Common use of Indemnification by Assignor Clause in Contracts

Indemnification by Assignor. The Company and each of the Assignors shall, jointly and severally, indemnify and hold harmless each Assignee Party (hereinafter defined) in respect of any and all Indemnifiable Losses resulting from or relating to: (a) any and all liabilities and obligations of the Greenbriar Parties of any nature whatsoever, except for the Assumed Liabilities; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to the Greenbriar Parties, the Businesses, the Assigned Assets or any affiliate of the Greenbriar Parties in which the initial event giving rise thereto occurred prior to the Closing or which results from or arise out of any action or inaction prior to the Closing of the Greenbriar Parties, or any director, officer, employee, agent, representative or subcontractor of any Greenbriar Party, including without limitation, the litigation described on Schedule 3.1(h)(2); (c) nonperformance or breach of any representation or warranty on the part of any Greenbriar Party under this Agreement or any other Transaction Document, or any misrepresentation in or omission from any certificate furnished to the Lone Star Parties pursuant hereto; (d) nonfulfillment of any covenant or agreement on the part of any Greenbriar Party under this Agreement or any other Transaction Document; (e) any failure of the Company, any Assignor or Assignee to comply with any bulk sales or transfer law (including the bulk sales provisions of the Uniform Commercial Code in any jurisdiction) of any jurisdiction applicable to the sale and transfer of the Assigned Assets contemplated hereby; (f) all sales or transfer taxes in respect of real or personal property which may be due as a result of the sale taking place pursuant to this Agreement; (g) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorney's fees, court costs and expenses incident to any of the foregoing; or (h) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and thereby.

Indemnification by Assignor. The Company (a) Assignor hereby agrees that from and each of after the Assignors shallClosing it shall indemnify, jointly and severally, indemnify defend and hold harmless Purchaser and its respective Affiliates, and their respective directors, officers, employees (other than the Transferred Business Employees), agents and their heirs, successors and permitted assigns, each Assignee Party in their capacity as such (hereinafter definedthe “Purchaser Indemnified Parties”) from, against and in respect of any and all Indemnifiable Losses resulting from or relating to: (a) any and all liabilities and obligations of the Greenbriar Parties of any nature whatsoeverdamages, except for the Assumed losses, charges, Liabilities; (b) any and all , claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Purchaser Indemnified Parties, whether in respect of third-party claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to claims between the Greenbriar Parties, the Businesses, the Assigned Assets or any affiliate of the Greenbriar Parties in which the initial event giving rise thereto occurred prior to the Closing or which results from or arise out of any action or inaction prior to the Closing of the Greenbriar Partiesparties hereto, or any directorotherwise, officerdirectly or indirectly relating to, employee, agent, representative or subcontractor of any Greenbriar Party, including without limitation, the litigation described on Schedule 3.1(h)(2);arising out of: (c1) nonperformance or any breach of any representation or warranty on made by Assignor under ARTICLE V for the part period such representation or warranty survives, it being understood that for purposes of this Section 13.2 any qualifications in the text of any Greenbriar Party under this Agreement such representation or any other Transaction Documentwarranty relating to materiality, Material Adverse Effect, or any misrepresentation in Knowledge shall be disregarded for purposes of determining whether such representation or omission from any certificate furnished to warranty was breached or the Lone Star Parties pursuant heretoamount of Losses; (d2) nonfulfillment any breach of any covenant or agreement on the part of any Greenbriar Party under Assignor contained in this Agreement or any other Transaction Document;Agreement; and (e3) any failure of the Company(i) the Excluded Liabilities (including, for the avoidance of doubt, any Assignor or Assignee to comply with any bulk sales or transfer law (including the bulk sales provisions of the Uniform Commercial Code litigation disclosed in any jurisdictionSchedule 5.6) or (ii) Liens that are not Permitted Liens or (iii) or the conduct of any jurisdiction applicable the Retained Business after the Primary Closing Date. (b) Assignor shall not be liable to the sale and transfer of the Assigned Assets contemplated hereby; Purchaser Indemnified Parties for (fi) all sales or transfer taxes any Losses in respect of real Section 13.2(a)(1) for any individual claim (or personal property which may be due as group of directly related claims) less than twenty thousand dollars ($20,000) (each a result “de minimis loss”) or (ii) any Losses in respect of Section 13.2(a)(1) unless the Losses therefrom exceed an aggregate amount (including all Losses attributable to Assignor) equal to one million two hundred thousand ($1,200,000), and then only for Losses in excess of that amount and up to an aggregate amount equal to twenty-five percent (25%) of the sale taking place pursuant to this Agreement; (g) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorney's fees, court costs and expenses incident to any of the foregoing; or (h) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and therebyPurchaser Premium.

