Agreement of Buyer to Indemnify. Subject to the conditions and provisions of this Article 10, Buyer hereby agrees to indemnify, defend and hold harmless the Stockholders from and against and in respect of all Losses resulting from, imposed upon or incurred by the Stockholders, directly or indirectly, by reason of or resulting from any misrepresentation or breach of any representation or warranty, or noncompliance with any conditions or other Agreements, given or made by Buyer in this Purchase Agreement or in the Exhibits or in any Document furnished by or on behalf of Buyer pursuant to this Purchase Agreement; provided, however, that, except for Losses arising out of a willful or intentional breach of representations, warranties or covenants by Buyer and the obligations of Buyer under Article 11 hereof, none of which shall be subject to the following limitations, Buyer shall have no liability under this Section 10.03 until the aggregate amount of claims for Losses asserted under such Section exceeds One Hundred Thousand Dollars ($100,000); provided, further, however, in no event shall the aggregate amount of liability of Buyer for Losses asserted under this Section 10.03 (except for Losses arising out of a willful or intentional breach of representations, warranties or covenants by Buyer and the obligations of Buyer under Article 11 hereof), exceed Two Million Dollars ($2,000,000). It shall be a condition to the rights of the Stockholders to indemnification pursuant to this Section that such parties shall assert a claim for such indemnification within the applicable survival periods set forth in Section 10.01 hereof.
Agreement of Buyer to Indemnify. From and after the Closing, Buyer shall indemnify and hold harmless Seller, each of its Subsidiaries and the respective officers, directors, agents, representatives, stockholders and employees of Telos Sellers, and each person, if any, who controls or may control Seller within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as a “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages arising from claims, demands, assertions of liability, or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly arising out of, resulting from or in connection with: (i) any actual failure of any representation or warranty made by Buyer in this Agreement to be true and correct as of the date of this Agreement 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), (ii) any actual breach of or default in connection with any of the covenants or agreements made by Buyer in this Agreement, including the Earnout, (iii) Buyer’s failure to pay, perform or discharge, when due, any Assumed Liability; (iv) any Liability arising out of the use or operation of the Purchased Assets or the conduct of the Business by Buyer and its Affiliates after the Closing Date; and (v) any Transaction Expenses of Buyer and its Subsidiaries; in each case which becomes known to a Seller Indemnified Person during the period of survival of the representations, warranties, covenants and agreements and for which a Seller Indemnified Person delivers a written notice to Buyer in accordance with Sections 11.5 and 11.7 prior to the Expiration Date.
Agreement of Buyer to Indemnify. Subject to the terms and ------------------------------- conditions of this Article 8, Buyer agrees to indemnify, defend and hold harmless Sellers and their officers, directors, shareholders, controlling persons, affiliates and representatives (the "Seller Indemnitees"), and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, such Seller Indemnitee and resulting from, based upon, or arising out of:
Agreement of Buyer to Indemnify. Buyer shall indemnify the Selling Optionholder and his respective representatives, agents, employees, partners and affiliates and hold each of them harmless from and against any Loss suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any schedule, certificate, instrument or other documents delivered hereto or (ii) any breach of any covenant or agreement of Buyer contained in this Agreement or in any schedule, certificate, instrument or other documents delivered hereto. Payments in respect of the indemnification provided in this Section 5.03 shall be made promptly (and currently) as Losses shall be incurred.
Agreement of Buyer to Indemnify. Buyer will indemnify, defend, and hold harmless, to the full extent of the law, the Seller from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Seller by reason of, resulting from, based upon or arising out of:
Agreement of Buyer to Indemnify. Subject to the terms and conditions of this Article VI, Buyer and the Surviving Corporation, jointly and severally, agree to indemnify, defend and hold harmless Seller and its officers, directors, shareholders, other Affiliates, employees and agents (collectively, the "Seller Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Seller Indemnities arising out of:
Agreement of Buyer to Indemnify. Buyer shall indemnify the Seller and each of its officers, directors, employees, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees. representatives, agents, shareholders, partners and affiliates) and hold each of them harmless from and against any Losses suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any schedule, certificate, instrument or other document delivered pursuant hereto, (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, (iii) any liabilities, obligations, contracts (written or otherwise), debts, expenses or costs of Buyer of any kind or nature under the Assumed Liabilities or (iv) any federal, state, local, foreign or other taxes of Buyer or with respect to any of the Assets that are due and payable following the Closing Date or with respect to any period or portion thereof ending after the Closing Date. Subject to the provisions of the preceding sentence, payments in respect of the indemnification provided in this Section 8.3 shall be made promptly as Losses shall be incurred.
Agreement of Buyer to Indemnify. Subject to the conditions and provisions of this SECTION 11, Buyer and Carey Agri, jointly and severally, hereby agrees to indemnify, defend xxx hold harmless each Partner or Company Indemnified Persons from and against and in respect of all Claims asserted against, resulting to, imposed upon or incurred by the Partners (whether such Claims are by, against or relate to Buyer, Carey Agri, Newco or any other party, including, without limitation, x xxxernmental entity), directly or indirectly, by reason of or resulting from any misrepresentation or breach of any representation or warranty, or noncompliance with any conditions or other Agreements, given or made by Buyer and/or Carey Agri any of the Related Agreements. Notwithstanding the foregoixx, xeither Buyer and Carey Agri shall have no liability for Claims made more than two yearx xxxlowing the Closing Date.
Agreement of Buyer to Indemnify. Subject to the conditions and limitations set forth in this Section 10, Buyer hereby agrees to indemnify, defend and hold harmless Seller from and against and in respect of all Claims asserted against, imposed upon, resulting to or incurred by Seller or its Affiliates arising out of or resulting from any breach of any representation, warranty, covenant or agreement given or made by Buyer in this Agreement. In the event that Seller makes any claim hereunder in respect of Buyer's indemnity set forth in this Section 10, Buyer shall be entitled, for a period of 30 days following receipt of any such claim, to try to put Seller in the same position that Seller would have been in had the breach of representation, warranty, covenant or underlying such claim not occurred. If Buyer fails to do so within such 30 day period, Seller shall be entitled to make a claim for indemnification pursuant hereto.
Agreement of Buyer to Indemnify. Subject to the conditions and provisions of SECTION 17.3 hereof, Buyer hereby agrees to indemnify, defend and hold harmless the Seller Indemnified Persons from and against and in respect of all Claims asserted against, resulting to, imposed upon or incurred by the Seller Indemnified Persons (whether such Claims are by, against or relate to Buyer or any other party, including, without limitation, a governmental entity), directly or indirectly, by reason of or resulting from any (i) misrepresentation or breach of any representation or warranty, or noncompliance with any conditions or other agreements, given or made by Buyer in this Agreement, and (ii) damage or loss resulting from or arising out of the conduct of the Business after the Closing. Seller hereby agrees that Buyer shall have no liability to Seller or its successors or permitted assigns, for any Liability, damage, loss or expense pursuant to this SECTION 17, unless the aggregate amount of all Liabilities, damages, losses or expenses suffered by Seller and its successor and permitted assigns exceeds $10,000, and then only to the extent such aggregate amount exceeds $10,000.
