Common use of Buyer Indemnification Clause in Contracts

Buyer Indemnification. Buyer agrees to indemnify Seller and PDK and their respective officers, directors, employees and representatives (the "Seller Indemnitees") and hold them harmless against any Loss which any Seller Indemnitee may suffer, sustain or become subject to, as the result of (i) the breach by Buyer of any representation, warranty, covenant or agreement made by Buyer contained in this Agreement or in any writing delivered by Buyer in connection with this Agreement (without taking into account any disclosures made by Buyer pursuant to Section 6.7 hereof), (ii) any action, demand, proceeding, investigation or claim by a third party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of Buyer, (iii) any claims of any brokers or finders claiming by, through or under Buyer or (iv) the assertion against any Seller Indemnitee of any liability or claim against any Seller Indemnitee relating to any Assumed Liability. With respect to any claim or claims for breaches of representations and warranties contained in Article 6 hereof, Buyer will not be liable with respect to any such claim unless written notice of a possible claim for indemnification with respect to such breach or alleged breach is given by PDK to Buyer on or before the first anniversary of the Closing Date, it being understood that so long as such written notice is given on or prior to such date, such representations and warranties shall continue to survive until such matter is resolved. Notwithstanding the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in this Article 8, shall survive the Closing and will not be subject to any time limitations. With respect to claim or claims for breaches or alleged breaches of representations and warranties contained in Article 6 hereof, Buyer will not have any obligation to indemnify any Seller Indemnitee from and against such Losses by reason of all such breaches (or alleged breaches) until the Seller Indemnitees have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $50,000, and then only to the extent that such Losses exceed such amount.

Appears in 3 contracts

Samples: Asset Purchase Agreement (PDK Labs Inc), Asset Purchase Agreement (Futurebiotics Inc), Asset Purchase Agreement (Futurebiotics Inc)

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Buyer Indemnification. Buyer agrees to will indemnify Seller Seller, each of its officers and PDK and their respective officers, directors, employees partners, members and representatives each person controlling Seller within the meaning of Section 15 of the 1933 Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the "Seller Indemnitees") and hold them harmless against foregoing incurred in settlement of any Loss which any Seller Indemnitee may sufferlitigation, sustain commenced or become subject tothreatened, as the result arising out of or based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the breach statements therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation by Buyer of the 1933 Act, the 1934 Act, state securities laws or any representation, warranty, covenant rule or agreement made by Buyer contained in this Agreement or in any writing delivered by regulation promulgated under such laws applicable to Buyer in connection with this Agreement (without taking into account any disclosures made by such registration, and in each case, Buyer pursuant to Section 6.7 hereof)will reimburse Seller, (ii) each of its officers and directors, partners, members and each person controlling Seller, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, demand, proceeding, investigation or claim by a third party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of Buyer, (iii) any claims of any brokers or finders claiming by, through or under Buyer or (iv) the assertion against any Seller Indemnitee of any liability or claim against any Seller Indemnitee relating to any Assumed Liability. With respect to any claim or claims for breaches of representations and warranties contained in Article 6 hereof, provided that Buyer will not be liable with respect to in any such claim unless written notice of a possible claim for indemnification with respect to such breach or alleged breach is given by PDK to Buyer on or before the first anniversary of the Closing Date, it being understood that so long as such written notice is given on or prior to such date, such representations and warranties shall continue to survive until such matter is resolved. Notwithstanding the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in this Article 8, shall survive the Closing and will not be subject to any time limitations. With respect to claim or claims for breaches or alleged breaches of representations and warranties contained in Article 6 hereof, Buyer will not have any obligation to indemnify any Seller Indemnitee from and against such Losses by reason of all such breaches (or alleged breaches) until the Seller Indemnitees have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $50,000, and then only case to the extent that any such Losses exceed claim, loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to Buyer by an instrument duly executed by Seller or controlling person, and stated to be specifically for use therein, (B) the use by Seller of an outdated or defective prospectus after Buyer has notified Seller in writing that the prospectus is outdated or defective or (C) Seller’s failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the 1933 Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such amountperson if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 7.09(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Asset Purchase Agreement (RXi Pharmaceuticals Corp), Asset Purchase Agreement (Opko Health, Inc.)

