Common use of Obligation of the Seller to Indemnify Clause in Contracts

Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 8.5 hereof, the Seller hereby agrees to indemnify the Purchaser and its officers, directors, employees, agents and its affiliates (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability for, payments of all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature, net of any tax benefit actually realized by the Indemnified Party (it being understood that any such benefit shall be paid in the first instance by Indemnifying Parties and refunded by the Indemnified Party upon the realization of the benefit) to the extent not covered by insurance the benefits of which will inure to the applicable Indemnified Parties (as defined below) (collectively, "Losses"), that may be imposed on or incurred by any Purchaser Indemnified Party or the Company (collectively, the "Group") as a consequence of or in connection with (i) any inaccuracy or breach of any representation or warranty contained in Article III hereof or (ii) any breach of or failure by the Seller to comply with or perform any agreement or covenant contained in this Agreement or (iii) any Losses relating to the Tridion Assets and Liabilities. The term "Losses" as used herein is not limited to matters asserted by third parties against the Group but includes Losses incurred or sustained by the Group in the absence of third party claims.

Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 8.5 hereof8.5, the Seller hereby agrees to indemnify the Purchaser Purchaser, its Affiliates and its and their respective members, stockholders, managers, officers, directors, employees, agents and its affiliates representatives and the successors and permitted assignees of the Purchaser and their Affiliates (individually individually, a "“Purchaser Indemnified Party" ” and collectively, the "“Purchaser Indemnified Parties"”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, payments of any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature, net of any tax benefit actually realized by the Indemnified Party (it being understood that any such benefit shall be paid in the first instance by Indemnifying Parties and refunded by the Indemnified Party upon the realization of the benefit) to the extent not covered by insurance the benefits of which will inure to the applicable Indemnified Parties (as defined below) (collectively, "Losses"), Losses that may be imposed on or incurred by any Purchaser Indemnified Party or the Company (collectively, the "Group") as a consequence of, in connection with, incident to, resulting from or arising out of or in connection with any way related to, directly or indirectly, or by virtue of: (ia) any misrepresentation, inaccuracy or breach of any representation or warranty contained in Article III hereof or in any certificate delivered by the Company or the Seller at the Closing; (iib) any breach of or failure by the Seller to comply with with, perform or perform discharge any obligation, agreement or covenant by the Seller contained in this Agreement or Agreement; (iiic) any Losses relating Taxes due and owing by the Company with respect to any period ending on or prior to the Tridion Assets and Liabilities. The term "Losses" as used herein is Closing Date and/or any Taxes that are ultimately determined to have arisen on account of the operations, assets or actions of the Company prior to the Closing Date (including any actions contemplated by this Agreement), except to the extent taken into account in the calculation of Closing Date Working Capital; (d) any litigation or claim disclosed on Schedule 3.10 to this Agreement; (e) any items of Assumed Indebtedness or Company Transaction Expenses that are not limited reflected in the calculation of the Purchase Price (including the determination of Closing Date Working Capital pursuant to matters asserted by third parties against the Group but includes Losses procedures set forth in Section 2.2); (f) the PPP Loan, including, without limitation, the failure of the entire PPP Loan to be forgiven, any Taxes incurred or sustained by the Group Company or its Affiliates as a result of or in connection with the absence forgiveness of third party claimsthe PPP Loan, any determination by the PPP Lender or SBA that the Company was not an eligible recipient of a loan under the CARES Act and the PPP Act, any costs or fees, including the fees of outside legal or financial advisors, incurred in connection with the forgiveness of the PPP Loan, any untrue certification in connection with the loan application or forgiveness process, the misuse of the funds distributed to the Company in respect of the PPP Loan, any claim or liabilities under the False Claims Act (FCA), 31 U.S.C. §§ 3729 – 3733 with respect to the PPP Act or the loan application or forgiveness process, and/or any other obligation under the CARES Act or the PPP Act; and (g) any matter excluded from coverage under the R&W Policy pursuant to Sections IV(D), (L), (M) and (N) of the R&W Policy.

Obligation of the Seller to Indemnify. Subject to the limitations contained set forth in Section 8.5 hereof10.6.1 below, the Seller hereby agrees to indemnify the Purchaser and its Affiliates, and their respective shareholders, officers, directors, employees, agents agents, representatives and its affiliates successors, permitted assignees of the Purchaser (individually individually, a "“Purchaser Indemnified Party" ” and collectively, the "“Purchaser Indemnified Parties"”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, payments of any and all liabilities (including liabilities for Taxes)liabilities, obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys'’, accountants' ’ and expert witnesses' ’ fees) of whatever kind and nature, net of any tax benefit actually realized by the Indemnified Party (it being understood that any such benefit shall be paid in the first instance by Indemnifying Parties and refunded by the Indemnified Party upon the realization of the benefit) to the extent not covered by insurance the benefits of which will inure to the applicable Indemnified Parties (as defined below) nature (collectively, "“Losses"), ”) that may be are imposed on or incurred by any Purchaser Indemnified Party or the Company (collectively, the "Group") as a consequence of or of, in connection with with, incident to, resulting from or arising out of: (ia) any misrepresentation, inaccuracy or breach of any warranty or representation or warranty of the Seller contained in Article III hereof (including the corresponding Sections of the Seller Disclosure Letter) or in any other Transaction Document, including, without limitation, the Seller Officer Certificates; provided that for purposes of determining any inaccuracy in or breach of a representation or warranty for purposes of indemnification under this Section 10.2(a), the representations and warranties set forth in Sections 3.3.1(b), 3.6, 3.7.1, 3.10 and 3.13.1 hereof shall be construed as if they were not qualified by the terms “material” or “materiality”; (iib) any breach of or failure by the Seller to comply with with, perform or perform discharge any obligation, agreement or covenant contained of the Seller in this Agreement Agreement; (c) any liability or obligation or any assertion against any Purchaser Indemnified Party based on, or arising out of or relating to, directly or indirectly, any Excluded Asset, any Retained Liability or other liability arising out of the conduct of the Commercial Services Business prior to the Closing; (d) any litigation or claim disclosed on Section 3.8 of the Seller Disclosure Letter to this Agreement; and (e) any liability or obligation arising out of or relating to (x) the classification of any individual performing services for the Seller prior to the Closing as an independent contractor, freelancer, consultant or in any other capacity other than as an employee, or (iiiy) the misclassification of an employee of the Seller as an “exempt” employee under the federal Fair Labor Standards Act and/or any Losses other applicable federal, state or local law or regulation relating to wages or hours; provided, however, that the Tridion Assets and Liabilities. The term "Losses" as used herein is Seller shall not limited to matters asserted by third parties against the Group but includes Losses incurred or sustained be liable for any misclassification by the Group in Purchaser of an Affected Employee following the absence of third party claimsClosing.

Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 8.5 hereof, the The Seller hereby agrees agrees, to indemnify the Purchaser and its affiliates, shareholders, officers, directors, employees, agents agents, representatives and its successors, permitted assignees of the Purchaser and their affiliates (individually a "Purchaser Indemnified PURCHASER INDEMNIFIED Party" and collectively, the "Purchaser Indemnified PartiesPURCHASER INDEMNIFIED PARTIES") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, payments of all liabilities (including liabilities for Taxes), any obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature, net of any tax benefit actually realized by the Indemnified Party (it being understood that any such benefit shall be paid in the first instance by Indemnifying Parties and refunded by the Indemnified Party upon the realization of the benefit) to the extent not covered by insurance the benefits of which will inure to the applicable Indemnified Parties (as defined below) nature (collectively, "LossesLOSSES"), that may be imposed on or incurred by any the Purchaser Indemnified Party or the Company (collectively, the "Group") as a consequence of, in connection with, incident to, resulting from or arising out of or in connection with any way related to or by virtue of: (ia) any misrepresentation, inaccuracy or breach of any warranty or representation contained herein or warranty contained in Article III hereof or any certificate delivered by the Seller at the Closing; (iib) any breach of or failure by the Seller to comply with with, perform or perform discharge any obligation, agreement or covenant by the Seller contained in this Agreement Agreement; or (iiic) any Losses relating IG2 Liability not included on SCHEDULE 1.2.2 herein, except those IG2 Liabilities not included on SCHEDULE 1.2.2 which were incurred prior to the Tridion Assets and LiabilitiesClosing Date by Kimbxxxx Xxxxxxx (xx incurred by IG2 with her knowledge) on behalf of IG2 (the "PEACOCK LIABILITIES"). The term "Losses" as used herein in this Agreement is not limited to matters asserted by third parties against the Group a Purchaser Indemnified Party, but includes Losses incurred or sustained by the Group a Purchaser Indemnified Party in the absence of third party claims.

Obligation of the Seller to Indemnify. Subject to the limitations contained in Article 7 and Section 8.5 hereof8.4, the Seller hereby agrees to indemnify indemnify, defend and hold harmless the Purchaser Buyer (and its directors, officers, directors, employees, agents Affiliates, successors and its affiliates (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties"assigns) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability for, payments of all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature, net of any tax benefit actually realized by the Indemnified Party (it being understood that any such benefit shall be paid in the first instance by Indemnifying Parties and refunded by the Indemnified Party upon the realization of the benefit) to the extent not covered by insurance the benefits of which will inure to the applicable Indemnified Parties (as defined below) (collectively, "Losses"), that may be imposed on or incurred by any Purchaser Indemnified Party or the Company (collectively, the "GroupSELLER INDEMNIFIED PARTIES") as a consequence from and against all Claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (including interest, penalties and reasonable fees and disbursements of external counsel, experts, and consultants incurred by the indemnified party in any action or proceeding between the indemnified party and any third party, or otherwise) ("LOSSES") based upon, arising out of or otherwise in connection with respect of (i) any inaccuracy in or any breach of any representation or warranty contained of the Seller set forth in Article III hereof this Agreement (it being agreed that any representation or warranty of the Seller that is subject to materiality or Material Adverse Effect (other than with respect to Section 4.5) shall be deemed not to be so qualified for purposes of establishing an inaccuracy or breach of such representation or warranty pursuant to this Section 8.1(i) and any claim for indemnification as a result of such inaccuracy or breach), (ii) any breach of any covenant or failure by agreement of the Seller to comply with or perform any agreement or covenant contained set forth in this Agreement or Agreement; (iii) all Taxes of the Company and its Subsidiaries with respect to any Losses relating taxable year of the Company and its Subsidiaries ending on or before the Closing Date in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; (iv) the TENA-Xxxco Agreement in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; (v) the TEMINAH-Thorn Americas Agreement in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; and (vi) the assets and liabilities of the New Zealand Operations and the disposal thereof by the Company prior to the Tridion Assets and Liabilities. The term "Losses" Closing as used herein is not limited to matters asserted contemplated by third parties against Section 6.1, including, without limitation, Taxes resulting from such disposal in excess of the Group but includes Losses incurred or sustained by aggregate amounts provided therefor on the Group in the absence of third party claimsAudited Closing Balance Sheet.