Common use of Agreements to Indemnify Clause in Contracts

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIII, Seller shall indemnify, defend and hold harmless Purchaser and each of the Companies (collectively, the “Purchaser Group”) from and against any and all losses, liabilities, expenses (including reasonable attorneys’ fees), claims and damages (collectively, “Damages”) asserted against, resulting to, imposed upon or suffered by the Purchaser Group, or any one of them, arising out of or related to the following (collectively, “Seller Claims”): (i) any breach of any representation or warranty of Seller contained in or made pursuant to this Agreement; (ii) any breach of any covenant or agreement of Seller contained in or made pursuant to this Agreement; (iii) any accrued liabilities to Continuing Employees under H▇▇▇▇ Lemmerz International’s or its Affiliates’ frozen defined benefit Retirement Income Plan and retiree medical benefit plans; (iv) any stock options and other awards granted by H▇▇▇▇ Lemmerz International or its Affiliates; (v) any accrued benefits accrued under the H▇▇▇▇ Lemmerz International’s or its Affiliates’ Executive Retirement Plan; (vi) claims under H▇▇▇▇ Lemmerz International’s or its Affiliates’ self-insured welfare and fringe benefit plans; (vii) payments under the retention agreements between H▇▇▇▇ Lemmerz International or its Affiliates, on the one hand, and any of the Continuing Employees, on the other hand; (viii) payments under any of H▇▇▇▇ Lemmerz International’s or its Affiliates’ long or short term-bonus or incentive plans; or (ix) any products liability or warranty claims for products manufactured by the Companies prior to the Closing Date. (b) Subject to the terms and conditions of this Article VIII, Purchaser and each of the Companies, jointly and severally, shall indemnify, defend and hold harmless Seller from and against any and all Damages asserted against, resulting to, imposed upon or suffered by Seller arising out of or related to the following (collectively, “Purchaser Claims”): (i) any breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement; (ii) any breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement; or (iii) any products liability or warranty claims for products manufactured by the Companies on or after the Closing Date. (iv) any liability or obligation arising out of, or relating to, the conduct of the Business, the operation of the Plants or any acts or omissions of the officers, directors, employees or agents of any of the Companies that occurs or accrues on or after the Closing Date, in each case, other than those expressly indemnified against by Seller pursuant to Section 8.1(a).

Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIII10, Seller shall Shareholder covenants and agrees to indemnify, defend and hold harmless Purchaser and each its Affiliates (including any officer, director, shareholder, partner, member, employee, agent or representative of the Companies any thereof) (collectively, the a “Purchaser GroupAffiliate”) from and against any and all assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties and reasonable fees and expenses (including reasonable attorneys’ fees), claims and damages of legal counsel (collectively, “Damages”) asserted against, resulting to, imposed upon or suffered incurred by the Purchaser Group, or any one of them, Purchaser Affiliate arising out of of, in connection with or related to the following (collectively, “Seller Claims”): resulting from: (i) any breach nonfulfillment of any representation covenant or warranty agreement of Seller Shareholder contained in or made pursuant to this Agreement; Agreement that survives the Closing as set forth in Section 10.1, (ii) those matters set forth on Schedule 10.3 , or any breach of any covenant litigation, action, claim or agreement of Seller contained in investigation arising from the same facts or made pursuant events giving rise to this Agreement; such matters, (iii) any accrued liabilities Taxes of the Company for a Pre-Closing Tax Period, except to Continuing Employees under Hthe extent such Taxes have been specifically taken into account in computing the Working Capital Adjustment Amount, and (iv) any and all brokerage, finder’s or other fees or commissions payable by Shareholder in connection with the transactions contemplated hereby, including but not limited to any fees payable to The Blackstone Group L.P. or ▇▇▇▇▇▇▇ Lemmerz International’s or its Affiliates’ frozen defined benefit Retirement Income Plan and retiree medical benefit plans; (iv) any stock options and other awards granted by H▇▇▇▇▇ Lemmerz International or its Affiliates; (v) any accrued benefits accrued under the H▇▇▇▇ Lemmerz International’s or its Affiliates’ Executive Retirement Plan; (vi) claims under H▇▇▇▇ Lemmerz International’s or its Affiliates’ self-insured welfare and fringe benefit plans; (vii) payments under the retention agreements between H▇▇▇▇ Lemmerz International or its Affiliates, on the one hand, and any of the Continuing Employees, on the other hand; (viii) payments under any of H▇▇▇▇ Lemmerz International’s or its Affiliates’ long or short term-bonus or incentive plans; or (ix) any products liability or warranty claims for products manufactured by the Companies prior to the Closing Date.& Co. (b) Subject to the terms and conditions of this Article VIII10, Purchaser covenants and each of the Companies, jointly and severally, shall agrees to indemnify, defend and hold harmless Seller Shareholder (including any successor or assigns, officer, director, shareholder, partner, member, employee, agent or representative thereof) from and against any and all Damages asserted against, resulting to, imposed upon or suffered incurred by Seller such Indemnified Party arising out of or related to the following (collectively, “Purchaser Claims”): in connection with or resulting from (i) any breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement; (ii) any breach nonfulfillment of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement; or Agreement that survives the Closing as set forth in Section 10.1, (ii) any Taxes of the Company for any period after the Effective Time (or portion of Tax period after the Effective Time), (iii) any products liability and all brokerage, finder’s or warranty claims for products manufactured other fees or commissions payable by Purchaser in connection with the Companies on or after transactions contemplated hereby, including but not limited to any fees payable to ▇▇▇▇▇▇ Brothers Inc., and (iv) the operation of the Business following the Closing Date. (ivc) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article 10; provided, however, that the Indemnitor shall have the right to contest any liability such Damages or obligation arising out of, or relating to, its obligations to indemnify therefor in accordance with the conduct terms of the Business, the operation of the Plants or any acts or omissions of the officers, directors, employees or agents of any of the Companies that occurs or accrues on or after the Closing Date, in each case, other than those expressly indemnified against by Seller pursuant to Section 8.1(a)this Agreement.