Buyer Indemnification. Buyer agrees to Parties shall, jointly and severally, indemnify the Seller and PDK its successors and their respective officerspermitted assigns (collectively, directors, employees and representatives (the "Seller Indemnitees"Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse the Seller Parties in respect of any Loss which any such Seller Indemnitee may sufferParty suffers, sustain sustains or become becomes subject to, arising from or as the result of of: (i) the breach by either Buyer Party of any representationrepresentation or warranty made by such Buyer Party contained in this Agreement, warranty, any other Transaction Document or any certificate delivered by Buyer to the Seller pursuant hereto; (ii) the breach of any covenant or agreement made to be performed by either Buyer Party contained in this Agreement or the other Transaction Documents; (iii) the arrangement of the Debt Financing (including any action taken in accordance with Section 8.9); or (iv) the operations, conduct, errors or omissions of the Company after the Closing Date; provided, that with respect to any writing delivered by Buyer in connection with this Agreement (without taking into account any disclosures made claim for indemnification by Buyer pursuant to Section 6.7 hereof), 9.2(b)(i) (ii) any action, demand, proceeding, investigation or claim by a third party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise other than with regard to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of Buyer, (iii) any claims of any brokers or finders claiming by, through or under Buyer or (iv) the assertion against any Seller Indemnitee of any liability or claim against any Seller Indemnitee relating to any Assumed Liability. With respect to any claim Fundamental Representations or claims for breaches Actual Fraud in the making of the representations and warranties contained of the Buyer Parties in Article 6 hereof, this Agreement): (A) Buyer will not be liable shall have no liability for such claim unless the aggregate amount of Losses with respect to any such claim unless written notice of a possible claim for all indemnification with respect claims made pursuant to such breach or alleged breach is given by PDK to Buyer on or before Section 9.2(b)(i) exceeds the first anniversary of the Closing Date, it being understood that so long as such written notice is given on or prior to such date, such representations and warranties shall continue to survive until such matter is resolved. Notwithstanding the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in this Article 8, shall survive the Closing and will not be subject to any time limitations. With respect to claim or claims for breaches or alleged breaches of representations and warranties contained in Article 6 hereof, Buyer will not have any obligation to indemnify any Seller Indemnitee from and against such Losses by reason of all such breaches (or alleged breaches) until the Seller Indemnitees have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $50,000, Deductible and then only to the extent the Losses relating to such claims exceed the Deductible; provided, further, that in calculating whether the Deductible has been exceeded, only claims (or series of claims arising from the same or substantially similar facts or circumstances) for Losses in excess of the Mini-Basket shall be considered, and (B) Buyer’s maximum liability for all such claims shall not exceed the Cap; provided, that such limitation shall not apply to, and each Seller Party shall be entitled to make, claims for indemnification in respect of (i) Losses exceed such amountarising out of any inaccuracy or breach of any Fundamental Representation and (ii) Losses arising out of Actual Fraud in the making of the representations and warranties in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ichor Holdings, Ltd.)

