Agreement by Seller to Indemnify. Seller hereby agrees to indemnify and hold Buyer and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Buyer”) 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 Buyer arising out of or resulting from (i) any breach of a representation, warranty or certification made by Seller 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 Seller in this Agreement or in any other written document or certificate to this Agreement, (iii) any Excluded 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, (i) Buyer shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages and (ii) the indemnity payment with respect to any Indemnifiable Damages shall be calculated after taking into account all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized by the indemnified party as a result of the event giving rise to such Indemnifiable Damages. Buyer shall, and shall cause its Affiliates to, realize all such reductions in federal, state, local and foreign Taxes reasonably available, including through the filing of amended Tax Returns. 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 Buyer until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Buyer shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Buyer shall have no right to collect Indemnifiable Damages in excess of the Purchase Price.
Agreement by Seller to Indemnify. Seller (the "Seller Indemnifying Party"), agrees that they will indemnify and hold Buyer harmless in respect of the aggregate of all indemnifiable Damages of Buyer.
Agreement by Seller to Indemnify. Seller agrees that it will indemnify and hold Buyer harmless in respect of the aggregate of all Buyer's Indemnifiable Damages (as herein defined).
Agreement by Seller to Indemnify. Seller agrees to indemnify, defend and hold Buyer and its affiliates (including the Company after the Closing), managers, members and agents thereof (collectively, the “Buyer Indemnified Party”) 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) (collectively, “Losses”) incurred or suffered by the Buyer Indemnified Party resulting from or arising out of (i) any breach of a representation or warranty made by Seller in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Seller in this Agreement, and/or (iii) any litigation, claim, demand, complaint, cause of action, investigation, inquiry, suit, charge, audit, action, hearing, notice of violation of applicable law or legal, administrative, arbitrative or other proceeding, as it relates to the Xxxxxxxxx Action. The period of such indemnification in connection with Sections 6.1(i) or (ii) shall be for a period of one (1) year following the Closing and the period for indemnification and defense under Section 6.1(iii) shall extend until a final judgment is entered in the Xxxxxxxxx Action and all appeal rights related thereto have lapsed, and any settlement obligations related thereto have expired. The aggregate amount of liability of Seller under this Section 6.1 shall not exceed $3,000,000.00 (“Seller’s Indemnity Cap”).
Agreement by Seller to Indemnify. Seller agrees to indemnify and hold the Buyer and its officers, directors, employees and agents of each thereof (collectively, the "INDEMNIFIED PARTY") 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) incurred or suffered by the Indemnified Party (collectively, "INDEMNIFIABLE DAMAGES") resulting from or arising out of any breach of the representation or warranty made by Seller pursuant to Section 10.2(aa) "Indemnifiable Damages" shall specifically include, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, restoration or other response work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present as a result of any action or inaction on the part of Seller or it agents, employees, contractors, invitees or tenants in any improvements on the Property or the soil or ground water on, under or adjacent to the Property.
Agreement by Seller to Indemnify a. Seller shall, regardless of any investigation made at any time by or on behalf of Buyer or any information that Buyer may have, promptly indemnify, defend and hold harmless, Buyer, its Affiliates, and their respective directors, officers, employees, shareholders and agents (collectively, the "Buyer Indemnitees") with respect to the aggregate of all "Indemnifiable Damages of Buyer". For purposes of this Section 12.1, "Indemnifiable Damages of Buyer" shall mean the aggregate of all claims, losses, costs, judgments, deficiencies, penalties, obligations, liabilities, damages (including, without limitation, indirect, special, incidental and consequential damages), fines, expenses (including, without limitation, reasonable attorneys' fees and disbursements and costs of any bonds necessary to release any attachments of the Purchased Assets or to stay any judgments or perfect any appeals) or diminution in value (collectively, the "Claims"), whether or not any of the Claims result from third party claims or result from the assertion of any of Buyer's rights hereunder, incurred or suffered by any of the Buyer Indemnitees, directly or indirectly, arising out of or relating to:
Agreement by Seller to Indemnify. Seller shall protect, defend, indemnify and hold Buyer 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) incurred or suffered by Buyer to the extent resulting from or arising out of (a) any breach of a representation or warranty made by Seller in or pursuant to this Agreement, (b) any breach of the covenants or agreements made by Seller in this Agreement, (c) any inaccuracy in any certificate delivered Seller pursuant to this Agreement, (d) Seller’s ownership or operation of the Acquired Assets prior to the Closing, or (e) any Excluded Liability (collectively, “Buyer Indemnifiable Damages”). Without limiting the generality of the foregoing with respect to the measurement of Buyer Indemnifiable Damages, Buyer shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of Seller hereunder been true and correct and had the agreements and covenants of Seller been performed in full. The aggregate liability of Seller under this Article VIII shall be limited to the aggregate amount of the Purchase Price.
Agreement by Seller to Indemnify. Seller, Xxxxx, and Xxxxxx jointly and severally, agree to indemnify and hold harmless Buyer and InfoCure and each of their respective officers, directors, shareholders, successors and assigns (collectively, the "Seller Indemnified Parties") in respect of the aggregate of all indemnifiable damages caused to the Acquired Business or any of the Seller Indemnified Parties. For this purpose, "indemnifiable damages" caused to the Acquired Business or any of the Seller Indemnified Parties means the aggregate of all expenses, losses, penalties, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) incurred or suffered by the Acquired Business or any of the Seller Indemnified Parties resulting from:
A. Any inaccurate representation or warranty made by Seller, Xxxxx or Xxxxxx in or pursuant to this Agreement ;
B. Any default in the performance of any of the covenants or agreements made by Seller, Xxxxx or Xxxxxx in this Agreement;
C. The failure of Seller to pay, discharge or perform any liability or obligation of Seller which is not an Assumed Liability;
Agreement by Seller to Indemnify. The Seller agrees to indemnify and hold the Purchaser 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) incurred or suffered by the Purchaser (collectively, "Indemnifiable Damages") resulting from or arising out of (i) any breach of a representation or warranty made by the Seller in or pursuant to this Agreement; (ii) any breach of the covenants or agreements made by the Seller in this Agreement; (iii) any inaccuracy in any certificate delivered by the Seller pursuant to this Agreement; and (iv) the Seller's ownership or operation of the Assets prior to Closing. Without limiting the generality of the foregoing with respect to the measurement of Indemnifiable Damages, the Purchaser shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Seller hereunder been true and correct.
Agreement by Seller to Indemnify. Seller agrees to indemnify and hold harmless Buyer from and against any and all claims, losses, expenses and liability (including court costs and reasonable attorneys' fees and expenses) (?Adverse Consequences?) which Buyer incurs or suffers arising out of (i) CIS Business products and services sold and delivered by the Seller prior to the Closing except for Adverse Consequences (including any liquidated damages obligations) arising from Seller's pre-closing obligations under the Assumed Contracts with customers; (ii) all pre-closing obligations under the San Diego JIMS Contract, which contract is not an Assumed Contract; (iii) any breach by Seller of any covenant or other agreement of Seller contained herein; (iv) any breach of any representation or warranty made by Seller herein or in any certificate delivered pursuant to this Agreement, and (v) the failure of Seller to pay, discharge or perform any liability or obligation of the Seller or of the CIS Business which is not an Assumed Liability.
