Agreement by Buyer to Indemnify. Buyer hereby agrees to indemnify and hold Seller and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Seller”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Seller arising out of or resulting from (i) any breach of a representation, warranty or certification made by Buyer in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Buyer in this Agreement or in any other written document or certificate to this Agreement, (iii) any Assumed Liabilities (collectively, “Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, Seller shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Seller until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Seller shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Seller shall have no right to collect Indemnifiable Damages in excess of the Purchase Price.
Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold the Sellers and the Companies and each of their respective officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article IX, “Seller Indemnitees”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) arising out of or resulting from:
(i) any breach of a representation,warranty or certification made by Buyer in Article IV of this Agreement, or in any other document or certificate delivered pursuant to this Agreement; or
(ii) any breach of the covenants or agreements made by Buyer in this Agreement, or in any other document or certificate delivered pursuant to this Agreement; (collectively, “Seller Indemnifiable Damages” and together with the Buyer Indemnifiable Damages, the “Indemnifiable Damages”). Without limiting the generality of the foregoing, with respect to the measurement of Seller Indemnifiable Damages, the applicable Seller Indemnitee(s) shall have the right to be put in the same post-tax consolidated financial position as it would have been in had each of the representations and warranties of Buyer hereunder been true and correct and had the covenants and agreements of Buyer hereunder been performed in full.
Agreement by Buyer to Indemnify. Buyer agrees to indemnify, defend and hold Seller and its affiliates, managers, members and agents thereof (collectively, a “Seller Indemnified Party”) harmless from and against the aggregate of all Losses incurred or suffered by the Seller Indemnified Party resulting from or arising out of (i) any breach of a representation or warranty made by Buyer in or pursuant to this Agreement, or (ii) any breach of the covenants or agreements made by Buyer in this Agreement. The period of such indemnification and defense shall be for a period of one (1) year following the Closing. The aggregate amount of liability of Buyer under this Section 6.3 shall not exceed $3,000,000.00.
Agreement by Buyer to Indemnify. Buyer agrees that it will indemnify and hold Seller harmless in respect of the aggregate of all Indemnifiable Damages (as herein defined).
Agreement by Buyer to Indemnify a. Buyer shall promptly indemnify, defend and hold harmless, Seller, its Affiliates, and their respective directors, officers, employees, shareholders and agents (collectively, the "Seller Indemnitees") with respect to the aggregate of all "Indemnifiable Damages of Seller". For purposes of this Section 12.2, "Indemnifiable Damages of Seller" shall mean the aggregate of all Claims, whether or not any of the Claims result from third party claims or result from the assertion of any of Seller's rights hereunder, incurred or suffered by any of the Seller Indemnitees, directly or indirectly, arising out of or relating to:
(1) any breach of or default in the observance or performance of any agreement made by Buyer in this Agreement, or Buyer's failure to fulfill any other obligation which it is required to perform or observe in this Agreement;
Agreement by Buyer to Indemnify. Each of CSI and SVCS agrees jointly and severally to indemnify, defend, and hold SVPC and the Shareholders harmless from and against the aggregate of all Seller Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of CSI and SVCS collectively shall not exceed the amount paid to SVPC pursuant to the Short Term Note (plus any costs of collection).
(a) For purposes of this Agreement, "SELLER INDEMNIFIABLE DAMAGES" means, without duplication, the aggregate of all expenses, losses, costs, claims, deficiencies, liabilities, and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered SVPC or the Shareholders to the extent:
Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold harmless Seller from and against any and all Adverse Consequences which Seller incurs or suffers arising out of (i) any claims arising from performance under the Assumed Contracts with customers (including any liquidated damages obligations) whether attributable to performance before or after Closing, provided however that nothing herein shall be construed to impose any liability whatever upon the Buyer or Parent with respect to Adverse Consequences arising from pre-closing obligations of the Seller under the San Diego JIMS Contract;
Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold Seller harmless from and against any and all Damages which Seller may sustain by reason of (i) any Assumed Liability (ii) any liabilities or obligations of Buyer with respect to taxes which are not Retained Liabilities, (iii) any liability or claim arising in any way from any product manufactured and sold in the BiliCheck Business or service rendered in the BiliCheck Business, or action taken by, or relating to the operations of, Buyer from and after the Closing, except for liabilities and claims arising from the actions or inactions of Seller, or products manufactured, sold, repaired or serviced by Seller prior to the Closing or manufactured, repaired or serviced by Seller during the Transition Period (as defined in the Transition Agreement), or (iv) the breach or inaccuracy of or failure to comply with any warranties, representations, conditions, covenants or agreements of Buyer contained in this Agreement, the Transition Agreement, the Multiuse IP License or in any other agreement, certificate or document delivered pursuant to or in connection with this Agreement or out of the closing of the transactions contemplated hereby or thereby.
Agreement by Buyer to Indemnify. (a) Buyer agrees to indemnify and hold harmless the Members, Seller, and their officers, agents, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) in respect of the aggregate of all Indemnifiable Damages incurred or suffered by any such Seller Indemnified Party resulting from:
(i) any failure of any representation or warranty made by Buyer in this Agreement, in any other agreement contemplated hereby to which Seller is or will be a party, or the Disclosure Letter (including any exhibit or schedule to the Disclosure Letter) to be true and correct as of the Agreement Date and as of the Closing Date as though such representation or warranty were made as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date);
(ii) any failure of any certification, representation or warranty made by Buyer in any certificate delivered to Seller pursuant to any provision of this Agreement, or any other agreement contemplated hereby to which Buyer is or will be a party, to be true and correct as of the date such certificate is delivered to Seller;
(iii) any breach of or default in connection with any of the covenants or agreements made by Buyer in this Agreement, in any other agreement contemplated hereby to which Buyer is or will be a party;
(iv) any Assumed Liability;
(v) the willful fraud or willful misrepresentation of Buyer; and
(vi) (any Proceeding relating to any breach or alleged breach or matter of the type described in any of the above clauses, including any Proceeding relating to the enforcement of this Section 7.03(a).
Agreement by Buyer to Indemnify. Each of MTLM and AMI agrees jointly and severally to indemnify, defend and hold each of the Companies and the Shareholder harmless from and against the aggregate of all Seller Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of MTLM and AMI collectively shall not exceed the Cash Portion of the Purchase Price (plus any costs of collection).
(a) For purposes of this Agreement, "SELLER INDEMNIFIABLE DAMAGES" means, without duplication, the aggregate of all expenses, losses, costs, claims, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by any one or more of the Companies or the Shareholder to the extent: (i) resulting from any breach of a representation or warranty made by MTLM or AMI in or pursuant to this Agreement; (ii) resulting from any breach of the covenants or agreements made by MTLM or AMI pursuant to this Agreement; (iii) resulting from any inaccuracy in any certificate or report prepared by or on behalf of MTLM or AMI delivered by MTLM or AMI pursuant to this Agreement; or (iv) resulting from any default or failure to pay or perform any of the Assumed Liabilities.
