Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. Purchaser hereby agrees to indemnify Seller and its affiliates and principals, and the managers, members, stockholders, directors, officers, agents and employees of each of them (the “Seller Indemnified Parties”) for claims brought against the Seller Indemnified Parties only to the extent that they are found to result from the sole negligence of Purchaser, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents of the Purchaser. This indemnification shall not be construed as a waiver of Purchaser’s sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewith.

Purchaser’s Indemnity. 16.1 Purchaser hereby agrees to shall indemnify and hold harmless each Seller and its affiliates and principals, and the managers, members, stockholders, directors, officers, agents and employees of each of them Sellers' Affiliates and any of their respective successors and any of the current or former members of the management board of the Company (herein each a "Sellers' Beneficiary") from and against any and all losses, liabilities (whether present or future, actual or contingent), damages and reasonable costs and expenses (including Taxes, reasonable legal fees, expenses and disbursements) (herein collectively "Seller's Indemnification Claims" and each a "Seller's Indemnification Claim") arising out of or in connection with claims of the “Company: 16.1.1 resulting from an alleged infringement of applicable capital maintenance rules; or 16.1.2 resulting from the breach of the duties of a member of the management board, whereas such indemnification shall not apply if such liability is based on wilful deceit (arglistige Täuschung), fraud (Betrug) or intentional behaviour (Vorsatz) by a Seller Indemnified Parties”) for claims brought against or the Seller Indemnified Parties only relevant Sellers' Beneficiary, in each case unless and except to the extent Purchaser has an enforceable right to claim damages or indemnification from a Seller in respect of such losses, liabilities or damages under the terms of this Agreement. Each Seller's Indemnification Claim is capped at such amount that they are found to result the Company has asserted against such Sellers' Beneficiary and has actually received from the sole negligence of Purchaser, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents of the Purchaser. This indemnification shall not be construed as a waiver of Purchaser’s sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager and denial Sellers' Beneficiary upon assertion of the claim are conditions precedent forming the basis for the respective Seller's Indemnification Claim. Purchaser’s obligations under this Section 16 shall terminate at the earlier of (i) the expiry of the limitation period of the claim forming the basis for the respective Seller's Indemnification Claim, (ii) the Purchaser ceases to maintaining be a shareholder of the Company, provided the Purchaser has transferred its obligation under DM_DE 16571412-54.121932.0011 this Section 16 validly to the acquiror of the Company Stocks or (iii) the Company becomes insolvent in the meaning of the Austrian IO. 16.2 A Seller’s Indemnification Claim shall be time-barred (verjährt) [***] after a Seller or Sellers’ Beneficiary has been notified in writing of the respective claim or liability giving rise to a Sellers’ Indemnification Claim, stating the amount of liability and the underlying facts (in reasonably sufficient detail). The expiry of the limitation period is interrupted by filing an action but shall not be deemed to be elements with the competent court/arbitration tribunal or by an agreement by the Seller or Sellers' Beneficiary entitled under the Sellers’ Indemnification Claim and the Purchaser. 16.3 For avoidance of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraphdoubt, the value of Parties have explicitly agreed that nothing in this indemnification is limited Section 16 shall limit the Company’s rights to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for collect any claim or judgment or portions thereof. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewithunder directors & officers insurance policies.

Purchaser’s Indemnity. (a) Purchaser hereby indemnifies and holds Seller harmless from and against, and agrees to defend promptly Seller from and reimburse Seller for, any and all Losses that Seller may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Purchaser in or pursuant to this Agreement; (ii) any failure by Purchaser to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by Purchaser pursuant to this Agreement; and (iii) claims by third parties against Seller relating to the operation and ownership of the Assets by Purchaser, or its successors or assigns, the nonpayment by Purchaser of the Assumed Liabilities, and the conduct of the Business, from and after the Closing Date until two (2) years from the Closing Date, and not otherwise (hereinafter referred to collectively as "Seller Claims"). (b) If a claim against Seller arises that is covered by the indemnity provisions of Section 8.2(a) of this Agreement, notice shall be given promptly by Seller to Purchaser. Provided that Purchaser admits in writing to Seller that such claim is covered by the indemnity provisions of Section 8.2(a) hereof, Purchaser shall have the right to contest and defend by all appropriate legal proceedings such claim and to control all settlements (unless Seller agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such claims at the sole cost and expense of Purchaser; provided, however, that Purchaser may not effect any settlement that could result in any cost, expense or liability to Seller unless Seller consents in writing to such settlement and Purchaser agrees to indemnify Seller therefor. Seller may select counsel to participate in any defense, in which event Seller's counsel shall be at its own sole cost and its affiliates expense. In connection with any such claim, action or proceeding, the parties shall cooperate with each other and principalsprovide each other with access to relevant books and records in their possession. (c) The Purchaser's obligation under Section 8.2 of this Agreement to indemnify Seller shall in no event exceed $3,500,000, and the managers, members, stockholders, directors, officers, agents Purchaser shall not be required to indemnify Seller under Section 8.2 hereof unless and employees of each of them (the “Seller Indemnified Parties”) for claims brought against the Seller Indemnified Parties only to the extent that they are found to result from the sole negligence of Purchaser, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents aggregate amount of the Purchaser. This indemnification shall not be construed as a waiver of Purchaser’s sovereign immunity, and shall be interpreted as limited to only such traditional liabilities Losses for which Purchaser could be liable under the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited sought by Seller with respect thereto shall exceed S 100,000, at which point the Purchaser shall indemnify Seller for all additional Losses with respect thereto, up to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewith3,500,000.