Indemnification by Assignor. The Company (a) Assignor hereby agrees that from and each of after the Assignors shallClosing it shall indemnify, jointly and severally, indemnify defend and hold harmless Purchaser and its respective Affiliates, and their respective directors, officers, employees (other than the Transferred Business Employees), agents and their heirs, successors and permitted assigns, each Assignee Party in their capacity as such (hereinafter definedthe “Purchaser Indemnified Parties”) from, against and in respect of any and all Indemnifiable Losses resulting from or relating to: (ai) any and all liabilities and obligations of the Greenbriar Parties of any nature whatsoeverdamages, except for the Assumed losses, charges, Liabilities; (b) any and all , claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively, “Losses”) or (ii) Designated Loan Losses, in either case of (i) or (ii) imposed on, sustained, incurred or suffered by, or asserted against, any of the Purchaser Indemnified Parties, whether in respect of third-party claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to claims between the Greenbriar Parties, the Businesses, the Assigned Assets or any affiliate of the Greenbriar Parties in which the initial event giving rise thereto occurred prior to the Closing or which results from or arise out of any action or inaction prior to the Closing of the Greenbriar Partiesparties hereto, or any directorotherwise, officerdirectly or indirectly relating to, employee, agent, representative or subcontractor of any Greenbriar Party, including without limitation, the litigation described on Schedule 3.1(h)(2);arising out of: (c1) nonperformance or any breach of any representation or warranty on made by Assignor under ARTICLE V for the part period such representation or warranty survives, it being understood that for purposes of this Section 13.2 any qualifications in the text of any Greenbriar Party under this Agreement such representation or any other Transaction Documentwarranty relating to materiality, Material Adverse Effect, or any misrepresentation in Knowledge shall be disregarded for purposes of determining whether such representation or omission from any certificate furnished to warranty was breached or the Lone Star Parties pursuant heretoamount of Losses; (d2) nonfulfillment any breach of any covenant or agreement on the part of any Greenbriar Party under Assignor contained in this Agreement or (including under Section 8.3(c) with respect to any other Transaction Document;Designated Purchased Loans); and (e3) any failure of the Company(i) the Excluded Liabilities (including, for the avoidance of doubt, any Assignor or Assignee to comply with any bulk sales or transfer law (including the bulk sales provisions of the Uniform Commercial Code litigation disclosed in any jurisdictionSchedule 5.6) or (ii) Liens that are not Permitted Liens or (iii) or the conduct of any jurisdiction applicable the Retained Business after the Primary Closing Date. (b) Assignor shall not be liable to the sale and transfer of the Assigned Assets contemplated hereby; Purchaser Indemnified Parties for (fi) all sales or transfer taxes any Losses in respect of real Section 13.2(a)(1) for any individual claim (or personal property which may be due as group of directly related claims) less than twenty thousand dollars ($20,000) (each a result “de minimis loss”) or (ii) any Losses in respect of Section 13.2(a)(1) unless the Losses therefrom exceed an aggregate amount (including all Losses attributable to Assignor) equal to one million two hundred thousand ($1,200,000), and then only for Losses in excess of that amount and up to an aggregate amount equal to twenty-five percent (25%) of the sale taking place pursuant to this Agreement; (g) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorney's fees, court costs and expenses incident to any of the foregoing; or (h) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and therebyPurchaser Premium.

