Indemnification by Seller and Parent. Seller and Parent, jointly and severally, shall indemnify, defend and hold harmless Purchaser, ICF, the Company, its Subsidiaries and their respective Representatives and Affiliates (the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Indemnified Persons on demand, for any Damages (including any Damages suffered after the end of any applicable survival period, provided that notice of the respective claim has been given pursuant to this Article 9 prior to the end of such survival period) resulting from, arising out of, relating to or caused by:
(i) Any breach or default in the performance by Seller, Parent or the Company of any covenant or agreement of Seller, Parent or the Company contained herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto;
(ii) Any breach of any warranty or representation made by Seller or Parent herein, in any agreement contemplated hereby, or in any Exhibit hereto or thereto, or in any certificate delivered or to be delivered by or on behalf of Seller, Parent or the Company pursuant hereto or thereto;
(iii) Any Liabilities of the Company or its Subsidiaries existing at or arising out of or from business conducted on or before the Closing Date, to the extent such Liabilities are not (i) accrued or reserved in the calculation of Final Working Capital, and (ii) executory obligations to provide services after the Closing Date under Contracts entered into by the Company or its Subsidiaries in the ordinary course of business other than any such obligations resulting from any breach, violation or default by the Company or any Subsidiary thereunder;
(iv) Any Liabilities arising from or relating to the Macro 401(k) Plan, including without limitation the maintenance, sponsorship, qualification, and administration thereof, and contributions thereto;
(v) Any Liabilities arising from or relating to the Management Incentive Plans, other than Purchaser’s obligation to pay or to cause the Company to pay the 2009 MIP Accrual (including the Company’s obligation to pay the “stay bonuses” and “success bonuses” identified on Schedule 3.20(r));
(vi) Any Excluded Liabilities, other than any deferred rent and deferred leasehold incentives; or
(vii) Any Liabilities arising out of or relating to the matters referred to in Exhibit L.
Indemnification by Seller and Parent. (a) Each of Seller and Parent, jointly and severally, agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from:
(i) any breach of any warranty or representation of Seller or Parent contained herein;
(ii) any breach by Seller or Parent of any of its covenants or agreements herein;
(iii) any Excluded Liability; or
(iv) any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; provided, however, that:
(A) Seller and Parent shall not be required to indemnify and hold harmless under clause (i) of this Section 11.1(a) with respect to Losses and Expenses incurred by Buyer Group Members (other than Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in Sections 5.2, 5.6, 5.12 and 5.19, as to which this proviso shall have no effect) unless the aggregate amount of such Losses and Expenses subject to indemnification by Seller exceeds $500,000, and once such amount is exceeded, Seller shall indemnify the Buyer Group Members only for the amount in excess of such amount; and
(B) in no event shall the aggregate amount required to be paid by Seller and Parent pursuant to this Section 11.1(a) exceed (other than in respect of Losses incurred as a result of inaccuracies of the representations and warranties contained in Section 5.12(b) or any Losses and Expenses for any Excluded Liability, as to which there shall be no limitation) $3,000,000.
(b) The indemnification provided for in Section 11.1(a) shall terminate eighteen (18) months after the Closing Date (and no claims shall be made by any Buyer Group Member under Section 11.1(a) thereafter), except that the indemnification by Seller and Parent shall continue as to:
(i) the representations and warranties set forth in Section 5.12 and the covenants of Parent and Seller set forth in Sections 8.2, 8.4, 8.5, 13.1, 13.5 and 13.11, as to all of which no time limitation shall apply;
(ii) the representations and warranties set forth in Section 5.6 and the covenants of Parent and Seller set forth in Section 8.3, as to all of which the indemnification provided for in this Section 11.1 shall terminate upon the expiration of the applicable statutes of limitations with respect to Taxes (taking into account any extensions or waivers thereof);
(iii) the covenant of Parent and Sell...
Indemnification by Seller and Parent. Seller and Parent shall jointly and severally defend, indemnify, reimburse, and hold harmless Buyer, its Affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to:
(a) any inaccuracy in or breach of any of the representations or warranties of Seller or Parent contained in this Agreement or any document to be delivered hereunder;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Parent pursuant to this Agreement or any document to be delivered hereunder;
(c) any Action asserted by any person not party to this Agreement, which Action relates to the transactions contemplated hereby, including, without limitation, any Action (i) containing an allegation of breach of fiduciary duty, fraudulent transfer or conveyance of assets or liabilities, corporate waste, or any similar allegation; or (ii) asserting that any transaction contemplated hereby was not validly approved or authorized, or that such transaction is otherwise void or voidable; or
(d) any Excluded Asset or Excluded Liability.
Indemnification by Seller and Parent. Except as hereinafter set forth, Seller and Parent shall indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses (collectively, "Damages"), which may arise out of: (a) any misrepresentation or other breach or violation of this Agreement by Seller or Parent; (b) Seller's ownership or operation of the Purchased Assets prior to the Closing, other than the Assumed Liabilities; or (c) any product liability claim or other third party claim relating to the Product, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring prior to the Closing Date, including, but not limited to, the Pace Litigation (as defined in Schedule 2.01(f)).
Indemnification by Seller and Parent. (a) From and after the Closing, subject to the further provisions of this Article IX, Seller shall indemnify, hold harmless and defend Buyer, its Affiliates and their respective directors, officers, employees, consultants, shareholders, members, partners, agents and representatives of each of them, and all successors and assigns of the foregoing, against and from any Damages (including any Damages resulting from a claim asserted by a third party) arising out of the breach of any representation, warranty (other than Section 3.14 (Taxes) or any liability governed by Article X), covenant or agreement by Seller contained in this Agreement (including any Exhibit, Schedule or certificate delivered hereunder), it being understood that for purposes of this Section 9.2, the knowledge qualifier in the representation in the first sentence of Section 3.11(f) shall be disregarded.
(b) From and after the Closing, subject to the further provisions of this Article IX, Parent shall indemnify, hold harmless and defend Buyer, its Affiliates and their respective directors, officers, employees, consultants, shareholders, members, partners, agents and representatives of each of them, and all successors and assigns of the foregoing, against and from any Damages (including any Damages resulting from a claim asserted by a third party) arising out of the breach of any representation, warranty (other than Section 3.14 (Taxes) or any liability governed by Article X), covenant or agreement by Parent contained in this Agreement (including any Exhibit, Schedule or certificate delivered hereunder).
(c) The Parties expressly agree that Buyer’s right to indemnification under this Section 9.2 shall not be limited by any knowledge obtained pursuant to any investigation conducted by or on behalf of Buyer before or after the date of this Agreement.
Indemnification by Seller and Parent. (a) From and after the Closing Date, Seller and Parent, jointly and severally, agrees to indemnify, defend and save Purchaser and its officers, directors, partners, stockholders, employees, agents, advisors, controlling Persons and Affiliates and their respective heirs, successors and assigns (each, a “Purchaser Indemnified Party”), harmless from and against, and will pay to each Purchaser Indemnified Party, the amount of all losses, liabilities, claim, actions, causes of action, awards, judgments, payments, costs, expenses, interest, penalties, fines and other damages (except for consequential, punitive, special and incidental damages and diminution in value), all costs and expenses of investigating and defending any Proceeding and any appeal therefrom (including reasonable attorneys’ fees) and all amounts paid incident to any compromise or settlement of any such Proceeding, in each case, whether or not involving a third-party claim (collectively, “Damages”), arising out of or relating to:
(i) any inaccuracy or breach of any representation or warranty of Seller or Parent contained in this Agreement or any Other Seller Document;
(ii) any non-compliance with or breach by Seller or Parent at or prior to Closing of any covenant or obligation of Seller or Parent contained in this Agreement or any Other Seller Document;
(iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller, the Acquired Company, or any Subsidiary (or any Person acting on their behalf) in connection with any of the Contemplated Transactions;
(iv) any Action against the Acquired Company or any Subsidiary by any Person in the jurisdictions of Texas or Oregon arising out of both (A) the Acquired Company’s or a Subsidiary’s Business prior to May 15, 2002; and (B) the matters subject to the investigation involving the January 2002 or May 2004 subpoenas received by the Acquired Company or a Subsidiary from the Department of Health and Human Services, the Office of Inspector General, as such investigation may develop (the “Section 8.01(a)(iv) Matters”);
(v) any Action against the Acquired Company or any Subsidiary by any Person for violation of 42 U.S.C. Section 1320a-7b(b) or 31 U.S.C. Section 3729, et. seq. relating to the discounting practices of the Acquired Company or any Subsidiary prior to May 15, 2002, whether or not the Action relates to one or more other...
Indemnification by Seller and Parent. Seller and, solely with respect to Article IV above, Parent, shall indemnify, defend and hold harmless each Buyer Group Member from and against any and all Losses or Expenses arising out of or incurred in connection with (a) the breach of this Agreement by Seller or, solely with respect to breaches of Article IV, Parent; or (b) the bad faith, gross negligence or willful misconduct of (i) Seller in connection with and Transition Service or (ii) Parent solely in connection with the services provided pursuant to Article IV.
Indemnification by Seller and Parent. Subject to the limits and other requirements set forth in this Section 5.1, Seller and Parent, jointly and severally, agree to indemnify, defend and hold Purchaser and Pyramid, and their respective officers, directors, agents and affiliates, harmless from and in respect of any and all liabilities, obligations, losses, damages, judgments, assessments, fines, settlements, costs and reasonable expenses including, without limitation, reasonable expenses of investigation and defense fees and disbursements of counsel and other professionals (collectively, "Losses"), that they may incur arising out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of Seller contained in this Agreement or the Disclosure Schedule.
Indemnification by Seller and Parent. After the Closing Date and subject to the additional provisions set forth in this Article XII, Seller and Parent shall, jointly and severally, indemnify Buyer and Buyer’s stockholders and Representatives (including without limitation the Company and its Subsidiaries and their respective Representatives) (each a “Buyer Indemnitee”) against, and hold each Buyer Indemnitee harmless from, any and all claims, losses, damages, liabilities, payments and obligations, and all reasonable out-of-pocket expenses, including, without limitation, reasonable legal fees and costs of settlement (collectively “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of (i) any breach or inaccuracy as of the Agreement Date or the Closing Date of any representation or warranty of the Company or Stockholder contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements; and (ii) any breach by the Company or Stockholder or Seller or Parent or any failure of the Company or Stockholder to perform any of the covenants or obligations contained in this Agreement or the Company Ancillary Agreements delivered to Buyer pursuant to the provisions of this Agreement or the Company Ancillary Agreements.
Indemnification by Seller and Parent. Seller and Parent hereby agree to, jointly and severally, indemnify, defend and hold harmless Buyer and any of its Affiliates or Representatives (collectively, “Purchaser Indemnitee”), from and against any and all losses, liabilities, damages, judgments, costs and expenses, including, without limitation, attorneys' fees and court costs resulting from any claim asserted, action or suit (“Claims”) brought by third-parties against Purchaser Indemnitees arising out of or related to: (i) Seller’s use of the Acquired Assets before the Effective Date; (ii) Seller’s gross negligence or willful misconduct; (iii) breach of Seller’s or Parent’s obligations under this Agreement, including Seller’s and Parent’s representations and warranties; or (iv) Seller’s failure to comply with any Applicable Laws with respect to “bulk sales” applicable to the sale to Buyer of the Acquired Assets by Seller.