Agreements to Indemnify. (a) Subject to 11.2.1 Each Principal Shareholder shall, severally and not jointly, based on such holder's Pro Rata Share of the terms and conditions of this Article VIIIEscrow Fund, Seller shall indemnify, defend indemnify and hold harmless Purchaser harmless, Parent and the Surviving Corporation and their respective officers, directors, agents, representatives, stockholders, shareholders and employees, and each Person, if any, who controls or may control Parent or the Surviving Corporation within the meaning of the Companies Securities Act or the Exchange Act (collectively, the “Purchaser Group”each hereinafter referred to individually as a "PARENT INDEMNIFIED PERSON" and collectively as "PARENT INDEMNIFIED PERSONS") from and against any and all claims, demands, suits, actions, causes of actions, losses, liabilitiescosts, damages, liabilities and expenses (including reasonable attorneys’ ' fees), claims other professionals' and damages experts' reasonable fees, and court or arbitration costs (collectivelyhereinafter collectively referred to as "DAMAGES") directly or indirectly incurred, “Damages”) asserted against, paid or accrued in connection with or resulting to, imposed upon from or suffered by the Purchaser Group, or any one of them, and arising out of or related to the following (collectively, “Seller Claims”): of: (i) any breach of, or default in, any of any representation the representations, warranties or warranty of Seller contained in covenants given or made by Company in this Agreement or in the Company Disclosure Letter or in any certificate delivered by or on behalf of Company or an officer of Company pursuant to this Agreement; hereto; or (ii) any breach Excess Transaction Expenses. 11.2.2 Any claim of any covenant or agreement of Seller contained indemnity made by a Parent Indemnified Person under this Section 11.2 must be raised in or made pursuant to this Agreement; (iii) any accrued liabilities to Continuing Employees under H▇▇▇▇ Lemmerz International’s or its Affiliates’ frozen defined benefit Retirement Income Plan and retiree medical benefit plans; (iv) any stock options and other awards granted by H▇▇▇▇ Lemmerz International or its Affiliates; (v) any accrued benefits accrued under the H▇▇▇▇ Lemmerz International’s or its Affiliates’ Executive Retirement Plan; (vi) claims under H▇▇▇▇ Lemmerz International’s or its Affiliates’ self-insured welfare and fringe benefit plans; (vii) payments under the retention agreements between H▇▇▇▇ Lemmerz International or its Affiliates, on the one hand, and any of the Continuing Employees, on the other hand; (viii) payments under any of H▇▇▇▇ Lemmerz International’s or its Affiliates’ long or short term-bonus or incentive plans; or (ix) any products liability or warranty claims for products manufactured by the Companies prior a writing delivered to the Closing Date. Representative (bas defined in Section 11.4) Subject by no later than the Escrow Release Date and, if raised by such date, such claim shall survive the Escrow Release Date until final resolution thereof pursuant to the terms and conditions of this Article VIII, Purchaser Agreement. 11.2.3 Parent and each of the CompaniesSub shall, jointly and severally, shall indemnify, defend indemnify and hold harmless Seller the Company Shareholders and their respective officers, directors, agents, representatives, stockholders, shareholders and employees, and each Person, if any, who controls or may control such Company Shareholder within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as a "COMPANY SHAREHOLDER INDEMNIFIED Person" and collectively as the "COMPANY SHAREHOLDER INDEMNIFIED PERSONS") from and against any and all Damages asserted againstdirectly or indirectly incurred, paid or accrued in connection with or resulting to, imposed upon from or suffered by Seller and arising out of or related to the following (collectively, “Purchaser Claims”): (i) any breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement; (ii) any breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement; or (iii) any products liability or warranty claims for products manufactured by the Companies on or after the Closing Date. (iv) any liability or obligation arising out of, or relating todefault in, the conduct of the Business, the operation of the Plants or any acts or omissions of the officers, directors, employees or agents of any of the Companies that occurs representations, warranties or accrues on covenants given or after the Closing Date, made by Parent or Sub in each case, other than those expressly indemnified against by Seller pursuant to Section 8.1(a)this Agreement or in any Parent Ancillary Agreement or in any Sub Ancillary Agreement.

