Indemnification by Buyer and Parent. (a) Subject to the other terms and conditions of this ARTICLE X, Buyer shall indemnify and defend each of the Members and their Affiliates and each of their respective affiliates, officers, directors, managers, members, partners, equityholders, subsidiaries, employees, successors, heirs, assigns, agents and representatives and their respective (collectively, the “Member 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 Member Indemnitees based upon, arising out of, with respect to or by reason of:
(i) any inaccuracy in or breach of any of the representations or warranties of Buyer or Parent contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer or Parent pursuant to this Agreement or any Ancillary Document; or
(ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer or Parent pursuant to this Agreement or any Ancillary Document; provided that Buyer’s liability for Losses by the Member Indemnitees attributed pursuant to Section 10.2(a) will not exceed the Cap; provided further that Buyer’s liability in connection with claims arising from the breach of any Buyer Fundamental Representation shall not exceed the Fundamental Cap. Buyer’s liability in connection with claims arising from fraud, criminal activity or willful misconduct will not be limited by the foregoing limitations.
(b) Subject to the other terms and conditions of this ARTICLE X, Parent shall indemnify and defend each of the Member 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 Member Indemnitees based upon, arising out of, with respect to or by reason of any breach of the obligations of Parent or Buyer pursuant to Section 3.3(a) or Section 3.3(b); provided that Parent’s liability for Losses by the Member Indemnitees attributed pursuant to this Section 10.2(b) will not exceed the Purchase Price (less any amounts previously paid by Buyer or Parent to Seller or the Members pursuant to Section 3.3(a) or Section 3.3(b)).
Indemnification by Buyer and Parent. 33 12.05 CONDITIONS OF INDEMNIFICATION FOR THIRD PARTY CLAIMS.......34 12.07
Indemnification by Buyer and Parent. Buyer and Parent shall defend, indemnify and hold harmless the Seller, its successors and assigns (Seller and such persons, collectively, "Seller's Indemnified Persons"), and shall reimburse Seller's Indemnified Persons, for, from and against all Losses imposed on or incurred by Seller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty, or any breach or non-fulfillment of any covenant, agreement or other obligation of Buyer or Parent under this Agreement or any certificate or other document delivered or to be delivered pursuant hereto; and (b) any obligation of Buyer relating to the License Agreements or any other matter arising out of or related to the operation of the Business arising after the Closing Date.
Indemnification by Buyer and Parent. Subject to the other terms of this Article 7, Buyer and Parent, jointly and severally, will indemnify, defend and hold harmless the Sellers and each of the Sellers’ Other Indemnified Persons from and against all Losses suffered, sustained, incurred or paid that arise out of, relate to or result from, directly or indirectly, any:
(a) breach of any representation or warranty made by Buyer or Parent herein or in any Ancillary Document of Buyer or Parent, respectively;
(b) breach of any covenant or agreement of Buyer or Parent herein or in any Ancillary Document of Buyer or Parent, respectively;
(c) conduct of the Business or ownership, use, condition, possession or operation of any of the Acquired Assets after Closing, other than any such Losses for which any Seller is obligated to provide indemnification under Section 7.1 (or for which any Seller would have been obligated to provide indemnification under Section 7.1 but for any limitation contained elsewhere in this Article 7)
(d) Assumed Liability; or
(e) Proceeding arising out of, relating to or resulting from any of the foregoing.
Indemnification by Buyer and Parent. Subject to Sections 8.1 and 8.2, Buyer and Parent agree to, and shall, jointly and severally, indemnify Seller, its Affiliates and the partners, officers, directors, employees, representatives, trustees and agents of each of them (the "Seller Indemnified Parties") and hold each of them harmless, against and in respect of any and all Indemnifiable Damages resulting from, or in respect of, any of the following:
(a) Any misrepresentation, breach of warranty or non-fulfillment of any obligation or covenant on the part of Buyer or Parent under this Agreement or any of the Other Closing Documents executed and delivered by Buyer or Parent, other than the covenants in Sections 3.2, 3.4(b), 7.4, 7.7, 7.8 and 7.10;
(b) Any breach of the covenants in Sections 3.2, 3.4(b), 7.4, 7.7, 7.8 and 7.10 on the part of Buyer or Parent; and
Indemnification by Buyer and Parent. In the event xxxx the transactions provided for in this Agreement are completed and it is subsequently determined that the Sellers have or are subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Buyer and the Parent, or either of them, pursuant to this Agreement, notwithstanding any investigations made by the Sellers or their representatives, the Buyer and the Parent unconditionally covenant and agree, jointly and severally, to indemnify and save harmless the Sellers for the amount of such Claims. Any Claim against the Buyer and the Parent under this section shall be in writing and shall be made within 120 days of the date of which such representation, warranty or covenant ceases to survive according to the provisions of this Agreement. The Sellers shall forthwith notify the Buyer and the Parent of any liability or Claim for which the Buyer and the Parent, or either of them, may be liable hereunder promptly after the Sellers receive notice thereof and the Buyer and the Parent shall have the right to participate in any negotiations with respect thereto. The Buyer and the Parent shall at all times have the right, at their joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Sellers for which the Buyer and the Parent may be liable hereunder, provided the Buyer and the Parent first admit to the Sellers that if there is a liability in respect of such Claim, the Buyer and the Parent are responsible for such liability.