Indemnification by Assignor. The Company and each of the Assignors shall, jointly and severallyAssignor shall defend, indemnify and hold Assignee, any present or future officer, director, employee, affiliate, stockholder or agent of Assignee and its or their respective successors and assigns, harmless each Assignee Party (hereinafter defined) in respect of any and from, all Indemnifiable Losses arising out of, resulting from from, caused by or relating attributable to: (a) any and all liabilities and obligations The License Agreements to the extent relating to the acts or omissions of Assignor before the effectiveness of the Greenbriar Parties of any nature whatsoever, except for the Assumed Liabilitiesassignments contemplated by this Agreement; (b) the failure of any representation or warranty of Assignor contained in this Agreement, to be true and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to the Greenbriar Parties, the Businesses, the Assigned Assets or any affiliate correct as of the Greenbriar Parties in which the initial event giving rise thereto occurred prior to the Closing Agreement Date or which results from or arise out of any action or inaction prior to the Closing as of the Greenbriar Parties, or any director, officer, employee, agent, representative or subcontractor date of any Greenbriar Party, including without limitation, the litigation described on Schedule 3.1(h)(2)a Closing; (c) nonperformance or breach of any representation or warranty on the part of any Greenbriar Party under failure by Assignor to perform its obligations contained in this Agreement or in any other Transaction Document, or any misrepresentation in or omission from any certificate furnished to the Lone Star Parties pursuant heretomaterial respect; (d) nonfulfillment of any covenant or agreement on the part of any Greenbriar Party under this Agreement or any other Transaction Documentobligations or liabilities of Assignor not expressly assumed by Assignee pursuant to the License Agreements; (e) any failure of the Company, liability for (or any Assignor or Assignee liability applicable to comply any Indemnified Party as a result of) noncompliance with any bulk sales sales, bulk transfer or transfer law (including the bulk sales provisions of the Uniform Commercial Code in any jurisdiction) of any jurisdiction sales, creditors’ rights, fraudulent conveyance or similar laws applicable to the sale and transactions contemplated by this Agreement (or any transfer of the Assigned Assets Shares by Assignor) or any claim asserting that any transactions contemplated herebyby this Agreement (or any transfer of Shares by Assignor) constitutes a fraudulent conveyance or any similar claim; (f) all sales or any taxes resulting from the transfer taxes in respect of real or personal property which may be due as a result of the sale taking place pursuant to this AgreementLicense Agreements contemplated herein; (g) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorney's fees, court costs and expenses incident to any the failure of the foregoingLicense Agreements and any other intellectual property or assets assigned to Assignee hereunder to be free and clear of all liens, third party claims, security interests, or other encumbrances; or (h) any and all actionsviolation of any insolvency, suitscreditors’ rights, claimsfraudulent transfer or fraudulent conveyance laws, statutes, rules or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate regulations applicable to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and therebyAssignor.

Indemnification by Assignor. The Company (a) Assignor hereby agrees that from and each of after the Assignors shallClosing it shall indemnify, jointly and severally, indemnify defend and hold harmless Purchaser and its respective Affiliates, and their respective directors, officers, employees (other than the Transferred Business Employees), agents and their heirs, successors and permitted assigns, each Assignee Party in their capacity as such (hereinafter definedthe “Purchaser Indemnified Parties”) from, against and in respect of any and all Indemnifiable Losses resulting from or relating to: (a) any and all liabilities and obligations of the Greenbriar Parties of any nature whatsoeverdamages, except for the Assumed losses, charges, Liabilities; (b) any and all , claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, and costs and expenses (including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation and ongoing monitoring, reasonable attorneys’ fees, and reasonable out of pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Purchaser Indemnified Parties, whether in respect of third-party claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to claims between the Greenbriar Parties, the Businesses, the Assigned Assets or any affiliate of the Greenbriar Parties in which the initial event giving rise thereto occurred prior to the Closing or which results from or arise out of any action or inaction prior to the Closing of the Greenbriar Partiesparties hereto, or any directorotherwise, officerdirectly or indirectly relating to, employee, agent, representative or subcontractor of any Greenbriar Party, including without limitation, the litigation described on Schedule 3.1(h)(2);arising out of: (c1) nonperformance or any breach of any representation or warranty on made by Assignor under Article V for the part period such representation or warranty survives, it being understood that for purposes of this Section 13.2 any qualifications in the text of any Greenbriar Party under this Agreement such representation or any other Transaction Documentwarranty relating to materiality, Material Adverse Effect, or any misrepresentation in Knowledge shall be disregarded for purposes of determining whether such representation or omission from any certificate furnished to warranty was breached or the Lone Star Parties pursuant heretoamount of Losses; (d2) nonfulfillment any breach of any covenant or agreement on the part of any Greenbriar Party under this Agreement or any other Transaction Document; (e) any failure of the Company, any Assignor or Assignee to comply with any bulk sales or transfer law (including the bulk sales provisions of the Uniform Commercial Code contained in any jurisdiction) of any jurisdiction applicable to the sale and transfer of the Assigned Assets contemplated hereby; (f) all sales or transfer taxes in respect of real or personal property which may be due as a result of the sale taking place pursuant to this Agreement; (g) all actions, suits, proceedings, demands, assessments, judgments, reasonable attorney's fees, court costs and expenses incident to any of the foregoing; or (h3) any and all actionsof (i) the Excluded Liabilities, suits(ii) Liens that are not Permitted Liens, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Assignee Party that relate to this Agreement or any (iii) the conduct of the other Transaction Documents Retained Business after the Closing Date or (iv) the transactions contemplated hereby conduct of the Non-Assigned Transferred Business after the Closing. (b) Assignor shall not be liable to the Purchaser Indemnified Parties for (i) any Losses in respect of Section 13.2(a)(1) for any individual claim (or group of directly related claims) less than twenty thousand dollars ($20,000) (each a “de minimis loss”) or (ii) any Losses in respect of Section 13.2(a)(1) unless the Losses therefrom exceed an aggregate amount (including all Losses attributable to Assignor) equal to two hundred fifty thousand dollars ($250,000), and therebythen only for Losses in excess of that amount and up to an aggregate amount equal to twenty-five percent (25%) of the Purchaser Premium.