Agreements to Indemnify. (a) Subject to 11.2.1 Each Company Shareholder shall, severally and not jointly, based on such holder’s Pro Rata Share of the terms and conditions of this Article VIIIEscrow Fund, Seller shall indemnify, defend indemnify and hold harmless Purchaser harmless, Parent and the Surviving Corporation and their respective officers, directors, agents, representatives, stockholders, shareholders and employees, and each Person, if any, who controls or may control Parent or the Surviving Corporation within the meaning of the Companies Securities Act or the Exchange Act (collectively, the each hereinafter referred to individually as a “Purchaser GroupParent Indemnified Person” and collectively as “Parent Indemnified Persons”) from and against any and all claims, demands, suits, actions, causes of actions, losses, liabilitiescosts, damages, liabilities and expenses (including reasonable attorneys’ fees), claims other professionals’ and damages experts’ reasonable fees, and court or arbitration costs (collectively, hereinafter collectively referred to as “Damages”) asserted againstdirectly or indirectly incurred, paid or accrued in connection with or resulting to, imposed upon from or suffered by the Purchaser Group, or any one of them, and arising out of or related to the following (collectively, “Seller Claims”): (i) any breach of any representation of, or warranty of Seller contained in or made pursuant to this Agreement; (ii) any breach of any covenant or agreement of Seller contained in or made pursuant to this Agreement; (iii) any accrued liabilities to Continuing Employees under H▇▇▇▇ Lemmerz International’s or its Affiliates’ frozen defined benefit Retirement Income Plan and retiree medical benefit plans; (iv) any stock options and other awards granted by H▇▇▇▇ Lemmerz International or its Affiliates; (v) any accrued benefits accrued under the H▇▇▇▇ Lemmerz International’s or its Affiliates’ Executive Retirement Plan; (vi) claims under H▇▇▇▇ Lemmerz International’s or its Affiliates’ self-insured welfare and fringe benefit plans; (vii) payments under the retention agreements between H▇▇▇▇ Lemmerz International or its Affiliatesdefault in, on the one hand, and any of the Continuing Employeesrepresentations, warranties or covenants given or made by Company in this Agreement or in the Company Disclosure Schedule or in any certificate delivered by or on the other hand;behalf of Company pursuant hereto. (viii) payments 11.2.2 Any claim of indemnity made by a Parent Indemnified Person under any of H▇▇▇▇ Lemmerz International’s or its Affiliates’ long or short term-bonus or incentive plans; or (ix) any products liability or warranty claims for products manufactured by the Companies prior this Section 11.2 must be raised in a writing delivered to the Closing Date. Representative (bsatisfying the requirements of Section 11.7 below) Subject by no later than the Escrow Release Date and, if raised by such date, such claim shall survive the Escrow Release Date until final resolution thereof pursuant to the terms and conditions of this Article VIII, Purchaser Agreement. 11.2.3 Parent and each of the CompaniesSub shall, jointly and severally, shall indemnify, defend indemnify and hold harmless Seller the Company Shareholders and their respective officers, directors, agents, representatives, stockholders, shareholders and employees, and each Person, if any, who controls or may control such Company Shareholder within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as a “Company Shareholder Indemnified Person” and collectively as the “Company Shareholder Indemnified Persons”) from and against any and all Damages asserted againstdirectly or indirectly incurred, paid or accrued in connection with or resulting to, imposed upon from or suffered by Seller and arising out of or related to the following (collectively, “Purchaser Claims”): (i) any breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement; (ii) any breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement; or (iii) any products liability or warranty claims for products manufactured by the Companies on or after the Closing Date. (iv) any liability or obligation arising out of, or relating todefault in, the conduct of the Business, the operation of the Plants or any acts or omissions of the officers, directors, employees or agents of any of the Companies that occurs representations, warranties or accrues on covenants given or after the Closing Date, made by Parent or Sub in each case, other than those expressly indemnified against by Seller pursuant to Section 8.1(a)this Agreement or in any Parent Ancillary Agreement or in any Sub Ancillary Agreement.