Indemnification by Buyer Clause Samples
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Indemnification by Buyer. (a) Buyer agrees to defend, 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 or arising from (whether or not involving a Third Person Claim):
(i) any breach of any warranty or the inaccuracy of any representation of Buyer contained in Article VI of this Agreement (in each case, without giving effect to any “materiality,” or “Material Adverse Effect” or similar qualifiers or words of similar import contained in any such representation or warranty); or
(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 any individual Loss or Expense incurred by any Seller Group Member that does not exceed $50,000;
(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, 6.2(a), 6.3 and 6.4, as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Buyer exceeds $250,000, and once such amount is exceeded, Buyer shall indemnify the Seller Group Members for all Losses and Expenses from dollar one; and
(C) in no event shall the aggregate amount required to be paid by Buyer pursuant to clause (i) of this Section 11.2(a) (other than in respect of Sections 6.1, 6.2(a), 6.3 and 6.4) exceed $5,000,000.
(b) The indemnification provided for in Section 11.2(a) shall terminate 12 months after the Closing Date (and no claims shall be made by Seller under Section 11.2(a) thereafter), except that the indemnification by Buyer shall continue as to:
(i) the representations and warranties of Buyer set forth in Sections 6.1, 6.2(a), 6.3 and 6.4, as to which no time limitation shall apply;
(ii) the obligations of Buyer under the Instrument of Assignment and Assumption and the Equity Assignments, as to which no time limitation shall apply;
(iii) the covenants of Buyer set forth in Sections 8.3, 13.2, 13.6 and 13.13, as to all of which no time limitation shall apply;
(iv) all other covenants to be performed by Buyer hereunder following the C...
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 Sellers and their respective 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 (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI); or
(c) any Action of the type set forth in Section 8.03 of the Disclosure Schedules;
(d) any Action by any non-U.S. Employee based on a claim that such Employee’s terms and conditions of employment with Company, Buyer or any of their Affiliates upon or after the Closing are less favorable than such Employee’s current terms and conditions of employment with Parent or any of its Affiliates; provided, however, the Seller Indemnitees shall not be entitled to indemnification pursuant to Section 8.03(a) for any Losses arising out of a breach of Section 4.06 to the extent such breach is based on any inaccurate information concerning Sellers, the Acquired Companies or the Business that was provided by Sellers for purposes of preparing the HSR Exemption Letter or for use in Buyer’s determination of the HSR Exemption.
Indemnification by Buyer. (a) Subject to the limitations of Section 11.03(b), Buyer agrees to indemnify in full Seller, and its officers, directors, employees, agents and stockholders (collectively, the "Seller Indemnified Parties") and hold them harmless against any Losses which any of the Seller Indemnified Parties may suffer, sustain or become subject to as a result of (i) any misrepresentation in any of the representations and warranties of Buyer contained in this Agreement or in any certificate or other document delivered or to be delivered by Buyer pursuant to the terms of Section 8.02(f) of this Agreement, (ii) any breach of, or failure to perform, any agreement of Buyer contained in this Agreement, (iii) any Claims or threatened Claims against Seller arising out of the actions or inactions of Buyer with respect to the ownership or operation of the Assets or the Business after the Closing, or (iv) any Claims or threatened Claims against Seller arising out of any breach, violation or failure to comply by Buyer after the Closing Date with CERCLA or any similar state "superfund" law, all as amended from time to time (collectively, "Seller Losses").
(b) Buyer shall be liable to the Seller Indemnified Parties for any Seller Losses (i) only if Seller or another Seller Indemnified Party delivers to Buyer written notice, setting forth in reasonable detail the identity, nature and amount of Seller Losses related to such claim or claims prior to the expiration of any applicable period specified in Section 11.01, and (ii) only if the aggregate amount of all Seller Losses exceeds the Basket Amount, in which case Buyer shall be obligated to indemnify the Seller Indemnified Parties only for the excess of the aggregate amount of all such Seller Losses over the Basket Amount up to the Maximum Amount, which shall constitute the maximum aggregate liability of Buyer to Seller under this Agreement; provided that, any obligation of Buyer to indemnify Seller pursuant to clauses (ii), (iii) or (iv) of Section 11.03(a) shall not be subject to the time limitation of clause (i) of this sentence, the Basket Amount or the Maximum Amount limitation. A Seller Indemnified Party's failure to provide the detail required by clause (i) in the preceding sentence shall not constitute either a breach of this Agreement by the Seller Indemnified Party or any basis for Buyer to assert that the Seller Indemnified Party did not comply with the terms of this Section 11.03 sufficient to cause the Seller Indemnified Par...
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 hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, stakeholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller 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 (a) the Assumed Liabilities Related to each Specified Business, (b) any breach of a covenant or agreement of Buyer contained in this Agreement or (c) the Transferred Assets Related to each Specified Business, each Specified Business or the Transferred Employees to the extent attributable to the operation or ownership of the Transferred Assets Related to such Specified Business or such Specified Business, or the employment of the Transferred Employees following the Closing. Notwithstanding anything to the contrary set forth in this Agreement, to the extent that any Seller Indemnified Party is or becomes a shareholder or other equity holder of Parent or any of its Affiliates, indemnification hereunder shall not include Losses suffered by such Seller Indemnified Party (or its Affiliates) in such shareholder or other equity holder capacity by reason of (i) the indemnities being provided by Buyer hereunder or (ii) Losses suffered in such capacity in respect of any Transferred Assets or Assumed Liabilities.
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. After the Closing, Buyer shall assume, be -------------------------- responsible for, shall pay on a current basis, and shall indemnify, save, hold harmless, discharge and release Seller, its affiliates, its individual members and owners, its and their successors and permitted assigns, and all of their respective members, officers, employees, agents and representatives (collectively, "Seller Indemnified Parties") from and against any and all Liabilities arising from, based upon, related to or associated with (a) any act, omission, event, condition or circumstance involving or relating to the Gas Properties accruing or existing on or after the Effective Date; (b) liabilities and obligations assumed by Buyer pursuant to Section 11.2; (c) any act, omission, event, condition or circumstance involving or relating to the Properties accruing or existing before the Effective Date that was not properly asserted by Buyer on or prior to the date specified in Section 13.5.1; (d) any brokers' or finders' fees or commissions arising with respect to brokers or finders retained or engaged by any person other than Seller and resulting from or relating to the transactions contemplated in this Agreement; (e) the inaccuracy of any representation or warranty of Buyer set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; and (f) the breach of, or failure to perform or satisfy any of the covenants of Buyer set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement.
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.