Indemnification by Buyer Clause Samples
POPULAR SAMPLE Copied 8 times
Indemnification by Buyer. (a) Buyer agrees to indemnify and hold harmless each Seller Group Member from and against any and all Losses and Expenses incurred by such Seller Group Member in connection with, as a result of or arising from:
(i) any breach of any warranty or the inaccuracy of any representation of Buyer contained or referred to in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto; and
(ii) any breach by Buyer of any of its covenants or agreements, or any failure by Buyer to perform any of its obligations, in this Agreement; provided, however, that:
(A) Buyer shall not be required to indemnify and hold harmless under clause (i) of this Section 11.2(a) with respect to Losses and Expenses incurred by Seller Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 6.1 (Organization of Buyer), 6.2(a) (Authority of Buyer) and 6.3 (No Finder), as to which this proviso shall have no effect) if the aggregate amount of such Losses and Expenses related to any individual claim or series of related claims does not exceed $10,000; provided, that, once such amount is exceeded, Buyer shall indemnify the Seller Group Members for the entire amount of such Losses and Expenses (subject to clauses (B) and (C) below);
(B) Buyer shall not be required to indemnify and hold harmless under clause (i) of this Section 11.2(a) with respect to Losses and Expenses incurred by Seller Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 6.1 (Organization of Buyer), 6.2(a) (Authority of Buyer) and 6.3 (No Finder), as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Buyer exceeds $100,000, and once such amount is exceeded, Buyer shall indemnify the Seller Group Members for the amount of such Losses and Expenses in excess of $100,000; and
(C) the aggregate amount required to be paid by Buyer pursuant to clause (i) of this Section 11.1(a) (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 6.1 (Organization of Buyer), 6.2(a) (Authority of Buyer) and 6.3 (No Finder), as to which this proviso shall have no effect) shall not exceed $1,500,000.
(b) The indemnification provided for in Section 11.2(a) shall terminate eighteen (18) months after the...
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. From and after the Closing Date, BUYER shall indemnify, hold harmless and defend SELLER from and against all claims, losses, liabilities, demands and obligations, including without limitation reasonable attorneys' fees and operating expenses which SELLER may receive, suffer, or incur in connection with (i) any losses incurred by SELLER related to SELLER's compliance with instructions from BUYER made pursuant to Section 7.04 of this Agreement and not related to any negligence or malfeasance on the part of SELLER and (ii) operations and transactions occurring after the Closing and which involve the Assets transferred, the Deposit Liabilities or Office Loans and the other obligations and liabilities assumed pursuant to this Agreement. The obligations of BUYER under this Section 8.04 shall be contingent upon SELLER giving BUYER written notice (i) of the receipt by SELLER of any process and/or pleadings in or relating to any actions, suits or proceedings of the kinds described in this Section 8.04, including copies thereof, and (ii) of the assertion of any claim or demand relating to the Assets transferred to and/or the Deposit Liabilities or Office Loans and the other obligations and liabilities assumed by BUYER on or after the Closing, including, to the extent known to SELLER, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the preceding sentence shall be given within fifteen (15) days of the receipt by SELLER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. BUYER shall have the right, subject to the provisions of Section 8.05 hereof, to take over SELLER's defense in any such actions, suits, or proceedings through counsel selected by BUYER, to compromise and/or settle the same and to prosecute any available appeals or review of any adverse judgment or ruling that may be entered therein. The covenants and obligations of BUYER hereunder shall survive the Closing.
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. 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. 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.
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, 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);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Indemnification by Buyer. From and after the Closing, Buyer shall indemnify, defend, and hold each Seller harmless from and against any Loss arising out of, or relating to, (a) any breach of any representation or warranty made by Buyer in this Agreement or (b) any breach of any covenant to be performed or observed by Buyer under this Agreement.
Indemnification by Buyer. (a) Following the Closing, subject to the terms of this Article XII, Buyer agrees to indemnify and hold harmless Seller and its Affiliates (excluding the Companies) and their officers, directors, employees and representatives (collectively, the “Seller Indemnified Persons” and, together with the Buyer Indemnified Persons, an “Indemnified Party”) from and against any Losses incurred or suffered by any Seller Indemnified Person arising out of or resulting from (i) any breach or inaccuracy of any of the representations or warranties made by Buyer in Article VI of this Agreement as of the date of this Agreement or as if such representation or warranty was made on and as of the Closing, (ii) any breach of Buyer to perform any of its covenants in this Agreement that requires performance after the Closing Date or (iii) any Assumed Liabilities.
(b) Notwithstanding any other provision to the contrary, (i) with respect to claims for indemnification arising under Section 12.3(a)(i) (other than for a breach or inaccuracy of the Buyer Fundamental Representations), the cumulative indemnification obligations of Buyer shall in no event exceed $2,812,500, (ii) with respect to claims arising under (A) Section 12.3(a)(i) for a breach or inaccuracy of the Buyer Fundamental Representations or (B) Section 12.3(a)(ii), the cumulative indemnification obligations of Buyer shall in no event exceed the Purchase Price, (iii) with respect to claims for indemnification arising under Section 12.3(a)(i) (other than for a breach or inaccuracy of the Buyer Fundamental Representations), Buyer shall not be required to indemnify any Seller Indemnified Person until the aggregate amount of Losses incurred or suffered by the Seller Indemnified Persons exceeds $2,812,500. For the avoidance of doubt, (i) except for clause (ii) of this Section 12.3(b), none of the limitations set forth in this Section 12.3(b) shall apply to claims for indemnification under Section 12.3(a)(ii) or claims arising out of a breach of the Buyer Fundamental Representations, and (ii) none of the limitations set forth in this Section 12.3(b) shall apply to claims for indemnification under Section 12.3(a)(iii).
Indemnification by Buyer. 53 Section 8.04