Indemnification by Buyer and Parent. (a) For the period commencing on the Closing Date and ending, as the case may be, upon the expiration of the periods specified in Section 9.1 hereof, Buyer and Parent will, subject to the limitations set forth in Section 9.1 hereof, indemnify, defend and hold harmless Seller and its Affiliates, and their respective directors, officers, employees, shareholders, attorneys, accountants and agents (“Seller Indemnified Parties”) against and in respect of all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses incurred in investigating, preparing or defending any claims covered hereby, excluding, however, any consequential and punitive damages, diminution in value and lost profits except in the event of claims based on fraud as set forth in Section 9.6 below) (collectively, “Losses”) sustained or incurred arising out of any breaches of Buyer’s and Parent’s representations, warranties, covenants and agreements set forth in this Agreement (other than representations, warranties, covenants and agreements set forth in Article V, as to which the indemnification provisions set forth in Article V will govern).
(b) Any payments due to Seller pursuant to this Section 9.2 or Article V will be satisfied by the Buyer within 10 days of the liability for such payment maturing in accordance with Section 9.5 hereof by wire transfer to an account designated by Seller in the Claim Notice. Any amounts paid under this Section 9.2 or Article V will be treated as an adjustment to the Purchase Price for all Tax purposes.
Indemnification by Buyer and Parent. Buyer and Parent jointly and severally agree to indemnify and hold Seller and its representatives, affiliates and persons serving as officers, directors or employees thereof and the Stockholder (individually a "Seller Indemnified Party" and collectively the "Seller Indemnified Parties") harmless from and against any damages, liabilities, losses and expenses (including, without limitation, reasonable fees of counsel) 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) a breach of any representation, warranty or covenant made by Buyer in this Agreement or in any certificate delivered by Buyer hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting such a breach; and
(b) any failure by Buyer to perform and discharge any of the Liabilities as set forth in this Agreement.
Indemnification by Buyer and Parent. Except as otherwise limited by this ARTICLE IX, Buyer and Parent shall, jointly and severally, indemnify, defend and hold harmless Seller, each Principal and their respective Affiliates and each officer, manager, employee, agent and representative of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from:
(a) any breach of any representation or warranty of Buyer and/or Parent in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement to which any of them is a party or made in connection herewith);
(b) any breach of any covenant, obligation or agreement of Buyer and/or Parent in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement to which any of them is a party or made in connection herewith and therewith);
(c) the existence of, or the failure of Buyer to pay, perform or discharge when due, any Assumed Liability after the Closing; and
(d) enforcing the Seller Indemnified Parties’ indemnification rights provided for hereunder.
Indemnification by Buyer and Parent. Subject to the conditions and provisions of Section 12.05, Buyer and Parent, jointly and severally, hereby agree to pay and to indemnify, defend and hold harmless the Seller Indemnitees from and against all demands, claims, complaints, actions, suits, proceedings, investigations, arbitrations, or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, imposed upon or incurred by a Seller Indemnitee, directly or indirectly (hereinafter a "Loss" or "Losses"), by reason of or resulting from (a) any misrepresentation or breach of the representations and warranties of Buyer contained in or made pursuant to this Agreement; (b) any noncompliance by Buyer with any covenants, agreements or undertakings of Buyer contained in or made pursuant to this Agreement; (c) without limiting the generality of the foregoing, any violation of law or breach of fiduciary duty or other obligation with respect to any plan or arrangement assumed by Buyer or LLC pursuant to Section 6.02 that occurs on or after the Effective Time; or (d) any environmental liability arising out of, relating to, or resulting from operations of the Business or the Assets on or after the Effective Time.
