Indemnification Provisions for Benefit of the Purchaser. In the event the Seller breaches any of its representations, warranties, and/or covenants contained herein or in the event any type of liability is or was created with regard to the Shares arising prior to Closing and provided that the Purchaser make a written claim for indemnification against the Seller, then the Seller agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Purchaser. In the event the Company breaches any of its representations, warranties, and/or covenants contained herein and provided that the Purchaser makes a written claim for indemnification against the Company, then the Company agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Purchaser. This Section 8.2 and the other provisions of this Article VIII shall not apply to (i) any Products Liability Claim, which shall be governed exclusively by the provisions of Article IX of this Agreement, (ii) any breach of any representation or warranty of the Seller contained in Section 3.24 of this Agreement to the extent that such breach relates to the applicability of, or availability of coverage under, a Company Insurance Policy to a Products Liability Claim (a "Specified 3.24 Matter"), which shall be governed exclusively by the provisions of Article IX of this Agreement, (iii) any breach of any representation or warranty of the Seller contained in Section 3.34 of this Agreement, which shall be governed exclusively by the provisions of Article IX of this Agreement, or (iv) any Tax Claim, which shall be governed exclusively by the provisions of Article X of this Agreement. Subject to the limitations set forth in Section 8.1 above and except as provided in the preceding sentence, the Seller agrees to indemnify the Purchaser and its successors, permitted assigns, directors, officers, employees and Affiliates (including, from and after the Closing Date, the Company and the other members of the Minerals Group) (the "Purchaser Indemnitees") from and against all liabilities, losses, expenses, and fees, including court costs, reasonable attorneys' fees, judgments and settlements (collectively, "Losses;" any Loss expressed in a foreign currency shall be paid in the local currency or converted into United States dollars on the payment date), arising out of or resulting from (a) any breach of any representation or warranty of the Seller (other than breach of a Specified 3.24 Matter or breach of Section 3.34) contained in this Agreement, (b) the breach or nonperformance of any covenant or agreement of the Seller contained in this Agreement (except an agreement which is governed by Article IX or by Article X of this Agreement and except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement), (c) any Losses attributable to any Employee Benefit Plan established, maintained or contributed to by Seller and its ERISA Affiliates but excluding any Employee Benefit Plan established, maintained or contributed to by any member of the Minerals Group, and (d) the Special Indemnity. Notwithstanding the foregoing, for purposes of the indemnification provided under...
Indemnification Provisions for Benefit of the Purchaser. In the event the Company breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 6.1, provided that the Purchaser makes a written claim for indemnification against the Company within the applicable survival period stated in Section 6.1, then the Company agrees to indemnify, defend and hold harmless the Purchaser and its directors, officers, and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act, from and against the entirety of any Adverse Consequences (as defined in Section 6.5) the Purchaser or any such persons may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Purchaser or any such persons may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Purchaser. In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached), in a manner which has a material adverse effect on the Purchaser, any of such Seller's representations, warranties, and covenants contained herein and, provided that the Purchaser makes a written claim for indemnification against the Seller pursuant to Section 9(c)(i) below, then the Sellers and the Group, jointly and severally, agree to indemnify the Purchaser from and against the entirety of any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Purchaser may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). or otherwise.
Indemnification Provisions for Benefit of the Purchaser. In the event COCP breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Purchaser makes a written claim for indemnification against COCP, then COCP agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Purchaser. (i) Subject to Section 8.2(ii), in the event the Seller breaches any of its warranties contained herein, provided that the Purchaser makes a written claim for indemnification against the Seller pursuant to Section 10.7 below within the period set forth in Section 8.1, then the Seller agrees to indemnify the Purchaser from and against any Adverse Consequences the Purchaser may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Purchaser may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Purchaser. Seller hereby covenants and agrees that the Seller and Company shall indemnify Purchaser, and each of their successors and assigns (individually, a “Purchaser Indemnified Party”), and hold it harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith, court costs and reasonable fees and disbursements of counsel and any losses (“Losses”) that may result from the granting of injunctive relief) incurred by any of them (i) based upon, arising out of or otherwise in respect of any inaccuracy in or the breach of any representation, warranty, covenant or agreement of Seller and the Company made in this Agreement or (ii) based upon any Liability arising out of the operations of the Company prior to the Closing.
Indemnification Provisions for Benefit of the Purchaser. In the event VRME breaches any of its representations, warranties, and/or covenants contained herein, and provided that the Purchaser makes a written claim for indemnification against VRME, then VRME agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Purchaser. In the event VAPO breaches any of its representations, warranties, and/or covenants contained herein and provided that the Purchaser make a written claim for indemnification against VAPO, then VAPO agrees to indemnify the Purchaser from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
