Indemnification by Principals Clause Samples
Indemnification by Principals. (a) The Principals shall (without any right of contribution from ECI or the Surviving Corporation or any right of indemnification against ECI or the Surviving Corporation) jointly and severally indemnify, defend and hold harmless Parent and Merger Sub and each of their respective directors, officers and agents (collectively, the "Parent Group") from and against the amount of any damage, loss, cost or expense, including reasonable attorneys' fees and settlement costs ("Loss"), suffered, incurred or paid by any member of the Parent Group occasioned or caused by, resulting from or arising out of the following (collectively, "Parent Claims"):
(i) Any failure by ECI or the Principals to perform, abide by or fulfill any of the agreements, covenants or obligations of ECI or the Principals set forth in or entered into, in connection with this Agreement;
(ii) Any breach of any of the representations or warranties set forth in this Agreement, or any certificate or Schedule or other writing furnished pursuant hereto;
(iii) Any fraud or wilful or deliberate wrongdoing of ECI or any Principal;
(iv) Any claim, known or unknown, arising out of or by virtue of or based upon any liability or obligation of ECI which is not disclosed in any Schedule to this Agreement and is required so to be;
(v) Any claim, known or unknown, arising out of or by virtue of or based upon any failure by ECI to perform any obligation or satisfy any liability under
(vi) Any liability or obligation for any tort or any breach or violation of any contractual, quasi-contractual, legal, fiduciary or equitable duty by any Principal, whether before, at or after the Closing; or
(vii) In addition to and without derogating from any of the foregoing, any liability or obligation of ECI, whether or not disclosed to or known by Parent or Merger Sub, in excess of $800,000 plus an amount equal to one half of the amounts carried on ECI's books for (a) noncurrent portions of leases and (b) capitalized leases (totaling approximately $86,000 on the date hereof).
(b) The amount of any Loss shall be the amount of cash reimbursement that, when received by the member or members of the Parent Group incurring such Loss, shall place such member or members of the Parent Group in the same financial position it or they would have been in if such Loss had not occurred.
Indemnification by Principals. Each Principal hereby agrees, jointly and severally, to indemnify and hold harmless Purchaser and its successors, assigns, directors, officers, shareholders, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties”), from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising out of, as a result of or as a consequence of:
(a) a breach by any Principal of any of their representations, warranties, agreements, covenants or obligations set forth herein or in any Ancillary Agreement;
(b) all liabilities, commitments and obligations relating to all Indebtedness of Company immediately prior to the Closing (including all interest accrued thereon and all fees, charges or premiums associated therewith);
(c) the conduct of the business and operations of Company on and prior to the Closing Date; and
(d) (i) all taxes (or the non-payment of them) of Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all taxes of any member of an affiliated, consolidated, combined or unitary group of which Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign Law and (iii) any and all taxes of any Person imposed on Company as a transferee or successor, by contract or pursuant to any Law, which taxes relate to an event or transaction occurring before the Closing. For purposes of this Section 7.01(d), in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any taxes based on or measured by income or receipts of Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other taxes of Company for a Straddle Period that relate to the Pre-Closing Tax Period shall be deemed to be the amount of such tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Indemnification by Principals. Each Principal severally agrees to pay and to indemnify and hold harmless each Salient Party, SMHG, each other Principal, and their respective successors and assigns from and against any and all Damages caused by, arising out of or in respect of: (i) any breach or default in the performance by the Principal of any covenant or agreement made by the Principal in this Agreement; or (ii) any breach of warranty or inaccurate or erroneous representation made by the Principal in Section 4 of this Agreement.
Indemnification by Principals. Each Principal, severally and not jointly in proportion to each such Principal’s pro rata share of the Acquiror Company Shares, will indemnify and hold harmless the Acquiror Company and its directors, officers, shareholders, employees, agents, subsidiaries and affiliates (the “Acquiror Company Indemnified Persons”), and will reimburse the Acquiror Company Indemnified Persons for, any loss, liability, claim, damage or expense, including reasonable out-of-pocket costs of investigation and defense of claims and reasonable attorneys’ fees and expenses (collectively, “Losses”) arising or resulting from or in connection with any of the following:
10.1.1 any breach of any representation or warranty of the Company and/or its Subsidiaries set forth in Section V of this Agreement;
10.1.2 any breach of any representation or warranty of such Principal (and not of any other Principal) set forth in Section IV and Section V of this Agreement; or
10.1.3 any breach of any covenant or obligation of the Company, its Subsidiaries and/or the Shareholders’ Representative in this Agreement.
Indemnification by Principals. Subject to the limitations hereinafter set forth, the Principals, together with Seller, shall jointly and severally indemnify and save Purchaser and each of its shareholders, affiliates, officers, directors, and employees harmless from, against, for and in respect of the matter referred to in Section 10.1(A)(ii).(to the extent relating to Section 3.5, 3.6 or 3.17) and Section 10.1 A(iv)