Indemnification by Acquiror. (a) Subject to the limitations set forth in this Section 12, from and after the Effective Time, Acquiror shall protect, defend, indemnify and hold harmless Transferor, Transferor's Affiliates, and each of their respective officers, directors, employees, representatives and agents (each of the foregoing Persons is hereinafter referred to individually as a "Transferor Indemnified Person" and collectively as "Transferor Indemnified Persons") from and against any and all Damages, that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Acquiror contained in this Agreement, including any exhibits or schedules attached hereto, known to Transferor prior to the Survival Termination Date.
(b) Notwithstanding the foregoing, Transferor may not receive any compensation from Acquiror under this Section 12 unless and until a certificate signed by an officer of Transferor (a "Transferor Officer's Certificate")
(i) identifying Damages related to an individual claim in excess of $50,000 and in an aggregate amount in excess of $150,000 and (ii) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or incurred (or the basis for such anticipated liability), and the nature of the misrepresentation, breach of warranty or claim to which such item is related, has been delivered to Acquiror and such amount is determined pursuant to this Section 12 to be payable, in which case Transferor shall receive cash in an amount equal in value to the dollar amount of such Damages in excess of the Basket. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Acquiror shall be disregarded. In no event shall the amount of Damages required to be indemnified by Acquiror under the provisions of this Section 12.3 exceed $7.5 million.
Indemnification by Acquiror. Subject to the other terms and conditions of this Article 10, from and after the Closing, Acquiror shall indemnify and defend Contributor and its Affiliates and their respective representatives, including directors, managers, officers, employees, consultants, financial advisors, counsel and accountants (collectively, the “Contributor Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Contributor Indemnitees:
(a) as a result of any breach of any of the representations or warranties of Acquiror contained in this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date;
(b) as a result of any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Acquiror Parties, or which Acquiror was obligated to cause SUN LLC to perform, pursuant to this Agreement; and
(c) pursuant to Section 7.7.
Indemnification by Acquiror. (a) From and after the Closing, and subject to the other provisions of this Article VIII, Acquiror shall indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, stockholders, partners, members, employees and agents and their heirs, successors and permitted assigns, each in their capacity as such (collectively, the “Seller Indemnified Persons”) against, and reimburse any Seller Indemnified Person for, all Losses that such Seller Indemnified Person may suffer or incur, or become subject to, directly or indirectly arising out of or resulting from, whether in respect of Third Party Claims, claims between any of the parties hereto, or otherwise:
(i) any failure of any representation or warranty made by Acquiror in this Agreement (without giving effect to any materiality qualification (e.g., “material” or “materiality”), to be true and correct;
(ii) any breach or failure by Acquiror to perform any of its covenants or agreements made in this Agreement, or any other instrument, certificate or document delivered by Acquiror or any of its Affiliates pursuant to this Agreement;
(iii) any Third Party Claims in respect of Assumed Liabilities; and
(iv) the ownership, operation or conduct of the Acquired Business from and after the Closing (to the extent that Seller is not obligated to indemnify the Acquiror Indemnified Persons therefor pursuant to Section 8.01(a)).
(b) Notwithstanding any other provision to the contrary, (i) Acquiror shall not be required to indemnify, defend or hold harmless any Seller Indemnified Person for any Losses pursuant to Section 8.02(a)(i) (other than in respect of any breach of the representations and warranties contained in Sections 4.01 and 4.08 (the “Acquiror Fundamental Representations”)) (A) in respect of any single claim or series of related claims or claims arising out of the same type of underlying facts, events and circumstances unless such Losses are in respect of Qualifying Claims and (B) until the aggregate amount of the Seller Indemnified Persons’ Losses in respect of Qualifying Claims exceeds the Deductible Amount after which Acquiror shall only be obligated for such aggregate Losses of the Seller Indemnified Persons for Qualifying Claims in excess of the Deductible Amount; provided that the cumulative indemnification obligation of Acquiror (x) under Section 8.02(a)(i), other than in respect of breaches of any of the Acquiror Fundamental Representations, shall in no event exceed t...
Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:
13.2.1 a material breach by Acquiror of any representation, warranty or covenant of Acquiror contained herein or in any Schedule or certificate delivered by it hereunder;
13.2.2 any liability under the Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Acquiror, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact relating to Acquiror, required to be stated therein or necessary to make the statements therein not misleading.
Indemnification by Acquiror. (a) Subject to Section 11.1, from and after the Closing until the termination of the Survival Period, Acquiror agrees to indemnify and fully defend, save and hold each holder of Common Stock, In-the-Money Options or Warrants and their respective directors, officers, agents and employees (the “Stockholder Indemnitees”) harmless if any Stockholder Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys’ fees and expenses), deficiency, interest, penalty, impositions, assessments or fines (collectively, “Stockholder Losses”) arising out of or resulting from, or shall pay or become obligated to pay any sum on account of (i) any breach of any representation or warranty of the Acquiror or Merger Sub contained in this Agreement or in any certificate delivered to the Company by Acquiror or Merger Sub at the Closing, and (ii) any breach of any covenant to be performed by Acquiror or Merger Sub prior to the Closing pursuant to this Agreement.
