Common use of Purchaser's Right to Indemnification Clause in Contracts

Purchaser's Right to Indemnification. Subject to Section 12.1.4, each Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, and hold harmless Purchaser, its parent, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees") from and against and in respect of such Seller's Pro Rata Share of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees ("Claims"), incurred or suffered by a Purchaser Indemnitee arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentation, or other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.

Purchaser's Right to Indemnification. Subject to Section 12.1.4, each Seller undertakes and ------------------------------------ agrees subject to indemnify, defend by counsel reasonably acceptable the terms and conditions of this Agreement to Purchaser, indemnify and hold harmless Purchaser, its parentstockholders, affiliatesAffiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees") from and against and in respect of such Seller's Pro Rata Share of any and all losses, costs, liabilities, claims, obligations, diminution in value damages and expenses, including reasonable attorneys' fees (together "Claims"), incurred or suffered by a Purchaser Indemnitee arising from or relating to (ai) the claims of third parties with respect to operation of the Company prior to Closing; (b) a any breach, misrepresentation, or other violation of any of the Sellers' or the CompanySeller's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8Agreement; (c) any breach or default by the Company under any Contract prior to Closing; (dii) any Pre-Closing Environmental Matters; (iii) any Claim by Hagglunds or its Affiliates relating to any default by the Company under any agreement with respect to the Hagglunds Joint Venture, including any Claim with respect to the respective work shares of BWS and Hagglunds with respect thereto, to the extent that such Claim relates to work performed or revenue accrued prior to the Closing Date; (eiv) sales pursuant to the supply Contract and/or license agreements between the president of India and AB Bofors each dated as of March 24, 1986 to the extent such Claim arises from actions or obligations of Celsius, its Affiliates or their representatives; (v) the operation of the business of CWS, whether before, on or after the Closing Date, including the transfer of shares of the capital stock of CWS to Seller; or (vi) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, expenses incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by SellersSeller. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47 and in addition to the indemnification provided in Article XII of the Note Purchase Agreement, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchasers and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as "collectively, the “Purchaser Indemnitees"Indemnified Parties”) from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) ("collectively, “Claims"”), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Amendment. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, incident however, that claims made within such Indemnity Period shall survive to any the extent of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any Claim covered thereby until such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates is finally determined and, if more than one rate is indicated)applicable, in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnitypaid.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47 and in addition to the indemnification provided in Article XII of the Note Purchase Agreement, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchasers and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Amendment; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Amendment. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, incident however, that claims made within such Indemnity Period shall survive to any the extent of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any Claim covered thereby until such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates is finally determined and, if more than one rate is indicated)applicable, in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnitypaid.

Purchaser's Right to Indemnification. Subject to the provisions of ------------------------------------ this Section 12.1.49, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless PurchaserPurchasers, its parent, affiliates, successors and assigns and their respective employees, agents, directors, officers, employeessuccessors, shareholderspredecessors and assigns (collectively, representatives and agents (hereinafter referred to collectively as the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification under Section 9 may be commenced after the Indemnity Period; provided, incident however, that claims made within the applicable time period ----------------- shall survive to any the extent of such claim until such claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Preferred Stock, the Warrants, the Additional Warrants (if any) and the shares of Common Stock issuable upon the conversion of the foregoing Preferred Stock and/or exercise of the Warrants and the Additional Warrants, if any, and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofPreferred Stock, the Warrants, the Additional Warrants (if any) and the shares of Common Stock issuable upon the conversion of the Preferred Stock and/or exercise of the Warrants and the Additional Warrants; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate Preferred Stock, the Warrants, the Additional Warrants (as defined belowif any) on any such Claim from and the date shares of incurrence by such Purchaser Indemnitee(s) until Common Stock issuable upon the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column conversion of the Eastern Edition Preferred Stock and/or exercise of the Wall Street Journal (or Warrants and the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityAdditional Warrants.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchasers and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; PROVIDED, incident HOWEVER, that claims made within such Indemnity Period shall survive to any the extent of the foregoing Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares, the Conversion Shares and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofShares, the Warrants, the Warrant Shares and the Conversion Shares; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate (as defined below) on any such Claim from Shares, the date of incurrence by such Purchaser Indemnitee(s) until Warrants, the date of reimbursement by Sellers. "Prime Rate" shall mean Warrant Shares and the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityConversion Shares.

Purchaser's Right to Indemnification. Subject to the provisions of this Section 12.1.47, each Seller undertakes and the Company hereby agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, indemnify and hold harmless Purchaserthe Purchaser and the employees, its parentagents, affiliates, successors and assigns and their respective directors, officers, employeesequity holders, shareholderssuccessors, representatives predecessors, assigns and agents affiliates of any of them (hereinafter referred to collectively as collectively, the "Purchaser IndemniteesIndemnified Parties") from and against and in respect of such Seller's Pro Rata Share of (i) any and all losses, costsobligations, liabilities, damages, claims, obligationsdeficiencies, diminution costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in value and expensesconnection with the investigation, including reasonable attorneys' fees prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred or suffered by a the Purchaser Indemnitee Indemnified Parties in connection with, arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentationout of, or other violation relating to (A) any breach or alleged breach of any of the Sellers' or the Company's covenantsrepresentations, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default warranties, agreements and covenants made by the Company under herein or in any Contract prior certificate or other document delivered to Closingany Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (dB) any Pre-Closing Environmental Mattersfalse, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (eii) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; PROVIDED, incident HOWEVER, that claims made within such Indemnity Period shall survive to any the extent of the foregoing Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or incurred issuable as dividends on, or other distributions with respect to oppose the imposition thereofShares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in enforcing this indemnity; together with interest at replacement of, the Prime Rate (as defined below) on any such Claim from Shares, the date of incurrence by such Purchaser Indemnitee(s) until Warrants and the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnityWarrant Shares.