Indemnification by Buyer Parties Sample Clauses

Indemnification by Buyer Parties. (a) Buyer Parties will jointly and severally indemnify in full the Sellers and hold them harmless against any Loss, whether or not actually incurred prior to the date referred to in Section 10.2(d), arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Buyer Parties contained in this Agreement or in any certificate delivered by or on behalf of Buyer Parties pursuant to this Agreement (any such breach or inaccuracy to be determined without regard to any qualification as to “materiality,” “in all material respects” or similar qualification), (ii) any breach of any of the agreements of Buyer Parties contained in this Agreement, (iii) the failure of Buyer Parties to assume, pay and discharge the Assumed Liabilities and (iv) any Liability resulting exclusively from the ownership or use of the Acquired Assets after Closing (“Seller Losses”). (b) Buyer Parties will indemnify the Sellers for the Seller Losses pursuant to Section 10.2(a)(i) only if the aggregate amount of all the Seller Losses attributable to Section 10.2(a)(i) exceeds $250,000 (the “Seller Basket Amount”), in which case Buyer Parties will be liable for the aggregate amount of the Seller Losses in excess of the Seller Basket Amount. (c) Buyer’s liability shall not exceed the Indemnification Limit for the Seller Losses resulting from breach of Section 10.2(a)(i). (d) If the Sellers have a claim for indemnification under this Section 10.2, the Sellers will deliver to Uranium One, as agent for the Buyer Parties, one or more written notices of the Seller Losses within 18 months after the Closing Date, except for Seller Losses arising from any breach of the agreements by the Buyer Parties made in Articles II, V, VI, VII, X or XI of this Agreement, for which Sellers will deliver the notice required by this sentence prior to six months after the expiration of the applicable statute of limitations. Buyer Parties will have no liability under this Section 10.2 unless the written notices required by the preceding sentence are given by the second anniversary of the Closing Date. Any written notice will state in reasonable detail the basis for the Seller Losses to the extent then known by the Sellers and the nature of the Seller Loss for which indemnification is sought, and it may state the amount of the Seller Loss claimed. If such written notice (or an amended notice) states the amount of the Seller Loss claimed and Buyer Parties notify the Sell...

Indemnification by Buyer Parties. Subject to the other terms and conditions of this Article VIII, Buyer Parties shall indemnify and defend each of the Seller and their Affiliates and 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 third party claims resulting from: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer or Buyer Parent contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer or Buyer Parent 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 First 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) having a Material Adverse Effect on the Company or the Seller; (b) any material breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer Parties pursuant to this Agreement having a Material Adverse Effect on Company or the Seller.

Indemnification by Buyer Parties. After the Closing: (a) Parent shall indemnify and hold harmless the Stockholders and their Representatives (collectively, the “Company Indemnified Parties”) for, and will pay and reimburse to the Company Indemnified Parties the amount of, any Damages arising out of, resulting from or in connection with (i) any breach of any representation or warranty made by Parent in any Transaction Document, (ii) any breach by Parent of any covenant or obligation of Parent in any Transaction Document, or (iii) fraud or intentional misrepresentation on the part of Parent. (b) Operator shall indemnify and hold harmless the Company Indemnified Parties for, and will pay and reimburse to the Company Indemnified Parties the amount of, any Damages arising out of, resulting from or in connection with (i) any breach of any representation or warranty made by Operator in any Transaction Document, (ii) any breach by Operator of any covenant or obligation of Operator in any Transaction Document, (iii) the Restructuring Transactions (other than Damages arising out of, resulting from or in connection with any breach of any representation or warranty made by any of the Companies or Stockholder Representative in any Transaction Document) or (iv) fraud or intentional misrepresentation on the part of Operator.

Indemnification by Buyer Parties. Subject to the other provisions of this Article X and to Article IX which shall be controlling with respect to indemnities for Taxes, Buyer Parties shall, jointly and severally, indemnify and hold harmless Seller and each of its stockholders, directors, officers, employees, representatives, agents, successors and assigns (collectively referred to herein as the “Seller Indemnified Parties” and individually as a “Seller Indemnified Party”) from and against any and all Losses suffered or incurred by such Indemnified Party after the Closing as a result of, or arising out of or in connection with: (a) A Breach of a Representation by Buyer; (b) The failure by Buyer to perform any covenant or agreement of Buyer under this Agreement or under any schedule, certificate or agreement furnished to Seller by Buyer pursuant to this Agreement; and (c) Any further Loss arising out of the Existing REC to the extent such Loss exceeds the Obligation of Seller under Section 6.5.