(b) (i) Notwithstanding any other provision of this Agreement, the Stockholder Indemnitees shall have no right to any payment under Section 11.3(a) unless the aggregate amount to which all Stockholder Indemnitees are entitled by reason of all such claims under Section 11.3(a) exceeds the Basket Amount, it being understood that once the Basket Amount is exceeded, the aggregate amount of all such claims shall be payable from the first dollar of Stockholder Losses; provided, however, the Basket Amount shall not be applicable with respect to any claim for Stockholder Losses arising out of or resulting from any untruth or inaccuracy in the representations and warranties set forth in Sections 3.1 and 3.2, and the Stockholder Indemnitees shall be entitled to payment of the aggregate amount of all such claims from the first dollar of Stockholder Losses.
Indemnification by Acquiror. Without limiting or otherwise affecting the indemnity provisions of any Ancillary Agreement, but subject to the limitations set forth in this Article VIII, from and after the Closing Date, Acquiror will indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Seller Indemnitees from and against any and all Losses that result from or arise out of, whether prior to or following the Closing, any of the following items (without duplication):
(a) any Assumed Liability, including the failure of Acquiror, any other member of the Acquiror Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, in due course and in full, any such Assumed Liability;
(b) any breach by Acquiror or any other member of the Acquiror Group of any covenant to be performed by such Persons pursuant to this Agreement or any Ancillary Agreement at or after the Closing; and
(c) any breach of any of the representations and warranties contained in Article III of this Agreement.
Indemnification by Acquiror. Acquiror agrees to save, defend and indemnify current holders of Company Common Stock who will receive shares of Acquiror Preferred Stock as a result of the consummation and closing of the Merger, against and hold each of them harmless from any and all damages arising from the breach of any of Acquiror’s representations, warranties, covenants or agreements contained herein or the documents executed by Acquiror in connection herewith, which arise during the Indemnification Period.
Indemnification by Acquiror. (a) Subject to Sections 8.02(b), 8.03, 8.04, 8.06, 8.07 and 10.01, Acquiror shall indemnify, defend and hold harmless Seller and their respective Affiliates (including the Indemnitor, but not the Company or the Company Subsidiaries) and Representatives (collectively, the "Seller Indemnified Parties") against, and reimburse each Seller Indemnified Party for, all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
(i) any inaccuracy of any representation or warranty made by Acquiror in this Agreement or in the certificate referred to in Section 6.01(a)(iii);
(ii) any failure by Acquiror to perform or comply with any of its covenants or agreements contained in this Agreement; and
(iii) any Third Party Claim to the extent relating to or arising out of any injury or death of any person or any property damage inflicted by any Representatives of Acquiror during any entry on or inspection of the Real Property Assets, including any invasive testing, performed by or on behalf of Acquiror pursuant to Section 2.08(c), but excluding any claims arising from (i) property damage arising from discovery of an existing condition during such inspection or testing and (ii) the presence of groundwater monitoring xxxxx, which at Seller's option, Acquiror will either cause to be filled and abandoned in accordance with applicable Law or left intact and functional.
Indemnification by Acquiror. Subject to the terms and conditions of this Article X, from and after the Closing, Acquiror will indemnify, defend and hold Seller, its Affiliates, and their respective directors, officers, representatives, employees and agents harmless from and against any and all claims, actions, suits, demands, assessments, judgments, losses, liabilities, damages, costs, royalties, payments, license fees and expenses (including interest, penalties, reasonable attorneys' fees, accounting fees and investigation costs) (collectively, "LIABILITIES") resulting from or arising out of (i) any breach of any representation or warranty of Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, or (ii) any breach of any covenant of Acquiror contained herein or in any other closing document delivered by Acquiror in connection herewith, which covenant requires performance by Acquiror after the Closing, or (iii) the operation by Acquiror of the Business after the Closing, except to the extent Seller is required to indemnify Acquiror with respect thereto; (iv) any matter or item disclosed on Schedules 3.7, 3.8 (other than items 1 and 5(a) and (b) disclosed thereon), 3.10, or 3.13, (v) any liability reserved against or included in the Financial Statements or the Closing Date Balance Sheet or reserved against or included in the Final Net Worth but in both cases only to the extent of the reserve or accrual for such liability, or (vi) any liability, including, but not limited to, liabilities relating to Hazardous Materials or Environmental Laws, of either of the Companies or relating to the Business with respect to which Seller is not required to indemnify Acquiror pursuant to this Agreement.
Indemnification by Acquiror. Subject to the terms of this Article VII, from and after the Closing, Acquiror shall indemnify and hold harmless the Contributor Parties and their current and future Affiliates and indirect and direct equity holders, members, directors, managers, officers, employees and agents of the foregoing (collectively, the “Contributor Indemnified Parties” and, together with the Acquiror Indemnified Parties, the “Indemnified Parties”), to the fullest extent permitted by Law, from and against, and pay to the applicable Contributor Indemnified Parties the amount of any and all Losses to which a Contributor Indemnified Party suffers, incurs, sustains or becomes subject to, whether or not involving a Third Party Claim, based upon, attributable to or resulting from (including any and all Proceedings, demands or assessments arising out of):
(a) any inaccuracy, untruth or breach of any representation or warranty made by Acquiror in this Agreement and in any certificate delivered pursuant hereto; and
(b) any breach of any covenant or other agreement on the part of Acquiror contained in this Agreement.