Buyer Indemnification. Buyer hereby agrees to indemnify indemnify, defend and hold Seller and PDK its parent, affiliates, subsidiaries, lender(s), successors and assigns and each of their respective officersowners, members, shareholders, partners, directors, officers, managers, employees and representatives agents (collectively, the "Seller Indemnitees"”) harmless from and against any and all losses, actions, suits, claims, demands, judgments, liabilities, damages, penalties, costs (including without limitation court costs and costs of appeal) and hold them harmless against any Loss which any Seller Indemnitee may suffer, sustain or become subject expenses (including without limitation reasonable attorneys’ fees and costs and fees and costs of expert witnesses and consultants) incident to, as the result resulting from, or in any way arising out of or in connection with (i) any tort claim or breach of contract claim or other claim for money due and owing in connection with the ownership or operation of any of the Assets from and after the Closing; and/or (ii) any breach or default by Buyer of any representation, warranty, covenant or agreement made by of Buyer contained in this Agreement or in any writing delivered by Buyer other documents executed in connection with this Agreement herewith; and/or (without taking into account any disclosures made by Buyer pursuant to Section 6.7 hereof)iii) the Buyer’s ownership, (ii) any actionpossession, demand, proceeding, investigation use or claim by a third party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise to or evidence the existence of or relate to a breach occupancy of any of the representations, warranties, covenants or agreements of Buyer, (iii) any claims of any brokers or finders claiming by, through or under Buyer or Assets from and after Closing; and/or (iv) investigating, preparing or defending any litigation or proceeding (commenced or threatened) incident to the assertion against any Seller Indemnitee of any liability or claim against any Seller Indemnitee relating to any Assumed Liability. With respect to any claim or claims for breaches of representations and warranties contained in Article 6 hereof, Buyer will not be liable with respect to any such claim unless written notice of a possible claim for indemnification with respect to such breach or alleged breach is given by PDK to Buyer on or before the first anniversary enforcement of the Closing Date, it being understood that so long as such written notice is given on or prior to such date, such representations and warranties shall continue to survive until such matter is resolvedBuyer’s indemnification obligations hereunder. Notwithstanding the foregoing, any breaches or alleged breaches the Buyer and Seller acknowledge and agree that certain rights and obligations under this Agreement are to be assigned to LGO pursuant to the LGO Assignment and Assumption Agreement (as hereinafter defined); that the Buyer’s obligations under this Section 12(b) shall not apply to such rights and obligations; and Seller shall look solely to LGO for indemnification in connection with the rights and obligations assigned to LGO (as set forth more fully in the LGO Assignment and Assumption Agreement). The obligations of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in Buyer under this Article 8, Section 12(b) shall survive the Closing and will not be subject to any time limitations. With respect to claim or claims for breaches or alleged breaches of representations and warranties contained in Article 6 hereof, Buyer will not have any obligation to indemnify any Seller Indemnitee from and against such Losses by reason of all such breaches (or alleged breaches) until the Seller Indemnitees have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $50,000, and then only to the extent that such Losses exceed such amountClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lehigh Gas Partners LP)

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Buyer Indemnification. Effective at and after the Closing, Buyer agrees to indemnify Seller and PDK hereby indemnifies Seller, its Affiliates and their respective current and former directors, officers, directorsemployees, employees agents and representatives and their respective successors and assigns (the "Seller Indemnitees"Indemnified Persons”) against, and agrees to hold each of them harmless against from, and pay or reimburse them for, any Loss which and all Losses imposed on or incurred, sustained or suffered by any Seller Indemnitee may sufferIndemnified Person, sustain whether in respect of Third Party Claims or become subject toclaims between the parties hereto, as arising out of, or resulting from: (a) any Warranty Breach (disregarding for purposes of this Section 10.03 any qualifications relating to materiality, including the result of (iterm “Material Adverse Effect”) the breach provided that with respect to indemnification by Buyer of any representation, warranty, covenant or agreement made by Buyer contained in for Warranty Breaches pursuant to this Agreement or in any writing delivered by Buyer in connection with this Agreement Section 10.03 (without taking into account any disclosures made by Buyer other than Warranty Breaches pursuant to Section 6.7 hereof)4.01, Section 4.01 and Section 4.08) (iiA) any action, demand, proceeding, investigation or claim by a third party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements of Buyer, (iii) any claims of any brokers or finders claiming by, through or under Buyer or (iv) the assertion against any Seller Indemnitee of any liability or claim against any Seller Indemnitee relating to any Assumed Liability. With respect to any claim or claims for breaches of representations and warranties contained in Article 6 hereof, Buyer will shall not be liable with respect to for any individual Warranty Breach (and such claim Warranty Breach shall be disregarded for all purposes hereunder) unless written notice of a possible claim for indemnification the Losses with respect to such breach or alleged breach is given by PDK to Buyer on or before the first anniversary of the Closing Date, Warranty Breach exceeds $25,000 (it being understood that so long as such written notice is given on or prior all Warranty Breaches arising from the same nucleus of operative facts shall collectively be deemed an individual Warranty Breach for purposes of this clause (A)), (B) Buyer shall not be liable for Warranty Breaches unless the aggregate amount of Losses with respect to such date, such representations and warranties shall continue to survive until such matter is resolved. Notwithstanding Warranty Breaches exceeds the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in this Article 8, shall survive the Closing and will not be subject to any time limitations. With respect to claim or claims for breaches or alleged breaches of representations and warranties contained in Article 6 hereof, Buyer will not have any obligation to indemnify any Seller Indemnitee from and against such Losses by reason of all such breaches (or alleged breaches) until the Seller Indemnitees have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $50,000, Deductible and then only to the extent of such excess and (C) Buyer’s maximum liability for all such Warranty Breaches shall not exceed an amount equal to the Cap (provided that such Losses exceed such amountthe foregoing clauses (A), (B) and (C) shall not apply to any misrepresentation or breach of Section 4.01, Section 4.01 or Section 4.08 or any claim involving fraud or intentional or willful breach); (b) any breach of a covenant or agreement made or to be performed by Buyer or its Affiliates pursuant to this Agreement; and (c) the Off-Risk Business (including, for purposes of clarity, the part of the Business ceded to Buyer pursuant to the Core Coinsurance Agreement), except to the extent that Seller or its Affiliates has an obligation to indemnify Buyer pursuant to Section 10.02 or any AFLIAC Agreement as amended through the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hanover Insurance Group, Inc.)

