Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company Subsidiary, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against, and shall reimburse Buyer and the Buyer Indemnified Persons for, any and all losses, Liabilities, Actions, deficiencies, diminution of value, expenses (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a third-party claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):
(a) Any breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, any Ancillary Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer;
(b) Any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; and
(c) Any Damages relating to an Excluded Subsidiary, including without limitation, arising out of a Company or Company Subsidiary's ownership, prior to the Closing, of any securities of an Excluded Subsidiary.
Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its representatives, shareholders, subsidiaries and related persons (collectively, the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a third-party claim, arising from or in connection with:
(a) any Breach of any representation or warranty made by Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;
(b) any breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;
(c) any Liability arising out of the ownership or operation of the Assets prior to the Closing other than the Assumed Liabilities;
(d) any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any person or entity with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein;
Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its Representatives, shareholders, Subsidiaries and Related Persons (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses), whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with:
(a) any Breach of any representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure Schedule, (iii) any transfer instrument, or (iv) any transfer instrument delivered pursuant to Section 2.5;
(b) any Breach of any covenant, agreement, or obligation of Seller in this Agreement or in any transfer instrument delivered pursuant to Section 2.5;
(c) any Third-Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates conducted, existing or arising on or prior to the Closing Date;
(d) any Broker Fee incurred by Seller, its Related Persons or their respective Representatives in connection with any of the Contemplated Transactions;
(e) any Assumed Liabilities; or
(f) (i) any Taxes of SWH (or Seller or other Affiliate of SWH) or otherwise relating to the Business or the Assets (including, for the avoidance of doubt, assets of the Acquired Subsidiaries) with respect to any Tax period (or portion thereof) ending on or before the Closing Date, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital; or (ii) other Taxes of SWH (or Seller or other Affiliate of SWH) due and payable at or prior to the Effective Time that becomes a Liability of Buyer by operation of contract or Legal Requirement, except to the extent that such Taxes are included as a liability in the computation of Closing Working Capital.
Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its employees, directors, Representatives, stockholders and subsidiaries (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses), whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with:
(a) any Breach of any representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure Letter, (iii) Seller’s Closing Documents delivered pursuant to Section 2.6, (iv) any transfer instrument or (v) any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing pursuant to this Agreement;
(b) any Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument executed and delivered by Seller at or prior to Closing pursuant to this Agreement;
(c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Date other than the Assumed Liabilities;
(d) any amount representing fees and expenses or other costs attributable to Seller arising out of or in connection with the Contemplated Transactions;
(e) any litigation pending or threatened on the Closing Date against Seller; or
Indemnification and Reimbursement by Seller. Seller shall indemnify and hold harmless Buyer, and its directors, stockholders, members, partners, employees, representatives, and agents (collectively, the "BUYER INDEMNIFIED PERSONS"), and shall reimburse the Buyer Indemnified Persons, for any loss, liability, claim, damage or expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) 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 Seller in this Agreement, or the certificates delivered pursuant to SECTION 1.7;
(b) any breach of any covenant or obligation of Seller in this Agreement; and
(c) any Retained Liabilities.
Indemnification and Reimbursement by Seller. (a) Seller will indemnify and hold harmless Buyer, and will reimburse Buyer for any Losses, arising from, related to or in connection with:
(i) any inaccuracy in or any breach of any representation or warranty of Seller contained in this Agreement; and
(ii) any breach of any covenant or agreement of Seller contained in this Agreement.
(b) Notwithstanding Section 11.2(a):
(i) Seller shall only be obligated to indemnify Buyer under Section 11.2(a)(i) if the aggregate amount of Losses suffered under Section 11.2(a)(i) exceeds 1% of the Purchase Price (the “Basket Amount”) and in such case, only to the extent in excess of the Basket Amount;
(ii) the maximum aggregate indemnification obligation of Seller under Section 11.2(a)(i) shall be 10% of the Purchase Price (the “General Cap”); and
(iii) the maximum aggregate indemnification obligation of Seller under Section 11.2(a) shall be the Purchase Price. Notwithstanding anything to the contrary herein, the limitations on indemnity set forth in Section 11.2(b) shall not be applicable to: (A) any claim described in Section 11.6(a); or (B) any claim arising out of a breach of any of the Specified Representations.
Indemnification and Reimbursement by Seller. Seller shall indemnify and hold harmless Buyer and its Related Persons (collectively, the "INDEMNIFIED PERSONS"), and shall reimburse the Indemnified Persons, for any loss, liability, claim, damage, 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 from or in connection with:
(a) any Breach of any representation or warranty made by Seller in or pursuant to this Agreement or any other certificate or document delivered by Seller pursuant to this Agreement;
(b) any Breach by Seller of any covenant or obligation of Seller 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 any such Person with either Seller or the Company (or any Person acting on their behalf) in connection with this Agreement or the transactions contemplated herein.
Indemnification and Reimbursement by Seller. Seller will indemnify and hold harmless Buyer, and its Representatives, shareholders, subsidiaries and Related Persons (collectively, the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (collectively, "Damages"), arising from or in connection with:
(a) any Breach of any representation or warranty made by Seller in (i) this Agreement (without giving effect to any supplement to the Disclosure Schedule), (ii) the Disclosure Schedule, (iii) the supplements to the Disclosure Schedule, (iv) the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Disclosure Schedule, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;
Indemnification and Reimbursement by Seller. Seller will indemnify, hold harmless and defend Buyer and its Representatives, shareholders, subsidiaries and Affiliates (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, Liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (collectively, “Damages”), arising from or in connection with:
9.2.1 any breach of any representation and warranty made by Seller in this Agreement or any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;
9.2.2 any breach of any covenant or obligation of Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;
9.2.3 any Liability arising out of the ownership or use of the Acquired Assets or the conduct of the Business prior to the Effective Time; or
9.2.4 any Retained Liabilities.
Indemnification and Reimbursement by Seller. Seller will defend, indemnify and hold harmless Buyer, and its representatives, members, subsidiaries and affiliated entities (collectively the "Buyer Indemnified Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a third-party claim (collectively "Damages"), arising from or in connection with:
(i) Any breach of any representation or warranty made by Seller in: (i) this Agreement; (ii) the certificates or resolutions delivered pursuant to this Agreement; (iii) any transfer instrument; or (iv) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, first discovered/identified by Buyer after the Closing;
(ii) Any other breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement which is not cured within any applicable notice, grace or cure period; and
(iii) Any other breach of this Agreement by Seller which is not cured within any applicable notice, grace or cure period. Notwithstanding the foregoing, Xxxxx is not entitled to indemnification for Damages arising out of, or in connection with, any violation of the environmental representations and warranties of Seller in Section 10.