Indemnification by Assignor. The Company and each (a) Notwithstanding the Closing, and, subject to Assignee's performance of the Assignors shallits obligations under Section 5.9, jointly and severallyregardless of any investigation made at any time by or on behalf of Assignee or any information Assignee may have, Assignor shall indemnify and hold Assignee harmless each from and against and with respect to, and shall reimburse Assignee Party (hereinafter defined) in respect of for any and all Indemnifiable Losses resulting damages, liabilities, costs, settlements, fines, penalties, diminution in value, claims, actions, inquiries, demands, suits, legal or administrative proceedings, losses and expenses, including reasonable legal fees ("Damages") which may be made, assessed or otherwise incurred by the Assignee (collectively "Assignee's Losses") arising from or relating toin connection with any of the following: (ai) Any untrue representation, breach of warranty or non-fulfillment or breach of any covenant by Assignor contained herein or in any Schedule, certificate, document or instrument delivered to Assignee hereunder; (ii) Any and all obligations of Assignor not assumed by Assignee pursuant to the terms hereof; (iii) Assignor's operation of the Xxxx Store or ownership of the Assets prior to 12:01 a.m. USA Eastern Standard Time on the Closing Date, including any and all liabilities and obligations of the Greenbriar Parties of any nature whatsoever, except for arising under the Assumed LiabilitiesLiabilities or otherwise which relate to events occurring prior to the Closing Date; (biv) any and all actions, suits, claims, Any products manufactured or legal, administrative, arbitration, governmental sold or other proceedings services performed or investigations against any Assignee Party that relate to the Greenbriar Parties, the Businesses, the Assigned Assets or any affiliate of the Greenbriar Parties in which the initial event giving rise thereto occurred promised but not performed by Assignor prior to the Closing or which results from or arise out of any action or inaction prior to by Assignor after the Closing pursuant to Section 4.2(e) of the Greenbriar Parties, or any director, officer, employee, agent, representative or subcontractor of any Greenbriar Party, including without limitation, the litigation described on Schedule 3.1(h)(2); (c) nonperformance or breach of any representation or warranty on the part of any Greenbriar Party under this Agreement or any other Transaction Document, or any misrepresentation in or omission from any certificate furnished to the Lone Star Parties pursuant hereto; (d) nonfulfillment of any covenant or agreement on the part of any Greenbriar Party under this Agreement or any other Transaction Document; (e) any failure of the Company, any Assignor or Assignee to comply with any bulk sales or transfer law (including the bulk sales provisions of the Uniform Commercial Code in any jurisdiction) of any jurisdiction applicable to the sale and transfer of the Assigned Assets contemplated hereby; (f) all sales or transfer taxes in respect of real or personal property which may be due as a result of the sale taking place pursuant to this Asset Purchase Agreement; (gv) The securing of any Consents by Assignor, including any demands by the Landlord that it is owed any profit or compensation under Section 12 of the Xxxx Store Lease; and (vi) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, reasonable attorney's fees, court costs and expenses expenses, including reasonable legal fees and expenses, incident to any of the foregoing; orforegoing or incurred in enforcing this indemnity. (hb) Notwithstanding the foregoing, any claim by Assignee for indemnification by Assignor under (i)-(vi) above ("Claim") may not be made (unless otherwise provided in this Agreement) until and all actionsunless the aggregate value of Assignee's Losses when aggregated with any of Buyer's Losses (as defined in the Asset Purchase Agreement) exceed USD 100,000, suitswhereupon Assignee shall be entitled to be indemnified for the full amount of Assignee's Losses. (c) If the Closing occurs, claims, Assignor shall have no liability (for indemnification or legal, administrative, arbitration, governmental otherwise) with respect to any representation or other proceedings or investigations against any Assignee Party that relate to warranty under this Agreement made as of the date of this Agreement or any as of the other Transaction Documents Closing Date, unless on or before December 31, 1999, Assignor is given notice asserting a Claim with respect thereto and specifying the transactions contemplated hereby and therebyfactual basis of that Claim in reasonable detail to the extent then known by the Assignee. A Claim for indemnification based upon any covenant or agreement to be performed by Assignor after the Closing Date may be made at any time within six (6) months after the time for performance has elapsed. (d) No breach by Assignee of its obligations under Section 5.9 shall affect its right to indemnification hereunder unless the Assignee's Losses for which it seeks indemnification are directly related to the specific breach by Assignor which Assignee did not disclose to Assignor pursuant to Section 5.9.