Purchaser’s Indemnity. Purchaser hereby agrees shall indemnify, defend (using counsel selected by Purchaser and reasonably acceptable to indemnify Seller) and hold harmless Seller and its affiliates and principalsagents, and the managers, members, stockholdersemployees, directors, officers, agents successors and employees assigns from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including, without limitation, liabilities for all reasonable attorneys', accountants', and experts' fees and expenses including those incurred to enforce Purchaser's obligations under this Section 9.4 ("Covered Liabilities") asserted or incurred or suffered by Seller arising out of or relating to the release or discharge first occurring on after the Closing hereunder of any hazardous or toxic substances, materials or wastes in, on, under or from any portion of the Property or the Improvements located thereon (except in each of them case from (the “i) hazardous or toxic substances, materials or wastes released or discharged by Seller Indemnified Parties”) for claims brought against the Seller Indemnified Parties only (except to the extent that they are found to result from the sole negligence exacerbated by Purchaser or its agents, employees, contractors, lessees, sublessees or other representatives of Purchaser, its governing body), or its employees. This indemnification (ii) an off-site source); provided, however, that any leaking, leaching, migration or similar movement of hazardous or toxic substances, materials or wastes which existed in soil or groundwater prior to Closing hereunder shall not be construed considered a release or discharge by Purchaser except to be an indemnification for the acts, extent movement is exacerbated by the negligent acts or omissions or willful misconduct of third parties, independent contractors Purchaser or third party agents of anyone other than Raytheon Company and Seller post-Closing on the Purchaser. This indemnification Property (and provided further than construction or other development activities on the Property that are performed in accordance with due care shall not be construed considered "exacerbation" of any pre-existing condition). Anything herein to the contrary notwithstanding, if Purchaser shall be obligated to indemnify Seller as a waiver provided under this Section 9.4, then Purchaser may, at its election, control the defense of Purchaser’s sovereign immunityany claims against Seller that are indemnified hereunder (provided Seller shall have the right to reasonably approve the counsel defending Seller under this indemnification obligation), and, if required, Purchaser also shall control the remediation in connection with any such Covered Liabilities. Purchaser shall also indemnify and hold harmless Raytheon Company and Seller against all claims and liabilities caused by any refusal by Purchaser or successor owners of the Property to allow remediation by Raytheon Company or Seller of contamination existing on, in or under the Property or any unreasonable interference with the conduct, management or control of remediation by Raytheon Company or Seller. The obligations of Purchaser under this Section 9.4 shall run solely to the benefit of Seller (and its successors or assigns) and shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under survive the common law interpreting close of escrow hereunder. The preceding notwithstanding, it is the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager and denial intent of the claim are conditions precedent to maintaining an action but parties hereto that Purchaser shall not be deemed responsible or liable for any contamination or for the existence of any hazardous or toxic substance which were first released, discharged or disposed on, in or under the Property prior to be elements the close of escrow hereunder (unless Purchaser has exacerbated such contamination or hazardous or toxic materials as a result of Purchaser's negligent acts or omissions or willful misconduct, provided that construction or other development activities on the cause of action and Property that are performed in accordance with due care shall not affect the date on which the cause be considered "exacerbation" of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewithpre-existing condition).