Indemnification by Buyer Parties. From and after the Closing, the Buyer Parties will be responsible for, and shall indemnify, defend, and hold harmless Seller and Xxxxxxxx and each of their respective Affiliates, and all of their respective shareholders, partners, officers, directors, employees, agents, and other representatives or consultants (each such person, and its successors and assigns, is referred to herein as a "Seller Indemnified Party"), from and against, any and all liabilities, obligations, claims, losses, causes of action, suits, proceedings, awards, judgments, settlements, demands, damages, costs, expenses, fines, penalties, deficiencies, taxes and fees, (including, without limitation, the reasonable fees, expenses, disbursements and investigation costs of attorneys and consultants) incurred or suffered by any Seller Indemnified Party that result from, relate to, or arise out of: (a) the operation and ownership of the business and assets of DBL and the Controlled Partnerships after the Closing; (b) any action, inaction, failure to act, occurrence, event or transaction committed by or associated with the Buyer Parties or their Affiliates, the business or affairs of DBL and the Controlled Partnerships and their Affiliates, concerning or relating to the business, assets and affairs of DBL and the Controlled Partnerships after the Closing Date; and (c) any misrepresentation, breach of warranty, or nonfulfillment of any agreement, covenant, or other obligation on the part of the Buyer Parties under this Agreement or from any misrepresentation in or omission from any certificate, schedule, statement, or other document furnished to the Seller Parties pursuant to this Agreement or in connection with the negotiation, execution, or performance of this Agreement.

Indemnification by Buyer Parties. Buyer Parties shall, jointly and severally, indemnify, defend and hold harmless Seller and its Affiliates and each of their respective owners, officers, directors, managers, employees, agents, representatives, successors and assigns, from and against, any and all and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of or with respect to: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer Parties contained in this Agreement; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer Parties pursuant to this Agreement; (c) any Assumed Liability; or (d) any Liability arising out of Xxxxx's use of the Purchased Assets or operation of the Rehabilitation Business after the Closing.

Indemnification by Buyer Parties. Subject to the other terms and conditions of this Section 16, in consideration of Sellers’ execution and performance of this Agreement, Parent and the Surviving Entity (after the Effective Time) shall indemnify each of the Sellers and their affiliates and their respective directors, officers, employees, agents and representatives, and the successors and assigns of each of them (collectively, the “Seller Indemnified Parties”), and shall hold each of them harmless from and against, any and all Losses incurred or sustained by, or imposed upon, such Seller Indemnified Party based upon, arising out of, with respect to or by reason of: i. any misrepresentation or breach of any representation or warranty made by Buyer Parties in this Agreement or any other certificate, instrument or document contemplated hereby; ii. any breach or non-fulfillment of any covenant, obligation, or agreement to be performed by the Buyer Parties pursuant to this Agreement; or iii. any claim by Xxxxxxxxx or his affiliates or representatives that Xxxxxxxxx has or had an ownership or other equity interest in, or is or was entitled to receive any ownership or other equity interest in, the Company, or otherwise relating to the agreement dated April 23, 2019 by and among Xxxxxxxxx, Xxxxxx and May (a “Xxxxxxxxx Claim”).

Indemnification by Buyer Parties. Subject to the terms and conditions of Section 11.4 and Section 11.5, the Buyer Parties, jointly and severally hereby agree to indemnify, defend and hold harmless Seller and their respective successors and assigns (each a “Seller Indemnitee”) from or against, for and in respect of, any and all Losses suffered, sustained, incurred or required to by paid by any Seller Indemnitee arising out of, based upon, in connection with or as a result of: (a) any inaccuracy in or breach of any representation or warranty made by a Buyer Party in or pursuant to this Agreement; (b) the non-fulfillment, non-performance or other breach of any covenant or agreement to be performed by Buyer or Buyer Parent pursuant to this Agreement; (c) the Assumed Liabilities; or (d) the operation of the Business and the Purchased Assets by Buyer following Closing.

Indemnification by Buyer Parties. Subject to the other terms and conditions of this Article 7, the Buyer Parties shall indemnify and defend each Seller, Parent, and their 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:

Indemnification by Buyer Parties. Buyer Parties hereby, jointly and severally, agree to indemnify QS, Seller and their respective Affiliates, directors, partners, officers, employees, agents, representatives, successors and permitted assigns (the “Seller Indemnified Parties”) and save and hold each of them harmless from and against and pay on behalf of or reimburse the Seller Indemnified Parties as and when incurred for any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, in connection with, incident to, resulting from or arising out of or in any way relating to or by virtue of: (a) Any breach of any representation or warranty on the part of the Buyer Parties (or the inaccuracy of any representation) under Article 4 of this Agreement or contained in any of the Transaction Documents (other than the Premises Agreement); (b) Any nonfulfillment or breach of any covenant or agreement on the part of the Buyer Parties under this Agreement or contained in any of the Transaction Documents (other than the Premises Agreement); (c) Any and all federal, state or local income (or other earnings-based) Taxes due in connection with the Purchased Assets after the Closing Date, except to the extent that such Losses are related to transactions occurring prior to the Closing Date; or (d) Any and all Liabilities relating to the Assumed Obligations.