Indemnification and Resolution of Certain Disputes Sample Clauses

Indemnification and Resolution of Certain Disputes. SECTION 10.1 Indemnification in Favor of Buyer 60 SECTION 10.2 Indemnification in Favor of Sellers 62 SECTION 10.3 Certain Limitations and Other Matters Regarding Claims 62 SECTION 10.4 Certain Survival Period 64 SECTION 10.5 Notice of Claims and Procedures 65 SECTION 10.6 Materiality Qualifiers 66 SECTION 10.7 Effect of Purchase Price Calculation 67 SECTION 10.8 Indemnification Adjusts Purchase Price for Tax Purposes 67 SECTION 10.9 Reconciliation Escrow Amount and Indemnification Escrow Amount 67 SECTION 11.1 Termination of Agreement 67 SECTION 11.2 Procedure Upon Termination 68 SECTION 11.3 Effect of Termination 68 SECTION 12.1 Payment of Sales, Use or Similar Taxes 69 SECTION 12.2 Expenses 69 SECTION 12.3 Entire Agreement 69 SECTION 12.4 Amendments and Waivers 69 SECTION 12.5 Governing Law 69 SECTION 12.6 Jurisdiction and Venue 70 SECTION 12.7 Notices 70 SECTION 12.8 Severability 73 SECTION 12.9 Binding Effect; Assignment; Third Party Beneficiaries 73 SECTION 12.10 Counterparts 74 SECTION 12.11 Waiver of Jury Trial 74 SECTION 12.12 Representative 74 SECTION 12.13 Legal Representation 76 SECTION 12.14 Performance 76 Exhibit A Units and Blocker Interests Exhibit B Net Working Capital Exhibit C Form of LTIP Cancellation Agreement Exhibit D Form of Escrow Agreement Exhibit E Payment Schedule Exhibit F Charter for Applegate Farms Advisory Committee This PURCHASE AGREEMENT (as amended or modified from time to time, this “Agreement”), dated as of May 26, 2015, is by and among (i) Hormel Foods Corporation, a Delaware corporation (“Buyer”), (ii) Applegate Farms, LLC, a Delaware limited liability company (the “Company”), (iii) the Management Sellers (as defined below), ▇▇▇▇▇▇, Inc., a New Jersey corporation (“▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (together with the Management Sellers and ▇▇▇▇▇▇, the “Unit Sellers”), SPC Partners IV, L.P. (“SPC”) and K&E Investment Partners, L.P. (together with SPC, the “Blocker Sellers” and, together with the Unit Sellers, the “Sellers”), and (iv) Applegate Investment Corporation, a Delaware corporation (the “Blocker”).

Indemnification and Resolution of Certain Disputes. Indemnification by the Seller 17 7.2 Indemnification by Buyer 17 7.3 Certain Limitations and Other Matters Regarding Claims 17 7.4 Certain Survival Periods 18 7.5 Notice of Claims and Procedures 19 7.6 Right of Set Off 20 8.1 Notices 20 8.2 Expenses 21 8.3 Interpretation; Construction 21 8.4 Parties in Interest; No Third Party Beneficiaries 22 8.5 Governing Law 22 8.6 Jurisdiction, Venue and Waiver of Jury Trial 22 8.7 Entire Agreement; Amendment; Waiver 22 8.8 Assignment; Binding Effect 23 8.9 Severability; Blue Pencil 23 8.1 Counterparts 23 8.11 Disclosure Schedules ARTICLE 9 CERTAIN DEFINITIONS 23 Schedule 3.1 Organization and Good Standing Schedule 3.2(c) Consents Schedule 3.4 Compliance with Law Schedule 3.6(a) Intellectual Property Schedule 3.6(c) Intellectual Property Schedule 3.6(d) Intellectual Property Schedule 3.10 Computer Systems Schedule 3.11 Data and Privacy

Indemnification and Resolution of Certain Disputes. 48 8.1 Indemnification of the Buyer Entities 48 8.2 Indemnification of Sellers 49

Indemnification and Resolution of Certain Disputes