Purchaser’s Indemnity. ‌ (a) With respect to any breach of the Purchaser’s Warranties or obligations hereunder, the relevant Purchaser hereby agrees Indemnified Party shall provide a written notice to indemnify Seller and its affiliates and principals, the Purchaser (“Warrantors’ Notice of Breach”) and the managersPurchaser shall have the right, memberswithin a reasonable period of time not exceeding thirty (30) Business Days after the receipt of the Warrantors’ Notice of Breach and at its own expense, stockholders, directors, officers, agents to take corrective measures and employees of each of them put the relevant Purchaser Indemnified Party in the same position in which it would have been if the relevant Purchaser’s Warranties had been complied with. (the “Seller b) The relevant Purchaser Indemnified Parties”) for claims brought against the Seller Indemnified Parties only to the extent that they are found to result from the sole negligence of Purchaser, its governing body, or its employees. This indemnification Party shall not be construed entitled to be paid any sum in respect of a Claim unless (i) it is a Qualifying Claim, and (ii) the liability of the Purchaser to the relevant Purchaser Indemnified Party in respect of all Qualifying Claims in the aggregate, is at least of an indemnification for amount equal to the actsThreshold. In case the Threshold is achieved, or omissions the relevant Purchaser Indemnified Party shall be entitled to recover an amount equal to the entire amount of third partiesall Qualifying Claims, independent contractors or third party agents and not merely the portion of such claims exceeding HK$10,000,000. It being understood‌ (c) Notwithstanding anything in this Agreement to the contrary and in each case absent any willful misconduct, intentional misrepresentation, gross negligence and/or fraud on the part of any of the Purchaser. This indemnification , the total liability of the Purchaser under this Agreement shall not exceed 10% of the Consideration. TERMINATION‌ 8.1 Prior to Completion, this Agreement may be construed as a waiver of Purchaser’s sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under terminated by the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim concerned Party by notice in writing to the other Parties under the following circumstances: (a) if a Party (“Breaching Party”) materially breaches any of its obligations, commitments, representations, warranties, covenants or undertakings given under this Agreement and such breach is not cured within thirty (30) Business Days of written notice to the Breaching Party by the other Party (“Non-breaching Party”) (“Breach”), the Non-breaching Party shall be entitled to terminate this Agreement;‌ (b) if (i) any of the Sale Conditions set out in section 1 of Schedule 2 to this Agreement has not been satisfied or waived by the Purchaser in accordance with Clause 3.2(a) or (ii) any of the Sale Conditions set out in section 2 of Schedule 2 to this Agreement has not been satisfied or waived by the Seller in accordance with Clause 3.2(b), in each case, on or before the Long Stop Date, the Purchaser (in the case of this Clause 8.1(b)(i)) or the Seller (in the case of this Clause 8.1(b)(ii)) may within thirty (30) Business Days from the Long Stop Date terminate this Agreement by delivering written notice thereof to the other Party unless such Party has failed to use its all reasonable efforts to procure the satisfaction of the relevant Sale Conditions applicable to it;‌ (c) if there are material differences identified by the Purchaser between the state of affairs and/or the business or financial conditions of the Group and the information relating to the Group disclosed by the Seller or on its behalf to the Purchaser, at any time prior to Completion, the Purchaser shall engage in good faith discussions with the Seller for an amicable resolution, failing which the Purchaser shall be entitled to terminate this Agreement;‌ (d) if there is any material information relating to the Group which has not been disclosed to the Purchaser, as of the date of this Agreement, the Purchaser shall engage in good faith discussions with the Seller for an amicable resolution, failing which the Purchaser shall be entitled to terminate this Agreement;‌ (e) if any Material Adverse Effect in relation to the Group occurs after the date of this Agreement, the Purchaser shall be entitled to terminate this Agreement; or‌ (f) upon mutual written consent of the Parties, this Agreement may be terminated by the Parties.‌ 8.2 For the purpose of clarity: (a) if the Purchaser terminates this Agreement pursuant to Clause 8.1(a) or Clause 8.1(b) above due to the Seller’s Breach of this Agreement, the Seller shall pay an amount equal to 200% of the Deposit to the Purchaser by way of telegraphic transfer for value on the same day of immediately available funds to a bank account designated by the Purchaser in writing; and (b) if the Seller terminates this Agreement pursuant to Clause 8.1(a) or Clause 8.1(b) above due to the Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes Breach of this paragraphAgreement, the requirements of notice to Purchaser’s risk manager and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification Seller shall be construed entitled to limit recovery by forfeit the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewithDeposit.