Indemnification Generally; Etc. From and after the Closing Date:
Indemnification Generally; Etc. 36 (a) By the Shareholder Group in Favor of the Buyer Group 36 (b) By Each Shareholder in Favor of the Buyer Group 38 (c) By Parent and Acquisition Sub in Favor of the Company and the Shareholders.................................. 38 9.2. Limitations on Indemnification 38 (a) Indemnity Baskets for the Shareholders 38 (b) Indemnity Limitations for the Shareholders 39 (c) Indemnity Baskets for the Buyer Group 39 (d) Indemnity Limitations for the Buyer Group 39 9.3. Assertion of Claims 39 9.4. Notice and Defense of Third Party Claims 40 9.5. Survival of Representations and Warranties 41 9.6. No Third Party Reliance 41 9.7. Remedies Exclusive 41 SECTION 10. ADDITIONAL AGREEMENTS 41 10.1. Expenses 41 10.2. Disclosure of Information; Noncompetition 42 10.3. Use of Name 43 10.4. Relationships with Vendors and Customers 43 10.5. Termination of Affiliate Transactions 43 10.6. Amendment and Termination of ESOP 44 10.7. 401(k) Plan Participation 44 10.8. Accrual of Closing Bonus Payments 44 10.9. ESOP Loan Interest Payments 44 10.10. Dissolution of Pakka Plastics S.A. de C.V. 44 10.11. Disclosure Covenant of the Company and the Indemnifying Shareholders.................................. 45 10.12. Transfer of Life Insurance Policy 45 SECTION 11. TERMINATION; EFFECT OF TERMINATION 46 11.1. Termination 46 11.2. Effect of Xxxxxxxxxxx 00 XXXXXXX 00. MISCELLANEOUS PROVISIONS 47 12.1. Amendment 47 12.2. Extension; Waiver 47 12.3. Entire Agreement 47 12.4. Severability 47 12.5. No Third-Party Beneficiaries; Successors and Assigns 48 12.6. Headings 48 12.7. Notices 48 12.8. Counterparts 50 12.9. Governing Law 50 12.10. Jurisdiction; Venue 50 12.11. Incorporation of Exhibits and Schedules 50 12.12. Construction 50 12.13. Remedies 50 12.14. Waiver of Jury Trial 50 SCHEDULES AND EXHIBITS Annex I - Definitions Schedule I - Shareholders; Capitalization Schedule II - Assets To Be Transferred Exhibit A - Form of Certificate of Merger Exhibit B - Form of Amended and Restated Articles of Incorporation of the Company Exhibit C - Form of Employment Agreement Exhibit D - Form of Noncompetition and Consulting Agreement AGREEMENT AND PLAN OF REORGANIZATION dated as of January 14, 1997, among XXXXX PLASTICS CORPORATION, a Delaware corporation ("Parent"), PACKERWARE ACQUISITION CORPORATION, a Kansas corporation and wholly- owned subsidiary of Parent ("Acquisition Sub"), PACKERWARE CORPORATION, a Kansas corporation (the "Company"), and THE SHAREHOLDERS OF THE COMPANY NAMED ON SCHEDULE I attac...
Indemnification Generally; Etc. 41 9.2. Assertion of Claims................................................................................. 42 9.3. Notice and Defense of Third Party Claims............................................................ 43 9.4. Survival of Representations and Warranties.......................................................... 44 9.5.
Indemnification Generally; Etc. (a) Subject to the further provisions of this ARTICLE IX, each of the ---------- Sellers shall severally, and not jointly, 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) Subject to the further terms of this ARTICLE 7, the Sellers agree, jointly and severally, 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. (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. 57 12.3 LIMITATIONS ON INDEMNIFICATION........................................................58 12.4 LIMITATIONS ON INDEMNIFICATION........................................................59 12.5 NOTICE AND DEFENSE OF THIRD PARTY CLAIMS..............................................59
Indemnification Generally; Etc. 12.2.1 ICSL shall indemnify the CNS Indemnified Persons for, and hold each of them harmless from and against, any and all CNS Losses arising from or in connection with any Event of CNS Indemnification, up to that amount constituting the -57- Escrow Fund (which shall initially be the Escrowed Shares), which indemnification pursuant to this Section 12.2.1 shall be effected solely in accordance with the terms and provisions of the Escrow Agreement and shall be subject to the qualifications and limitations set forth therein. In connection therewith, ICSL shall have no liability to the CNS Indemnified Persons in respect of CNS Losses arising from or in connection with any Event of CNS Indemnification over and above the amounts from time to time representing the Escrow Fund and the CNS Indemnified Persons, and each of them, shall look for indemnification in respect of any such claim under this Section 12.2.1 solely to the Escrow Fund in accordance with the terms and provisions of the Escrow Agreement; PROVIDED, HOWEVER, that ICSL may, it its sole discretion, elect to substitute United States Dollars in lieu of shares of New Common Stock for the payment of any indemnification obligation arising hereunder, and the Escrow Agent shall, upon such payment in United States Dollars to the CNS Indemnified Persons, deliver to ICSL from the Escrowed Shares, such number of shares of New Common Stock as otherwise would have been deliverable to the CNS Indemnified Person entitled to such indemnification.
Indemnification Generally; Etc. 46 10.2 Assertion of Claims Tax Claims......................................48 10.3 Notice and Defense of Third Party Claims............................49 10.4
