sellers in performance by Buyers of any of their respective covenants or agreements contained herein. Seller Indemnitees Section 8.4(a)(ii) shall be, notwithstanding the prior terms hereof, limited as follows: (i) Sellers will not be entitled to recover under Section 8.3(a)(i) for an individual claim or group of related claims unless and until indemnification hereunder, except to the extent that such Losses exceed the amount of Losses that otherwise would be payable pursuant to Section 8.3(a)(i) insurance recovered by Sellers with respect to such claim or group Losses, which Sellers agree to use commercially reasonable efforts to recover. The amount of related claims exceeds the Per Claim Threshold, provided, further, that no claims by Seller Indemnitees any Losses subject to indemnification hereunder shall be asserted under Section 8.3(a)(icalculated net of any insurance recovered by Sellers or their Affiliates with respect to such Losses; (ii) unless and Sellers shall have no Claim for indemnification hereunder until the aggregate amount of Losses that all Losses, damages and expenses incurred, which would otherwise be payable hereunder subject to indemnification hereunder, exceeds on a cumulative basis the Indemnification Deductible$420,000, and then only to the extent of such excess, but in no event shall the aggregate amount of all Losses subject to indemnification under this Section 8.4 exceed the Indemnification Deductible$14,000,000; provided, however, that Buyers’ liability for any Loss will not be limited as set forth in this Section 8.4(b)(ii) if such Buyer Indemnified Liability relates to a breach of any representation or warranty contained in Section 4.1, Section 4.2 or Section 4.3. Any such individual claims or group of related claims for the amounts less than the Per (iii) Sellers shall have no Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for hereunder to the extent that any breach Losses have been incurred as a result of a Fundamental Representation; or (ii) claims with respect Sellers’ failure to mitigate any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreement.such Losses. Section 8.5

Indemnification by Buyers. (ai) From and Buyer (or, after the Closing, the Surviving Corporation) and subject to this ARTICLE 8, Buyers, jointly and severally, shall defend, indemnify and hold harmless Seller and each of its Affiliates the GS Funds and their respective successors and assigns shall indemnify the Sellers, the Corporation Entities and their respective Affiliates, officers, directors, employees employees, stockholders, agents and agents (collectively, the “Seller Indemnitees”) from and representatives against, and pay or reimburse the Seller Indemnitees forhold them harmless from, any and all Losses directly arising from, relating to the extent resulting from: or otherwise in respect of (ia) any breach of any representation or warranty made by Buyers of Buyer or the GS Funds contained in ARTICLE 3; this Agreement or any Related Document to which it is a party, (iib) any breach in performance by Buyers of any covenant of their respective covenants Buyer or agreements the GS Funds contained herein. Seller Indemnitees shall not be entitled in this Agreement or in any Related Document to recover under Section 8.3(a)(iwhich Buyer or the GS Funds are a party, (c) for an individual claim or group the consummation of related claims unless and until a Debt Tender Offer without first obtaining the amount affirmative vote of Losses that otherwise would be payable pursuant a majority in interest of such series in favor of the Indenture Amendments if Buyer has consented in writing to Section 8.3(a)(ithe waiver of obtaining such affirmative vote, (d) with respect the consummation of a Debt Tender Offer without first obtaining the consent of the applicable Trustee if Buyer has consented in writing to such claim action, or group (e) the operation of related claims exceeds the Per Claim Thresholdbusiness of any Corporation Entity after the Closing; PROVIDED, provided, furtherHOWEVER, that no claims by Seller Indemnitees neither Buyer nor the GS Funds shall be asserted required to indemnify any Person or shall have any liability under clause (a) of this Section 8.3(a)(i10.3 (i) unless and until the aggregate amount of all Losses that would otherwise for which Buyers would, but for this proviso be payable hereunder liable (other than De Minimis Losses) exceeds on a cumulative basis an amount equal to the Indemnification Deductible, Deductible Amount and then only to the extent of such Losses exceed the Indemnification Deductible. Any such individual claims or group of related claims for the amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or excess, (ii) claims with respect for De Minimis Losses or (iii) in excess of the Indemnity Cap. For purposes of this Section 10.3, the truth or correctness of any representation or warranty of Buyer or the GS Funds that survives the Closing contained in this Agreement shall be determined without regard to any Buyer’s actual Material Adverse Effect qualification set forth in such representation and intentional fraud with respect warranty. Notwithstanding anything to any express provisions the contrary contained in this Agreement, no GS Fund shall be required to indemnify any Person pursuant to this Section 10.3, or shall otherwise be liable under this Agreement, for Losses exceeding, in the aggregate, such GS Fund's Contribution Percentage (as set forth on Schedule 10.3, which Schedule shall be amended from time to time to reflect any sales of the equity of Buyer prior to the Closing as permitted under Section 11.1) of the Common Equity Purchase Price.

Indemnification by Buyers. (a) From Effective at and after the Closingdate of this Agreement, and subject each Buyer hereby agrees to this ARTICLE 8, Buyers, jointly and severally, shall defend, indemnify and hold harmless Seller and each of Seller, its Affiliates and their respective officers, directors, employees successors and agents (collectively, the “Seller Indemnitees”) assignees from and against, and pay or reimburse the Seller Indemnitees for, against any and all Losses Damages incurred or suffered by Seller, its Affiliates and their respective successors and assignees based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by such Buyer. In particular, each Buyer shall be liable to Seller, its Affiliates and their respective successors and assignees for the extent resulting from: timely payment of the Applicable Purchase Price in accordance with the terms and conditions of this Agreement. In addition to any other remedy to which the parties may be entitled at law or in equity, if any Buyer fails to pay any sum of the Applicable Purchase Price on the due date of such payment as provided in this Agreement, the overdue part of the Applicable Purchase Price shall bear an interest of 0.2% per day from the due date until the Applicable Purchase Price is fully paid. The Company and Buyers further agree, in the event that the Group Companies fail to approve the resignation of the Seller Staff, or replace such Seller Staff with Persons appointed by Buyers or other Shareholders of the Company, or register such removal or replacement with the competent AIC Authority in accordance with Section 6.03, the Company and Buyers shall jointly (i) any breach pay a sum of any representation or warranty made by Buyers in ARTICLE 3RMB1 million (the “Penalty”) to Seller; or and (ii) any breach in performance by Buyers of any of addition to the Penalty, jointly indemnify Seller, its Affiliates, the Seller Staff and their respective covenants successors and assignees from and against any and all Damages incurred or agreements contained herein. Seller Indemnitees shall not be entitled to recover under Section 8.3(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 8.3(a)(i) with respect to suffered by such claim or group of related claims exceeds the Per Claim Threshold, provided, further, that no claims by Seller Indemnitees shall be asserted under Section 8.3(a)(i) unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis the Indemnification Deductible, and then only to the extent such Losses exceed the Indemnification Deductible. Any such individual claims or group of related claims for the amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreementfailure.

Indemnification by Buyers. (a) From Each Buyer hereby agrees that from and after the Closing, and subject to this ARTICLE 8, BuyersClosing it, jointly and severally, shall defendindemnify, indemnify defend and hold harmless Seller and each of its Affiliates Sellers, their Affiliates, and their respective directors, officers, directorsshareholders, partners, members, attorneys, accountants, agents, Representatives and employees and agents their heirs, successors and permitted assigns, each in their capacity as such (collectivelythe “Seller Indemnified Parties” and, together with the Buyer Indemnified Parties, the “Seller IndemniteesIndemnified Parties”) from from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, and pay or reimburse any of the Seller Indemnitees forIndemnified Parties, whether in respect of third party claims, claims between the parties hereto, directly or indirectly relating to or arising from or in connection with: (a) except for any matter covered by another clause of this Section 6.3, any and all Losses to the extent resulting from: (i) any breach or inaccuracy of any representation or warranty made by Buyers any Buyer contained in ARTICLE 3the Transaction Documents (it being understood that any qualification as to “materiality” (or similar words) or a “Material Adverse Effect” or “Knowledge” (or similar words) included in any such representation or warranty shall apply for purposes of determining whether there was an inaccuracy or breach of such representation or warranty, but shall be disregarded for purposes of computing any Loss in the event such representation or warranty is determined to have been breached); (b) except for any matter covered by another clause of this Section 6.3, any breach of any covenant, obligation or agreement of any Buyer contained in the Transaction Documents; (iic) any fraud, intentional misrepresentation or willful breach in performance by Buyers of any covenant, obligation or agreement of any Buyer contained in the Transaction Documents; (d) any Taxes for which Buyers are responsible in accordance with Section 5.1 or failure to comply with any Tax-related covenants of Buyers set forth in this Agreement; (e) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyers (or any Person acting on their respective covenants behalf) in connection with any transactions contemplated by this Agreement; (f) any Assumed Liability; (g) any and all Liabilities in respect of the Transferred Employees to the extent that such Liabilities arise from facts or agreements contained herein. Seller Indemnitees shall not be entitled circumstances occurring after the Closing Date, and (h) any Purchase Price Adjustment Amount owed to recover under Section 8.3(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable Sellers pursuant to Section 8.3(a)(i) with respect to such claim or group of related claims exceeds the Per Claim Threshold, provided, further, that no claims by Seller Indemnitees shall be asserted under Section 8.3(a)(i) unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis the Indemnification Deductible, and then only to the extent such Losses exceed the Indemnification Deductible. Any such individual claims or group of related claims for the amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreement2.6.

Indemnification by Buyers. (a) From Each Buyer shall, severally and after the Closing, and subject to this ARTICLE 8, Buyers, jointly and severally, shall defendnot jointly, indemnify and hold harmless Seller and each of the Company, its Affiliates and their respective directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees and agents (collectivelyof such controlling Persons, to the “Seller Indemnitees”) fullest extent permitted by applicable law, from and against, and pay or reimburse the Seller Indemnitees for, any and against all Losses incurred, arising out of or relating to the extent resulting from: (iA) any misrepresentation or breach of any representation or warranty made by Buyers Buyer in ARTICLE 3; the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iiB) any breach in performance by Buyers of any material covenant, agreement or obligation of their respective covenants Buyer contained in the Transaction Documents or agreements any other certificate, instrument or document contemplated hereby or thereby, or (C) any untrue or alleged untrue statement of a material fact contained herein. Seller Indemnitees shall in the Registration Statement, any Prospectus or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not be entitled misleading, to recover under Section 8.3(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 8.3(a)(i) with respect to such claim or group of related claims exceeds the Per Claim Threshold, provided, furtherextent, that no claims (x) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Buyer furnished in writing to the Company by Seller Indemnitees shall be asserted under Section 8.3(a)(i) unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis the Indemnification Deductiblesuch Buyer for use therein, and then only or to the extent that such Losses exceed information relates to such Buyer or such Buyer's proposed method of distribution of Registrable Securities, or (y) the Indemnification Deductibleuse by such Buyer of an outdated or defective Prospectus after the Company has notified such Buyer in writing that the Prospectus is outdated or defective and prior to the receipt by such Buyer of the Advice contemplated in Section 6(f). Any such individual claims or group In no event shall the liability of related claims for the amounts less any selling Buyer hereunder be greater in amount than the Per Claim Threshold shall be ignored in determining whether dollar amount of the Indemnification Deductible has been exceeded. The Per Claim Threshold and net proceeds received by such Buyer upon the Indemnification Deductible shall not apply with respect sale of the Registrable Securities giving rise to any: (i) claims for such indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreementobligation.