INDEMNIFICATION AND PAYMENT OF DAMAGES. Upon the effectiveness of the NorthStar Merger, the NorthStar stockholders, jointly and severally, shall be deemed to indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by the Acquired Companies in this Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by the Acquired Companies pursuant to this Agreement;
(b) any Breach of any representation or warranty made by the Acquired Companies in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 7.2(d)(vi) as having caused the condition specified in Section 7.2 not to be satisfied;
(c) any Breach by any Acquired Company of any covenant or obligation of such Acquired Company in this Agreement;
(d) any Breach by Seller Representative of any covenant or obligation of Seller Representative in this Agreement or any NorthStar Closing Document;
(e) any services provided by any Acquired Company prior to the Closing Date;
(f) any matter disclosed in Part 3.6 (NorthStar Loans USA) of the Disclosure Letter;
(g) any claim by a holder of a NorthStar Option with respect to treatment of such Option or the Option Notice or Option Consideration; or
(h) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES. Each Party (an "Indemnifying Party") will indemnify and hold harmless the other parties and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Indemnifying Party in this Agreement, or any schedule, certificate or document delivered by the Indemnifying Party pursuant to this Agreement;
(b) any breach of any representation or warranty made by the Indemnifying Party in this Agreement as if such representation or warranty were made on and as of the Closing Date;
(c) any breach by the Indemnifying Party of any of its covenants or obligations in this Agreement;
(d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the Company (or any person acting on its behalf) in connection with any of the Transactions. The remedies provided in this Section 7.2 will not be exclusive of or limit any other remedies that may be available to Investor or the other Indemnified Persons.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY TGI......................27 9.4 ESCROW.............................................................28 9.5 PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS..................28 9.6 PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS........................29 9.7
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY SELLER --ENVIRONMENTAL MATTERS. In addition to the provisions of Section 10.2, Seller will indemnify and hold harmless Buyer, the Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with:
a. any Environmental, Health, and Safety Liabilities arising out of or relating to:
(i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or any Acquired Company has or had an interest, or (B) any Hazardous Materials or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or
(ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by Seller or any Acquired Company or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by Seller or any Acquired Company or by any other Person for whose conduct they are or may be held responsible; or
b. any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of Seller or any Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies prior to the Closing Date, or from Hazardous Material that was
(i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilit...
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY INVESTOR Investor will indemnify and hold harmless Seller and HEICO, and will pay to Seller, HEICO and their respective representatives, stockholders, controlling persons and Affiliates ("Seller Indemnified Persons") the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Investor in this Agreement or in any certificate delivered by Investor pursuant to this Agreement, and (b) any Breach by Investor of any covenant or obligation of Investor in this Agreement. The remedies provided in this Section 5.3 will be the exclusive remedies that will be available to Seller and HEICO or the Seller Indemnified Persons pursuant to this Agreement.
INDEMNIFICATION AND PAYMENT OF DAMAGES by Parent and Surviving -------------------------------------------------------------- Corporation. ----------- Purchaser (prior to Closing), and Parent and Surviving Corporation (collectively, the "Purchaser Indemnifying Persons") will indemnify and hold harmless the Company (prior to Closing), Xxxxxxx and the Shareholder Trust (the "Seller Indemnified Persons"), and will pay to the Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with (a) any breach of any representation or warranty made by Parent and Purchaser in this Agreement or in any certificate delivered by Parent and Purchaser pursuant to this Agreement, (b) any breach by Parent and Purchaser of any covenant or obligation of Parent and Purchaser in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Parent and Purchaser (or any Person acting on their behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY TGI.........................................22 6.4
INDEMNIFICATION AND PAYMENT OF DAMAGES. The Buyer and the Parent shall jointly and severally indemnify and hold harmless the Sellers, and shall pay to the Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (i) any Breach of any representation or warranty made by the Buyer or the Parent in this Agreement (without giving effect to any standard of materiality) or in any certificate delivered by the Buyer or the Parent, as applicable, pursuant to this Agreement, (ii) any Breach by the Buyer or the Parent of any covenant or obligation of Buyer or the Parent, as applicable, in this Agreement, or (iii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES by Buyer ----------------------------------------------- Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions, and (d) the ownership, operation, and management by Buyer of the Acquired Companies, and the operations and activities of the Acquired Companies, from and after the Closing Date, except to the extent Buyer is indemnified by Sellers or Xxxxxxxxxx with respect to such matters pursuant to Sections 10.2 or 10.3 above.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY SELLER AND VENTURI... 54 10.3
