Indemnification by Parent and Seller. (a) From and after the Closing, Parent and Seller agree to jointly and severally indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from:
Indemnification by Parent and Seller. Each of Parent and Seller agree to and shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless against any Losses which the Buyer Parties may suffer, sustain or become subject to, as a result of: (a) any breach of any representation or warranty made by any of Parent or Seller in this Agreement; (b) any breach of any covenant or agreement by Parent or Seller under this Agreement or under any Transaction Document; (c) any Excluded Liabilities or (d) any of the matters set forth on Schedule 8.1 attached hereto (the “Special Indemnification Schedule”); provided, that neither Parent nor Seller shall have any liability under Section 8.1(a) (other than with respect to any breach of Section 6.2(a) (Authorization); Section 6.8(a) (Assets); or Section 6.15 (Litigation); or to any fraud by Parent or Seller) unless the aggregate of all Losses relating thereto for which Parent and Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000.00 (“Threshold Amount”), and then Parent and Seller shall be liable for all such Losses including the Threshold Amount. Notwithstanding the foregoing, (x) Parent and Seller shall not have any liability under Section 8.1(a) with respect to any breach of Section 6.18 (Environmental Matters) unless the amount of Losses relating thereto exceeds $250,000.00 and then Parent and Seller shall be liable only for all such Losses in excess of such $250,000.00 threshold (and in which event the Threshold Amount shall be met by such Losses); and (y) Parent and Seller shall not be liable for any Losses pursuant to Section 8.1(a) that exceed in the aggregate an amount (the “Restricted Amount”) equal to 15% of the Purchase Price (as adjusted by Section 4.2(d)) plus, with respect to Losses relating to any breaches of Section 6.18 (Environmental) only, an amount equal to the difference of $8 million minus the Restricted Amount; provided, however, that this limitation shall not be applicable to any breach of Section 6.2(a) or Section 6.8(a) or to any fraud by Parent or Seller. In no event (other than with respect to any fraud by Parent or Seller) shall Parent and Seller be liable for any Losses pursuant to this Article VIII that in the aggregate exceed the Purchase Price, as adjusted pursuant to Section 4.2(d).
Indemnification by Parent and Seller. (a) Parent and Seller shall, jointly and severally, indemnify and defend Buyer and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:
Indemnification by Parent and Seller. Subject to the other terms and conditions of this Article VIII, Parent and Seller, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the "Buyer Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Parent and Seller. From and after the Closing, subject to the further provisions of this Article 7, Parent and Seller shall jointly and severally indemnify, hold harmless and defend Buyer, its Affiliates and their respective directors, officers, employees, consultants, shareholders, members, managers, partners, agents and representatives of each of them, and all successors and assigns of the foregoing (the “Buyer Indemnified Parties”), against and from any Damages (including any Damages resulting from a claim asserted by a third party) arising out of any misrepresentation or the breach of any representation, warranty, covenant or agreement by Parent or Seller contained in this Agreement (including any Exhibit, Schedule or certificate delivered hereunder) or arising out of the Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, (a) the Buyer Indemnified Parties shall not be entitled to indemnification from the Parent or Seller unless and until the aggregate amount of Damages suffered by the Buyer Indemnified Parties exceeds an amount equal to the Deductible, and then only to the extent such Damages exceed the Deductible; (b) the aggregate amount of Damages recoverable by the Buyer Indemnified Parties shall not exceed the Indemnity Cap; and (c) Damages suffered by the Buyer Indemnified Parties shall not include any amounts that are otherwise reflected in the determination of the Purchase Price Adjustment pursuant to Section 1.6.
Indemnification by Parent and Seller. (a) Parent and Seller jointly and severally agree to indemnify in full Buyer and its officers, directors, employees, agents and Affiliates (collectively, for purposes of this Article IX only, “Buyer”) and hold it harmless against any Loss, whether or not actually incurred prior to the applicable date referred to in Section 8.1(a), arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Parent or Seller contained in this Agreement or in the Disclosure Schedule (any such breach or inaccuracy determined without regard to any qualification for “materiality,” “in all material respects” or similar qualifications), (ii) any breach of any of the agreements of any Parent or Seller contained in this Agreement, (iii) any Retained Liability, (iv) any severance liability or other liability to any employee terminated in accordance with Article VII or otherwise arising prior to the Closing Date or after the Closing Date to the extent such employee is not a Business Employee retained by Buyer, (v) Environmental Laws, (vi) Taxes, (vii) any Encumbrance on the Assets, (viii) any Liability resulting from the operation of the business of Seller prior to the Effective Time; (ix) the failure of Buyer to receive good and marketable title to all of Assets; (x) the failure of the Parent or Seller to comply with bulk sales laws; (xi) the failure to obtain any consent, approval, acknowledgment or waiver; (xii) any Transfer Taxes, and (xiii) any matter disclosed on Schedule 8.1, (collectively, “Buyer Losses”).
Indemnification by Parent and Seller. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 9.2(b)), Parent and Seller shall jointly and severally indemnify, defend and hold the Purchaser Indemnified Parties harmless from and against any and all Losses directly or indirectly based upon, arising out of, resulting from or relating to:
Indemnification by Parent and Seller. From and after the Closing, subject to the limitations in this Article IX, Parent and Seller shall jointly and severally indemnify and hold harmless Purchaser and the Company Entities (collectively, the “Purchaser Parties”) for any Losses directly or indirectly resulting from or arising out of:
Indemnification by Parent and Seller. (a) From and after the Closing Date (but subject to the limitations set forth in this Section 4), Parent and Seller shall, jointly and severally, hold harmless and indemnify each of the Purchaser Indemnitees from and against, and compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are suffered or incurred by any of Purchaser Indemnitees and that arise from or as a result of:
Indemnification by Parent and Seller. Following the Closing and subject to the terms and conditions of Article VIII and this Article IX, Parent and Seller will jointly and severally indemnify, defend and hold harmless the Buyer Group from and against any and all Damages actually incurred by the Buyer Group based upon or arising out of (a) any breach of any representation or warranty made by the Company, Parent, or Seller contained in Article III or Article IV after giving effect to any supplements delivered in accordance with Section 6.11, (b) any breach by Parent or Seller of any of its covenants contained herein, and (c) the Retained Claims (in accordance with Section 9.8). Notwithstanding the foregoing, unless specifically provided for in Annex I and except for Benefit Plan Taxes, none of the provisions of this Article IX shall apply to any claim for indemnification for Taxes (and related Damages) and such claims shall be governed by Annex I.
