Indemnification by Madden Clause Samples
The "Indemnification by Madden" clause requires Madden to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or breaches attributable to Madden. Typically, this means that if Madden's conduct, negligence, or failure to fulfill contractual obligations causes harm or legal claims against the other party, Madden must cover the associated costs, such as legal fees or settlements. This clause serves to allocate risk by ensuring that Madden bears responsibility for certain risks, thereby protecting the other party from financial harm resulting from Madden's actions.
Indemnification by Madden. (a) Madden shall indemnify and hold harmless Sellers and each of Sellers’ agents and representatives, and the successors and assigns of each of the foregoing (the “Seller Indemnified Parties”), from and against any Loss incurred or suffered by such Person as a result of or arising from:
(i) a breach by Madden of any representation or warranty made by Madden in this Agreement or in any schedule or certificate delivered pursuant hereto or thereto; and
(ii) a failure by Madden to perform or comply with any covenant or agreement on the part of Madden contained herein; Any amount paid pursuant to this Section 12.3(a) shall be the amount required to put Sellers in the position Sellers would have been in had such representation, warranty, covenant or agreement not been breached.
(b) Notwithstanding anything to the contrary contained in this Agreement, Madden shall indemnify and hold harmless the Seller Indemnified Parties from and against any Loss incurred or suffered by Sellers after the Closing Date as a result of or arising from any fraudulent acts or willful misconduct by Madden. The Seller Indemnified Parties shall not take any action the purpose or intent of which is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder.
Indemnification by Madden. (a) Madden shall indemnify and hold harmless Seller and each of his agents and representatives, and the successors and assigns of each of the foregoing (the “Seller Indemnified Parties”), from and against any Loss incurred or suffered by such Person as a result of or arising from:
(i) a breach by Madden or an inaccuracy of any representation or warranty made by Madden in this Agreement, the Earn-Out Agreement or in any schedule or certificate delivered pursuant hereto or thereto (in each case, as of the Closing Date, except to the extent such representations and warranties shall have been expressly made as of an earlier date, in which case as of such date); and
(ii) a failure by Madden to perform or comply with any covenant or agreement on the part of Madden contained herein or in the Earn-Out Agreement. Any amount paid pursuant to this Section 12.3(a) shall be the amount required to put Seller in the position Seller would have been in had such representation, warranty, covenant or agreement not been breached; provided, however, that in no event will Madden be liable for consequential, special, indirect, exemplary or punitive damages on account of any indemnification obligation hereunder.
(b) Notwithstanding anything to the contrary contained in this Agreement, Madden shall indemnify and hold harmless the Seller Indemnified Parties from and against any Loss incurred or suffered by Seller after the Closing Date as a result of or arising from any fraudulent act or willful misconduct by Madden. The Seller Indemnified Parties shall not take any action the purpose or intent of which is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder.