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SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 04/27/2017
Entire Document
 


 
(b)                 Subject to Section 11.12 (Special Rule for Fraud) and notwithstanding any other provision of this Agreement to the contrary, the Purdue Parties in the aggregate shall not be liable for, nor be required to indemnify any Contributor Indemnitee against any Losses pursuant to Section 10.3(a)(ii):
 
(i)             in respect of any De Minimis Claim, and any Loss pursuant to Section 10.3(a)(ii) constituting a De Minimis Claim shall not be taken into account for purposes of the Basket described in Section 10.3(b)(ii); or
 
(ii)           until the aggregate amount of the Contributor Indemnitees’ Losses pursuant to Section 10.3(a)(ii) (excluding Losses constituting De Minimis Claims) exceed the Basket, after which the Purdue Parties shall, subject to any other limitations contained herein, be required to indemnify any Contributor Indemnitee against any Losses in excess of the Basket amount.
 
(c)                  Subject to Section 11.12 (Special Rule for Fraud) and notwithstanding any other provision of this Agreement to the contrary, the Purdue Parties shall not be liable for, nor be required to indemnify any Contributor Indemnitee against, any Losses pursuant to Section 10.3(a)(i)-(ii) for an aggregate amount in excess of $10,000,000.
 
10.4        Limitations.  Subject to the terms and conditions of this Article 10, following the Closing:
 
(a)                  Purdue shall have an indemnity obligation under this Article 10 only to the extent of (i) breaches of covenants by any of the Purdue Parties prior to the Closing; (ii) breaches of representations and warranties about it (and NewU if it owns NewU); and (iii) its failure (and the failure of NewU if it owns NewU) to execute and deliver any Transaction Document or execute, deliver and perform any Closing Instrument.  Subject to the foregoing, the obligations of NewU and its parent under this Article 10 are joint and several except that once the Closing has occurred, only NewU shall have any indemnity obligation with respect to matters described in Sections 10.3(a)(iv) and (v).  The foregoing shall not in any way limit the indemnity obligations of NewU under this Article 10.
 
(b)                  The amount of any Loss for which indemnification is provided under this Article 10 shall be net of any amounts actually recovered by the Indemnified Person under insurance policies in effect and applicable to such Loss.
 
(c)                 The indemnities herein are intended solely for the benefit of the Persons expressly identified in this Article 10 (and their permitted successors and assigns) and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or be enforceable by, any other Person.
 
(d)                   In no case shall Losses include any incidental, consequential, indirect or special losses or damages (including lost profits, lost revenues, and loss of business), whether foreseeable or not, whether occasioned by any failure to perform or the breach of any representation, warranty, covenant, or other obligation under this Agreement for any cause whatsoever.
 
(e)                  Neither the Contributor Indemnitees nor the Purdue Indemnitees may recover Losses more than once for any specific facts, omissions or circumstances notwithstanding the fact that such facts, omissions or circumstances may constitute the breach of more than one representation or warranty.
 
(f)                    If Contributor pays any amount in connection with a Third-Party Claim pursuant to Section 10.2(a) (Indemnification by Contributor), including any costs or expenses in defending such Third-Party Claim, and either:  (i) it is subsequently determined that Contributor has no indemnification obligation for such Third-Party Claim, or (ii) Contributor was not responsible for
 
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