Extent of Indemnity. Sellers hereby agree to indemnify, defend and hold harmless Buyer and its affiliates from and against: -40- (i) any and all claims, actions, proceedings, judgments, damages, losses, costs, expenses or liabilities incurred or suffered by, or brought or made against Buyer arising out of or resulting from any misrepresentation, breach of warranty or non fulfillment of any covenant or agreement on the part of Sellers contained in this Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant to this Agreement; (ii) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any such breach or nonfulfillment, including the enforcement of this Section in connection therewith. For purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, costs, expenses and fees shall be hereinafter referred to as "Damage" or "Damages". In addition, the amount of any Damages for which indemnification may be sought hereunder shall be determined on an after-tax basis. Notwithstanding the foregoing, Sellers, with respect to the European Subsidiaries, shall have no liability to Buyer for a breach of Sections 2.11 and 2.12 unless and until the value of any claims shall have exceeded the total of the adjustments made pursuant to items (i) through (v) on Exhibit A with respect to Section 2.11 and items (vi) through (ix) with respect to Section 2.12, respectively. With respect to Latin America and Mexico, Sellers shall have no liability unless and until the value of any claims shall have exceeded the adjustments made pursuant to Section 1.2(d)(ii) but in no event in excess of $2,000,000.
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Extent of Indemnity. Sellers hereby agree to indemnify, defend and hold harmless Buyer and its affiliates from and against: -40-:
(i) any and all claims, actions, proceedings, judgments, damages, losses, costs, expenses or liabilities incurred or suffered by, or brought or made against Buyer arising out of or resulting from any misrepresentation, breach of warranty or non fulfillment nonfulfillment of any covenant or agreement on the part of Sellers contained in this Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant to this Agreement;
(ii) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any such breach or nonfulfillment, including the enforcement of this Section in connection therewith. For purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, costs, expenses and fees shall be hereinafter referred to as "Damage" or "Damages". In addition, the amount of any Damages for which indemnification may be sought hereunder shall be determined on an after-tax basis. Notwithstanding the foregoing, Sellers, with respect to the European Subsidiaries, shall have no liability to Buyer for a breach of Sections 2.11 and 2.12 unless and until the value of any claims shall have exceeded the total of the adjustments made pursuant to items (i) through (v) on Exhibit A with respect to Section 2.11 and items (vi) through (ix) with respect to Section 2.12, respectively. With respect to Latin America and Mexico, Sellers shall have no liability unless and until the value of any claims shall have exceeded the adjustments made pursuant to Section 1.2(d)(ii) but in no event in excess of $2,000,000.
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