Acquiror Indemnification Sample Clauses
The Acquiror Indemnification clause establishes the obligation of the seller or other parties to compensate the acquiror for certain losses, damages, or liabilities that may arise after the completion of a transaction. Typically, this clause outlines the specific types of claims covered, such as breaches of representations, warranties, or covenants made by the seller, and may set limits on the amount and duration of indemnification. Its core practical function is to allocate risk by protecting the acquiror from unforeseen issues related to the acquired business, thereby ensuring that the acquiror is not financially disadvantaged by problems that originated before the transaction closed.
Acquiror Indemnification. Acquiror shall indemnify defend and hold harmless Newco for one-half of any Transfer Taxes imposed in connection with or as a result of the Merger.
Acquiror Indemnification. The Acquiror hereby jointly and severally indemnify and hold harmless the Acquiree and the Acquiree's officers, directors and employees in respect of any and all adverse consequence incurred by any of them in connection with each and all of the following:
(i) Any misrepresentation or breach of any warranty made by Acquiror in this Agreement or in any Schedule, Exhibit, or other document attached hereto or delivered to Acquiree by Acquiror or any officer of Acquiror in connection with the transactions contemplated hereby;
(ii) The breach of any covenant, agreement, or obligation of Acquiror contained in this Agreement or any Schedule or Exhibit hereto or any other instrument specifically contemplated by this Agreement;
(iii) Any misrepresentation contained in any statement in writing or certificate furnished by an officer of the Acquiror or an officer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, or any material omission by the Acquiror, or any officer or representative of either of them;
(iv) Any claim or assertion made against the Acquiror arising in connection with any event, transaction or circumstance that occurred or is claimed to have occurred prior to the Closing Date; and
(v) Any claim or assertion made in connection with purchasing, selling, or trading in the Acquiror's securities, or in connection the federal or state securities laws, rules and regulations.
Acquiror Indemnification. From and after the Closing Date, Acquiror shall indemnify and hold harmless the Parent and any of the Parent’s Affiliates (including the Company), and each Person who controls (within the meaning of the Securities Act) the Parent or any such Affiliate, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Company or the Parent resulting from, related to, or arising out of:
(a) any misrepresentation, breach of any warranty by Acquiror or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Company and/or the Parent pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement (ignoring for the purpose of determining the amount of any Indemnifiable Losses under this clause (a) qualifiers in any representation or warranty such as “Material Adverse Effect,” and “materiality”);
(b) any breach or non-fulfillment of any covenant or agreement to be performed by Acquiror or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Company and/or the Parent pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement;
(c) any Legal Proceeding or Order arising out any of the foregoing even though such Legal Proceeding or Order may not be filed, become filed, or come to light until after the Closing Date;
(d) all Taxes of Acquiror or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;
(e) any Obligation or Liability which relates to or which arises out of or is based upon, any Environmental Law to the extent that such liability or obligation relates to or arises out of, in whole or in part, any activity occurring, condition existing, omission to act or other activity occurring after the Closing Date;
(f) any Obligation or Liability which relates to or which arises out of or is based upon any Acquired Asset or any Assumed Liability, including, without limitation, any Obligation or Liability which relates to or which arises out of or is based upon (i) the Tuscany Sale; (ii) the Cox Settlement; or (iii) the TIP Judgment.
Acquiror Indemnification. (a) Each Party agrees that (i) all rights to advancement, indemnification, limitations on liability or exculpation now existing in favor of the directors and officers of each Acquiror Party, as provided in the applicable Acquiror Party’s Governing Documents in effect as of immediately prior to the Effective Time, in either case, solely with respect to any acts, errors or omissions occurring on or prior to the Effective Time, shall survive the Transactions and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and (ii) Acquiror will perform and discharge, or cause to be performed and discharged, all obligations to provide such advancement, indemnity, limitations on liability and exculpation during such six (6)-year period. During such six (6)-year period, Acquiror shall advance, or cause to be advanced, expenses in connection with such indemnification as provided in the applicable Acquiror Party’s Governing Documents or other applicable agreements in effect as of the date hereof. The advancement, indemnification and liability limitation or exculpation provisions of the Acquiror Parties’ Governing Documents or in other applicable agreements in effect as of immediately prior to the Effective Time shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Effective Time or at any time prior to such time, were directors or officers of any Acquiror Party (the “Acquiror D&O Persons”) to receive advancement, be so indemnified, have their liability limited or be exculpated with respect to any act, error or omission occurring on or prior to the Effective Time by reason of the fact that such Acquiror D&O Person was a director or officer of any Acquiror Party immediately prior to the Effective Time unless such amendment, repeal or other modification is required by applicable Law.
(b) Acquiror shall not have any obligation under this Section 6.13 to any Acquiror D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Acquiror D&O Person in the manner contemplated hereby is prohibited by applicable Law.
(c) If, following the Closing, Acquiror (i) shall merge or consolidate with or merge into any other corporatio...
Acquiror Indemnification. Subject to the applicable limitations set forth in this Article X (including Section 10.1), from and after the Closing, Acquiror shall indemnify and hold harmless the Seller and its Affiliates (excluding, after the Closing Date, any Acquired Company) and its and their respective Representatives from and against all Losses, paid, incurred, suffered or sustained by such Indemnified Parties, or any of them (regardless of whether or not such Losses relate to any Third-Party Claims), directly or indirectly resulting from, arising out of, relating to, or in connection with any breach of, default in, or failure by Acquiror or any of its Affiliates, to perform or comply with, any covenant or agreement of Acquiror contained in this Agreement.
Acquiror Indemnification. Subject to Section 8.4, from and after the Closing, Acquiror shall indemnify and hold harmless the Escrow Shareholders, the Shareholders Representative, the officers and directors of Target (each a “Target Indemnified Party” and collectively, the “Target Indemnified Parties”) from and against, and pay or reimburse the Target Indemnified Parties for, any and all Losses resulting from or arising out of any:.
(a) breach of any representation or warranty of Acquiror or Merger Sub contained in Article III of this Agreement or in any certificate delivered by Acquiror or Merger Sub pursuant to Section 6.2(a) hereof; provided, however, the claim therefor is instituted by the Shareholders Representative by written notice within the time period specified in Section 8.1 hereof;
(b) failure by Acquiror to perform or comply with any covenant or agreement of Acquiror contained herein or in any certificate, instrument or other document delivered by Acquiror pursuant to the terms of this Agreement (other than a representation or warranty); or
(c) Taxes imposed on Target or the Surviving Corporation or any branch thereof with respect to any Post-Closing Tax Period (as used herein “Post-Closing Tax Period” means (i) any taxable year that begins after the Closing Date and (ii) with respect to any Straddle Period, the period beginning on the day after the Closing Date and ending on the last day of the taxable year in which the Closing Date occurs).