Indemnification by Parent and Buyer Sample Clauses

Indemnification by Parent and Buyer. Subject to the limitations and other terms and conditions of this Article IX, Parent and Buyer, jointly and severally, shall indemnify Sellers against, and shall hold the Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Sellers based upon, arising out of, with respect to or by reason of: (a) any breach of any of the representations or warranties of Buyer contained in Article V of this Agreement; or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer or Parent contained in Article II, Article VII, or Article XI of this Agreement.

Indemnification by Parent and Buyer. Each of the Parent and the Buyer shall indemnify and defend the Seller and its Affiliates, and such respective stockholders, officers, directors, employees, successors and assigns (the “Seller Indemnitees”, and together with the Buyer Indemnitees, the “Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, based on, arising out of, or incurred by any Seller Indemnitee in connection with (i) the breach of any representation and warranty of the Parent, the Buyer or its Affiliates contained in this Agreement, and (ii) the breach of any covenant or agreement of the Parent, the Buyer or its Affiliates contained in this Agreement.

Indemnification by Parent and Buyer. (a) Subject to the other terms and conditions of this Agreement, Parent and Buyer shall indemnify, defend and hold harmless, the Sellers and their respective officers, directors and members of their boards or representatives (each a “Seller Indemnified Party”) to the extent of any losses asserted against, imposed upon or incurred or sustained by any of the Seller Indemnified Parties, as the same are incurred, arising out of, relating to, resulting from, or in whole or in part sustained in connection with: (i) the breach of any representation or warranty of Parent or Buyer contained herein or contained in any Schedule to this Agreement or any certificate delivered pursuant to this Agreement; or (ii) any breach of any covenant or agreement of Parent or Buyer contained herein or contained in any Schedule to this Agreement or any certificate delivered pursuant to this Agreement. (b) If any Seller Indemnified Party seeks indemnification under this Section 8.3 such party shall give written notice to Parent and Buyer of the facts and circumstances giving rise to the claim. In that regard, if any proceeding shall be brought or asserted in writing by any third party which, if adversely determined, would entitle the Seller Indemnified Party to indemnity pursuant to this Section 8.3, the Seller Indemnified Party shall promptly notify Parent and Buyer of the same in writing, specifying in reasonable detail (if known) the basis of such claim and the facts pertaining thereto, and Parent or Buyer, if either party so elects by written notice to the Seller Indemnified Party, shall assume and control the defense thereof (and shall consult with the Seller Indemnified Party with respect thereto), including employment of counsel reasonably satisfactory to the Seller Indemnified Party and the payment of expenses. If Parent or Buyer elects to assume and control the defense, the Seller Indemnified Party shall have the right to employ counsel separate from counsel employed by Parent or Buyer in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Seller Indemnified Party shall be at the expense of the Seller Indemnified Party, unless (i) the employment thereof has been specifically authorized by Parent or Buyer in writing, (ii) there exists a conflict of interest between the interests of the Seller Indemnified Party, on the one hand, and Parent and/or Buyer, on the other hand, or (iii) Parent or Buyer has failed t...

Indemnification by Parent and Buyer. Subject to Section 8.1 and Section 8.6, from and after the Closing, each of Parent and Buyer shall jointly and severally indemnify, defend and hold harmless Seller and its affiliates and their respective stockholders, officers, directors, employees, affiliates, agents and Representatives (collectively, the “Seller Indemnified Parties”), from and against all judgments, settlements, demands, claims, actions or causes of action, deficiencies, assessments, Liabilities, losses, damages (whether direct or indirect, incidental or consequential), interest, fines, penalties, costs and expenses (including reasonable legal, accounting and other costs and expenses incurred in connection with investigating, defending, settling or satisfying any and all such demands, claims, actions or causes of action (collectively, “Losses”) arising out of, resulting from, related to or associated with (i) any and all of the Assumed Liabilities, (ii) the breach of any of the representations and warranties of Parent or Buyer contained in this Agreement and (iii) the breach of any covenant or other agreement on the part of Parent or Buyer under this Agreement.

Indemnification by Parent and Buyer. Parent and Buyer hereby agree, jointly and severally, to indemnify, defend and hold Seller and its directors, officers, employees, representatives, shareholders, managers, agents and advisors harmless from, against and with respect to any and all Losses arising out of, or related to any breach of any representation, warranty, covenant or agreement made by Parent or Buyer in this Agreement, including the Schedules and exhibits hereto or any other document or agreement delivered by or on behalf of Parent or Buyer in connection herewith.

