Indemnification by Buyer. (a) From and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with:
(i) any breach or inaccuracy of any of the representations and warranties made by Buyer in this Agreement; and
(ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.
(b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement.
(c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim.
(d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.
Indemnification by Buyer. (a) Buyer hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless Visant, its Affiliates and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Visant Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Visant Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from (i) subject to Section 8.3(b), any breach or inaccuracy of any representation or warranty made by Buyer set forth in this Agreement, any Ancillary Agreement or any document delivered pursuant to this Agreement; it being understood that for purposes of this Section 8.3(a) any qualifications as to materiality or material adverse effect contained in such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached; and (ii) any breach of a covenant or agreement of Buyer contained in this Agreement, any Ancillary Agreement or any document delivered pursuant to this Agreement.
(b) Buyer shall not be liable to the Visant Indemnified Parties for any Losses with respect to the matters contained in Section 8.3(a)(i) unless the Losses therefrom exceed an aggregate amount equal to the Threshold; (ii) if such Losses in the aggregate exceed $2,250,000, Buyer shall be liable for the full amount of such Losses but only to the extent such aggregate Losses are in excess of the amount of the Threshold, and provided that Buyer shall not be liable for Losses in excess of 15% of the Purchase Price, and (iii) Buyer shall only be liable with respect to claims for indemnification made on or before the last day of the applicable Survival Period.
Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following:
(a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;
(b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement;
(c) the Assumed Liabilities;
(d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller 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 incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI).
Indemnification by Buyer. The Buyer hereby agrees to indemnify the Seller and the Company, and hold them harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Seller or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.
Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VIII, Buyer shall indemnify and defend each of Sellers and its Affiliates and their respective Representatives (collectively, the “Sellers 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 incurred or sustained by, or imposed upon, Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI).
Indemnification by Buyer. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Seller and Xxxxxxx, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify set forth in this Agreement) on the part of such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, or (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities.
Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.
Indemnification by Buyer. 45 Section 9.3.
Indemnification by Buyer. Buyer agrees to indemnify and hold the ------------------------ Seller and their respective affiliates and persons serving as officers, directors or employees thereof and the Stockholders (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel and accountants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
(a) fraud, intentional misrepresentation or a deliberate or wilful breach by Buyer of any representation, warranty or covenant under this Agreement or in any certificate, schedule or exhibit delivered as part of or pursuant to this Agreement;
(b) any other breach of any representation or warranty made by Buyer in this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or any Warranty Claim;
(c) any breach of any covenant or agreement made by or on behalf of Buyer in this Agreement, or in any certificate, schedule or exhibit delivered by or on behalf of Buyer as part of or pursuant to this Agreement; or
(d) any failure by Buyer to perform and discharge any of the Assumed Liabilities as set forth in this Agreement. The rights of Seller Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (c) or (d) of this Section 6.3 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation, warranty or agreement referred to in clauses (a) or (b) of this Section 6.3.
