Indemnification Generally; Etc. From and after the Closing Date:
Indemnification Generally; Etc. (a) Subject to the further terms of this Section 9, the Seller agrees to indemnify the Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following:
Indemnification Generally; Etc. 37 (a) By the Shareholder Group in Favor of the Buyer Group 37 (b) By the Shareholders in Favor of the Buyer Group 38 (c) By Parent, Buyer and Acquisition Sub in Favor of the Shareholders.................................. 38 8.2. Limitations on Indemnification 39 (a) Indemnity Baskets for the Shareholder Group 39 (b) Indemnity Limitations for the Shareholder Group 39 (c) Indemnity Baskets for the Buyer Group 39 8.3. Assertion of Claims; Payment of Claims; Forfeiture of Preferred Stock............................................... 40 8.4. Notice and Defense of Third Party Claims 41 8.5. Survival of Representations and Warranties 42 8.6. No Third Party Reliance 43 8.7. Remedies Exclusive 43 SECTION 9. ADDITIONAL AGREEMENTS 43 9.1. Expenses 43 9.2. Disclosure of Information; Noncompetition 44 9.3. Use of Name 44 9.4. Relationships with Vendors and Customers 45 9.5. Termination of Affiliate Transactions 45 SECTION 10. [INTENTIONALLY OMITTED] 45 SECTION 11. MISCELLANEOUS PROVISIONS 45 11.1. Amendment 45 11.2. Extension; Waiver 45 11.3. Entire Agreement 46 11.4. Severability 46 11.5. No Third Party Beneficiaries; Successors and Assigns 46 11.6. Headings 46 11.7. Notices 46 11.8. Counterparts 48 11.9. Governing Law 48 11.10. Incorporation of Exhibits and Schedules 48 11.11. Construction 48 11.12. Remedies 48 11.13. Waiver of Jury Trial 48 11.14. Independence of Covenants and Representations and Warranties 48 11.15. Parent Guaranty 49 SCHEDULES AND EXHIBITS Schedule I - Shareholders and Capitalization of the Company Schedule II - Capitalization of Parent Schedule III - Exhibits to SEC Documents Annex I - Definitions Exhibit A - Certificate of Merger Exhibit B - Restated Certificate of Incorporation Exhibit C - Shareholder Materials Exhibit D - Encore Supply Agreement Exhibit E - WJR Employment and Noncompete Agreement Exhibit F - DCR Employment and Noncompete Agreement Exhibit G - Amended License Agreement Exhibit H - Opinion of Counsel to the Company, the Subsidiaries and the Designated Shareholders Exhibit I - Form of Invention Assignment Agreement Exhibit J - Form of Joinder Agreement Exhibit K - Certificate of Designation Exhibit L - Form of Warrant Exhibit M - Opinion of Counsel to Parent, Buyer and Acquisition Sub Exhibit N - Stock Forfeiture Agreement AGREEMENT AND PLAN OF REORGANIZATION dated as of August 29, 1997, among BPC HOLDING CORPORATION, a Delaware corporation ("Parent"), BERRY PLASTICS CORPORATION, a Delaware corporation and wholly-owned subsidia...
Indemnification Generally; Etc. 49 8.2 Assertion of Claims............................................... 52 8.3 Notice and Defense of Third-party Claims.......................... 52 8.4 Survival of Representations and Warranties........................ 53
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):
Indemnification Generally; Etc. (a) The Seller Indemnifying Persons, jointly and severally, shall indemnify the Purchaser Indemnified Persons for, and hold each of them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following:
Indemnification Generally; Etc. (a) By the Members Severally (and not jointly)
Indemnification Generally; Etc. 34 (a) In Favor of the Buyer Group..................................... 34 (b) In Favor of the Company......................................... 34 9.2.
Indemnification Generally; Etc. 47 8.2 Assertion of Claims........................................... 48 8.3 Notice and Defense of Third Party Claims...................... 49 8.4
Indemnification Generally; Etc. 57 12.3 LIMITATIONS ON INDEMNIFICATION........................................................58 12.4 LIMITATIONS ON INDEMNIFICATION........................................................59 12.5 NOTICE AND DEFENSE OF THIRD PARTY CLAIMS..............................................59
