Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article X, from and after the Closing, Seller hereby agrees to indemnify, defend and hold Purchaser and Guarantor, their Affiliates and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses including interest, penalties and attorneys’ fees and expenses (collectively, “Damages”) asserted against, resulting to, imposed upon or incurred by any Purchaser Indemnified Party (including the costs and expenses incurred by such Purchaser Indemnified Party in enforcing the provisions of this Section) by reason of, resulting from or arising out of: (a) the Retained Liabilities; (b) a breach by Seller of any of its representations or warranties contained in this Agreement (solely for purposes of determining whether any breach or inaccuracy has occurred and determining the amount of any Damages, no effect will be given to any materiality, material adverse effect or similar qualification contained in such representations and warranties); (c) a breach by Seller of any of its covenants or agreements contained in this Agreement, other than any such covenants or agreements contained in Section 6.08; (d) a breach by Seller of any of its covenants or agreements contained in Section 6.08 to the extent resulting from Seller’s or its Affiliates’ gross negligence or willful misconduct; or (e) the termination by Seller of the employment of any Employees (other than any severance or similar costs resulting from the termination of any such Employees).
Agreement of Seller to Indemnify. Subject to the provisions of this Article 7, regardless of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, the Seller agrees to indemnify, defend, and hold harmless the Buyer Group from, against, for, and in respect of any and all Losses asserted against, imposed upon, or incurred by the Buyer Group by reason of, resulting from, based upon, or arising out of:
(a) the breach of any representation or warranty of any Seller contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit attached hereto or specifically required to be delivered hereunder. For purposes of determining whether any Seller has breached any such representation or warranty, any qualification or limitation of such representation or warranty by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect or words of similar effect shall be disregarded;
(b) the breach or non-fulfillment of any covenant or agreement of any Seller contained in or made pursuant to this Agreement, any Ancillary Agreement or in any certificate, Schedule, or Exhibit attached hereto or specifically required to be delivered hereunder;
(c) any brokerage or finder's fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with Seller;
(d) a failure to file or an incomplete filing of any Form 5500 for the Employee Benefit Plans that should have been filed with the Internal Revenue Service on or prior to the Closing Date, including any sanctions or penalties imposed and any costs incurred in the preparation of such Form 5500;
(e) any failure to maintain a signed written plan document for any Code Section 125 plan;
(f) any Litigation listed on Schedule 2.12.
Agreement of Seller to Indemnify. Subject to the terms and -------------------------------- conditions of this Article 14, Seller agrees to indemnify, defend, and hold harmless Purchaser and its officers, directors, shareholders, employees and agents (collectively, the "Purchaser Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser Indemnitees by reason of, resulting from, based upon, or arising out of:
(a) the breach of any representation or warranty of Seller contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Seller in connection herewith;
(b) the breach of any covenant or agreement of Seller contained in or made pursuant to this Agreement;
(c) any Excluded Liability;
(d) any Environmental Liabilities as and to the extent provided in Section 4.5; and
(e) any Y2K Liabilities as and to the extent provided in Section 4.6.
Agreement of Seller to Indemnify. Subject to the conditions and provisions of this SECTION 12, the Seller hereby agrees to indemnify, defend and hold harmless the Buyer and any other Buyer Indemnified Persons from and against and in respect of all Claims asserted against, resulting to, imposed upon or incurred by (i) the Buyer (whether such Claims are by, against or relate to Company, GVG Tech, the Seller or any other party, including, without limitation, a governmental entity), directly or indirectly, by reason of or resulting from any misrepresentation or breach of any representation or warranty, or noncompliance with conditions or other Agreements, given or made by the Seller in this Purchase Agreement or in the Exhibits attached hereto or in any Document Furnished by or on behalf of the Seller pursuant to this Purchase Agreement, or (ii) the Buyer or any other Buyer Indemnified Person for Claims related to Friendly Holidays, Inc. resulting from any actions taken by Friendly Holidays, Inc. prior to January 1, 2000. Notwithstanding the foregoing, the Buyer shall not be entitled to bring a claim for indemnification under this Section 12.2 following the one-year anniversary of the Closing Date, provided, however, that Seller may notify Buyer that, provided settlement of any obligations hereunder, Seller is in a position to liquidate (the "Notice of Liquidation") in which case Buyer shall not be entitled to bring a claim for indemnification under this Section 12.2 following the date thirty days after receipt of the Notice of Liquidation by the Buyer. The aggregate liability not including the Assignment Expense (as defined below) of the Seller for all Claims under this Section 12 shall not exceed Two Hundred and Fifty Thousand Dollars ($250,000). In addition, for a period of 60 days following Closing (the "Seller Period"), Seller agrees to seek consent to assignment at the expense, if any, of Buyer, of Seller's rights under that certain Software License with FlexiInternational Software, Inc. (the "Flexi License") to the Company. Immediately after the Seller Period, if Seller has failed to secure consent to assignment of such rights under the Flexi License, for a 30-day period (the "Buyer Period") Buyer shall have the right to seek consent to assignment, at the expense, if any, of Buyer of such rights under the Flexi License or obtain a license for a replacement product performing the function served by the software under the Flexi License. During such 90-day period (including the Seller Peri...
Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article 14, Seller agrees to indemnify, defend, and hold harmless Purchaser and its officers, directors, shareholders, employees and agents (collectively, the "Purchaser Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser Indemnitees by reason of, resulting from, based upon, or arising out of:
(a) the breach of any representation or warranty of Seller contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate, Schedule, or Exhibit furnished by Seller in connection herewith or therewith;
(b) the breach of any covenant or agreement of Seller contained in or made pursuant to this Agreement or any other Acquisition Document;
(c) any Excluded Liability;
(d) the failure to deliver good, valid and marketable title to any of the Acquired Assets and the encroachment of any building, structures or other improvements, including pavement, currently located on the Real Property onto the property of others including public rights-of-way and the location of any buildings or other structures currently located on the Real Property in violation of any set back lines or requirements imposed pursuant to zoning or other ordinances now existing or existing at the time of the construction of buildings or structures;
(e) any act or omission of Seller (as to the Real Property and Leased Real Property), or any previous owner or operator (as to the Real Property) of the underground storage tanks that are now or previously have been located on the Real Property or Leased Real Property (the "Seller USTs") that would prevent Seller from qualifying for reimbursement by the [Georgia Petroleum Storage Tank Remediation Fund] or any other state having similar remediation funds for costs associated with contamination caused by the Seller USTs; and
(f) any Environmental Liabilities. Seller also indemnifies Purchaser to the same extent Seller has indemnified the landlords under the Real Property Leases being assumed by Purchaser hereunder relating to actions taken or omissions occurring prior to Closing.
Agreement of Seller to Indemnify. Subject to the terms and conditions of this Agreement, Xxxxxx agrees to indemnify, defend, and hold harmless, Purchaser from, against, for, and in respect of any and all Losses asserted against, or paid, suffered, or incurred by, Purchaser and resulting from, based upon, or arising out of:
(a) the material breach of any representation or warranty of Seller or Company contained in or made pursuant to this Agreement or in any Schedule or Closing Document furnished by Seller in connection herewith which survives the Closing Date by virtue of Section 6.1;
(b) a material breach of or failure to perform any covenant or agreement of Seller or the Company made in this Agreement; and
(c) Seller's ownership of, and Company's operation of its business or its ownership of any of the assets being purchased by Purchaser pursuant to this Agreement and any Losses related to any litigation involving the Company for claims arising out of or in connection with operations of the Company prior to the Closing.
Agreement of Seller to Indemnify. Seller will indemnify, defend, and hold harmless, to the full extent of the law, Purchaser and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Purchaser and its shareholders by reason of, resulting from, based upon or arising out of:
(a) the breach by Seller of any representation or warranty of Seller contained in or made pursuant to this Agreement, any Seller Document or any certificate or other instrument delivered pursuant to this Agreement; or
(b) the breach or partial breach by Seller of any covenant or agreement of Seller made in or pursuant to this Agreement, any Seller Document or any certificate or other instrument delivered pursuant to this Agreement.
Agreement of Seller to Indemnify. (a) Subject to the conditions and provisions of SECTION 17.3 hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer Indemnified Persons from and against and in any respect of all Claims asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Persons (whether such Claims are by, against or relate to Seller or any other party, including a governmental entity), directly or indirectly, by reason of or resulting from:
(i) any misrepresentation or breach of any representation or warranty, or noncompliance with any conditions or other agreements, given or made by Seller in this Agreement or in any document furnished by or on behalf of Seller pursuant to this Agreement;
(ii) any Operational Receivables which are not collected by Buyer as and when such Operational Receivables become due and owing; PROVIDED, HOWEVER, that with respect to such uncollected Operational Receivables, (A) Buyer shall use such internal collection procedures as are deemed advisable in Buyer's reasonable discretion, it being understood, however, that unless instructed to do so by and at the expense of Seller, Buyer shall not be obligated to employ counsel or use any other outside collection procedures;
Agreement of Seller to Indemnify. Subject to the terms ----------------------------------- and conditions of this Article 14, Seller agrees to indemnify, defend, and hold harmless Purchaser and its officers, directors, and employees (collectively, the "Purchaser Indemnitees") from, against, for, and in respect of any and all Losses relating to, imposed upon, or incurred by the Purchaser Indemnitees by reason of, resulting from, based upon, or arising out of:
(a) the breach of any representation or warranty of Seller contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate, Schedule, or Exhibit furnished by Seller in connection herewith or therewith;
(b) the breach of any covenant or agreement of Seller contained in or made pursuant to this Agreement or any other Acquisition Document;
(c) any Excluded Liability;
(d) the failure to deliver good, valid and marketable title to any of the Acquired Assets, subject only to the Permitted Encumbrances;
(e) any duties, obligations, liabilities or other Losses in connection with those certain industrial development revenue bonds issued by Orem City, Utah in 1981 in the principal amount of $680,000 for the benefit of Xxxxx Corporation (the "Orem City Bonds") and any and all loan agreements, promissory notes or other documents, agreements or instruments executed in connection therewith (other than any duties, obligations, liabilities or other Losses with respect to the Orem City Bonds arising as a result of the breach by Purchaser of its covenant set forth in Section 7.6 hereof); and
(f) as provided in Section 7.3.
Agreement of Seller to Indemnify. Subject to the conditions and limitations set forth in this Section 10, Seller hereby agrees to indemnify, defend and hold harmless Buyer from and against and in respect of all Claims asserted against, imposed upon, resulting to or incurred by Buyer, any Group Company or any of their Affiliates arising out of or resulting from any breach of any representation, warranty, covenant or agreement given or made by Seller in this Agreement. In the event that Buyer makes any claim hereunder in respect of Seller's indemnity set forth in this Section 10, Seller shall be entitled, for a period of 30 days following receipt of any such claim, to try to put Buyer in the same position that Buyer would have been in had the breach of representation, warranty, covenant or agreement underlying such claim not occurred. If Seller fails to do so within such 30 day period, Buyer shall be entitled to make a claim for indemnification pursuant hereto.
