Indemnifiable Matters Sample Clauses

Indemnifiable Matters. Seller and the Company shall indemnify, defend and hold harmless the Buyer, and its respective officers, directors, shareholders, employees and agents (separately and collectively referred to as the “Indemnitee”), against and in respect of: (i) all liabilities and other obligations of the Seller and the Company of any nature, whether accrued, absolute, contingent, or otherwise, existing at the Closing date, to the extent not disclosed in this Agreement or the Exhibits attached hereto, including, without limitation, all liabilities and other obligations arising out of negligent acts or omissions of the Seller and the Company or its agents, employees, directors, officers, representatives or contractors, and all liabilities and other obligations arising out of or based upon transactions entered into, prior to the Closing date, and all federal or state tax liabilities accrued, or measured by the Company’s income or sales, for any period prior to and including the Closing Date; (ii) all liabilities and other obligations arising out of or based upon business transactions entered into or otherwise conducted on behalf of customers by Seller as an employee of the Company before the Closing date; (iii) any claim, suit, obligation, liability, loss, damage, injury or expense, arising directly out of, connected with, related to, or resulting from any breach of any covenant, written representation, warranty or agreement made by Seller or the Company in this Agreement, except to the extent that Buyer’s conduct gives rise to the foregoing in connection with performance of those acts identified in the recitals herein; (iv) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing to include, without limitation, attorneys’ fees and costs for all arbitration proceedings, civil trials and appeals, whether incurred before, during or after arbitration, trial or appeal.

Indemnifiable Matters. Sellers shall indemnify, defend and hold harmless the Buyer, and its respective officers, directors, shareholders, employees and agents (separately and collectively referred to as the "Indemnitee"), against and in respect of: (i) all liabilities and other obligations of the Sellers of any nature, whether accrued, absolute, contingent, or otherwise, existing at the Closing date, to the extent not disclosed in this Agreement or the Exhibits attached hereto, including, without limitation, all liabilities and other obligations arising out of negligent acts or omissions of the Sellers or their agents, employees, directors, officers, representatives or contractors, and all liabilities and other obligations arising out of or based upon transactions entered into, prior to the Closing date, and all federal or state tax liabilities accrued, or measured by Seller’s income or sales, for any period prior to and including the Closing Date; (ii) any claim, suit, obligation, liability, loss, damage, injury or expense, arising directly out of, connected with, related to, or resulting from any breach of any covenant, written representation, warranty or agreement made by Sellers in this Agreement, except to the extent that Buyer’s conduct gives rise to the foregoing in connection with performance of those acts identified in the recitals herein;

Indemnifiable Matters. By virtue of the Merger, subject to the provisions of this Article VIII, from and after the Effective Time, the Indemnifying Parties agree to severally and not jointly, in accordance with their respective Pro Rata Portions, indemnify, defend and hold harmless Parent and its directors, officers and other employees, Affiliates (including the Surviving Corporation), agents and other representatives (each, an “Indemnified Party”) from and against all Claims, losses, liabilities, damages, deficiencies, costs, interest, awards, judgments, Taxes, penalties and expenses, including reasonable attorneys’ and consultants’ fees and expenses and including any such expenses incurred in connection with investigating, defending against or settling any of the foregoing (each, a “Loss”) paid, suffered, incurred or sustained by the Indemnified Parties, or any of them, directly or indirectly, as a result of, arising out of or in connection with the following (the “Indemnifiable Matters”): (i) (A) any failure of any representation or warranty (other than any Fundamental Representations) made by the Company in this Agreement to be true and correct as of the date of this Agreement or as of the Closing Date with the same force and effect as if such representation or warranty had been made at and as of the Closing Date; and (B) any failure of any representation or warranty made by the Company in any Certificate executed and delivered by the Company to be true and correct at and as of the date of such Certificate; (ii) (A) any failure of any Fundamental Representations to be true and correct as of the date of this Agreement or as of the Closing Date with the same force and effect as if such representation or warranty had been made at and as of the Closing Date; and (B) any failure of any Fundamental Representation made by the Company in any Certificate to be true and correct at and as of the date of such Certificate; (iii) any breach of or failure by the Company to perform or comply with any covenant or agreement applicable to it set forth in this Agreement prior to the Closing; (iv) any (A) Claims by or purportedly on behalf of any current or former holder or alleged holder of any security of the Company (including any predecessors) in their capacity as such (1) relating to or arising out of this Agreement, any Certificates, the transactions contemplated hereby or thereby, the allocation of the Total Consideration, except for claims to enforce this Agreement or with respect to bre...

Indemnifiable Matters. Section 8.2(vii) of the Asset Purchase Agreement shall be deleted in its entirety.

Indemnifiable Matters