Indemnification by Parent and Buyer. (a) Subject to Sections 10.2(b) and (c), Parent and Buyer shall, jointly and severally, indemnify, defend and hold harmless the Equity Holders and their Representatives (and the respective heirs, successors and assigns of each of the foregoing) (the "Equity Holder Indemnified Persons") from and against and in respect of one hundred percent (100%) of all actual losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a Third Party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the defense of any of the same or in asserting, preserving or enforcing any of the rights of the Equity Holder Indemnified Persons arising under Article XI) incurred by any of the Equity Holder Indemnified Persons, whether or not involving a Third-Party claim, which are caused by, arise from or are related to (i) any breach of any representation or warranty made by Parent or Buyer pursuant to Article V, or (ii) any covenant of Parent or Buyer contained in this Agreement ("Equity Holder Losses"). (b) Parent's and Buyer's indemnification obligations arising from Section 10.2(a) shall survive indefinitely. In no event shall Parent's and Buyer's obligation to indemnify the Equity Holder Indemnified Persons pursuant to Section 10.2(a) exceed the Equity Purchase Price.

Indemnification by Parent and Buyer. Subject to the provisions of this Article VIII, Parent and Buyer shall jointly indemnify, defend and hold harmless Seller and MFH and their officers, directors and employees (collectively, the “Seller Indemnitees”) from and after the Closing Date for the Survival Period (including any extension thereof as expressly provided for in such Section) from and against any and all Damages of the Seller Indemnitees to the extent caused by, suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, or arising out of, under, or pursuant to any breach of any of the (A) representations and warranties made herein by Buyer or Parent (including in any certificate delivered pursuant to Section 5.3(a) but without giving effect to any notification received under Section 4.6), provided that, for the purpose of calculating any Damages resulting from a breach of any such representation or warranty (but not for purposes of determining whether there has been a breach of any such representation or warranty), all materiality and Buyer Material Adverse Effect or Parent Material Adverse Effect qualifiers in such representations and warranties shall be disregarded, and (B) covenants or obligations of Buyer or Parent set forth in this Agreement (including in any certificate delivered pursuant to Section 5.3(b) but without giving effect to any notification received under Section 4.6). Notwithstanding the foregoing, with respect to Damages arising under this Section 8.3, except for Damages resulting from breaches of the Designated Buyer Group Representations or breaches of the Designated Covenants, or Damages and costs covered by the indemnification provisions set forth in Section 4.22(b) (Cooperation with Financing)), (a) Parent and Buyer shall not be liable to any Seller Indemnitees with respect to Damages unless and until the aggregate amount of such Damages exceeds the Deductible Amount and then only to the extent of such excess, and any individual claims or expenses where the Damages relating thereto is less than $50,000 shall not be aggregated for purposes hereof, and (b) Parent and Buyer's maximum liability to the Seller Indemnitees for all Damages shall not exceed the Maximum Amount. Notwithstanding anything to the contrary set forth herein, (i) no claim for indemnity for a breach of a particular representation or warranty shall be made pursuant to this Section 8.3 after the Closing if Seller Indemnitees had actual knowledge of such breach as o...

Indemnification by Parent and Buyer. Subject to the other terms and conditions of this Article VI, Parent and Buyer shall indemnify and defend each of Seller and its Affiliates and their respective directors, officers and employees (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 or Parent contained in this Agreement, the other Transaction Documents or in any certificate delivered by or on behalf of Buyer or 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 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, the other Transaction Documents or any certificate delivered by or on behalf of Parent or Buyer pursuant to this Agreement; or (c) any Purchased Asset or Assumed Liability.

Indemnification by Parent and Buyer. Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”) shall be indemnified and held harmless jointly and severally, by Parent and Buyer for and against any and all Losses arising out of or resulting from: (a) the breach of any representation or warranty made of Buyer or Parent contained in this Agreement (irrespective of whether such breach results in a material adverse effect on the financial condition of Parent and Buyer, taken as a whole); (b) the failure to perform any covenant or agreement by Buyer or Parent contained in this Agreement; (c) any Taxes imposed on any Company, or for which any Company is otherwise liable, in each case for any taxable period that begins and ends after the close of business on the Closing Date (and with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date); or (d) any claim or cause of action by any Person relating to any act, event, failure to act or other circumstance arising solely after the Closing against any Seller Indemnified Party with respect to the Companies.

Indemnification by Parent and Buyer. Subject to and to the extent provided in this Article 12, from and after Closing, Buyer and Parent, jointly and severally, shall indemnify, defend and hold harmless Sellers’ Indemnified Persons from and against any Losses incurred or suffered by Sellers’ Indemnified Persons, directly or indirectly, as a result of, relating to or arising from: (a) any breach of a representation or warranty made by Parent and Buyer in Article 5 or the related Schedules; (b) the non-fulfillment of any covenant, agreement or other obligation of Parent and Buyer set forth in this Agreement; (c) any claim by any Person (other than a Sellers’ Indemnified Person) to the extent alleging Losses resulting from the conduct of the Business after the Closing Date; or (d) the Assumed Liabilities (other than to the extent indemnification is provided to the Buyer’s Indemnified Persons for such liabilities pursuant to Section 12.1).