Buyer Indemnification. Buyer hereby agrees to indemnify Seller and PDK Sellers and their respective directors, officers, directorsagents, representatives and employees and representatives (the collectively "Seller IndemniteesSellers") and to hold them Sellers harmless from and against any Loss which any Seller Indemnitee may suffer, sustain and all Damages incurred or become subject to, as suffered by Sellers arising out of or in respect of the result of following: (i) any breach of representation or warranty of Buyer under this Agreement, a claim for which, except for those representations and warranties of Buyer under Section 5(b) above, is asserted within two (2) years after the Closing Date; (ii) any breach by of representation or warranty of Buyer under Section 5(b)above, a claim for which is asserted within five (5) years and thirty (30) days after the Closing Date; (iii) any breach of any representation, warranty, a covenant or agreement made by Buyer contained in this Agreement or in any writing delivered by Buyer in connection with this Agreement (without taking into account any disclosures made to be performed by Buyer pursuant to this Agreement, a claim for which is asserted within four (4) years after the Closing Date (except that an alleged breach of Buyer's covenant to provide access to slides, specimens and records in accordance with Section 6.7 hereof7(d) above, shall have a claim period of five (5) years after the Closing Date or such longer time period as is required by law with respect to the retention of such slides, specimens and records); (iv) the Assumed Obligations; (v) the operation of the Assets and the Business from and after the Closing Date, (ii) any action, demand, proceeding, investigation except with respect to Damages incurred after the Closing Date that were caused by or claim by a third party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise to or evidence the existence of or relate to arose from a breach of any of the Sellers' representations, warranties, covenants or agreements contained in this Agreement and except for any alleged decline in the value of the Shares resulting from Buyer's operation of the Assets and Business after the Closing Date; (vi) except as provided in Section 7(c) above, any and all claims relating to the employment or termination of employment by Buyer of any Person, other than Key Persons, or for compensation and other of Buyer's employee benefits (including without limitation, (iiiits severance, disability or post-retirement, health, workers' compensation and death benefits) and any and all claims of any brokers or finders claiming by, through or under Buyer or (iv) the assertion against any Seller Indemnitee of any liability or claim against any Seller Indemnitee relating to any Assumed Liability. With respect to any claim or claims for breaches of representations and warranties contained in Article 6 hereof, Buyer will not be liable with respect to any such employee benefit or welfare plan maintained or contributed to by Buyer or any other claim unless written notice by any employee, other than Key Employees, of a possible claim Buyer, except as required to be paid by Sellers hereunder, for indemnification with respect to such breach any accrued compensation or alleged breach is given benefit owing or maintained by PDK Buyer arising out of services rendered to Buyer on or before the first anniversary of after the Closing Date; and (vii) Buyer's failure to pay any New York State bulk sales tax for which it is liable under Section 3(d), it being understood that so long as such written notice is given on or prior to such date, such representations and warranties shall continue to survive until such matter is resolved. Notwithstanding the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, including, without limitation, any breach or alleged breach of the covenants or agreements contained in this Article 8, shall survive the Closing and will not be subject to any time limitations. With respect to claim or claims for breaches or alleged breaches of representations and warranties contained in Article 6 hereof, Buyer will not have any obligation to indemnify any Seller Indemnitee from and against such Losses by reason of all such breaches (or alleged breaches) until the Seller Indemnitees have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $50,000, and then only to the extent that such Losses exceed such amountabove.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dianon Systems Inc)

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