Indemnification by Seller and Seller Parent. (a) From and after the Closing Date, subject to the other provisions of this Article XI, Seller and Seller Parent, jointly and severally, agree to indemnify Purchaser and its officers, directors, employees and Affiliates (including the Company after the Closing) (collectively, the “Indemnified Purchaser Entities”) and to hold each of them harmless from and against, any and all actions, causes of actions, suits, proceedings, demands, assessments, judgments, settlements, claims, liabilities, losses, costs, Taxes, damages, fines, fees, deficiencies, expenses or penalties (including reasonable attorneys’ fees, expenses and disbursements in connection with any action, suit or proceeding against such Person but excluding, in any case, loss of profits or other consequential damages and punitive or other exemplary damages, except to the extent that such damages have been awarded to a Third Party against an Indemnified Party) (collectively, “Damages”) suffered, paid or incurred by any Indemnified Purchaser Entity resulting from or caused by: (i) any failure of any of the representations and warranties made by Seller and Seller Parent in Article IV of this Agreement (other than those made in Section 4.11 (Taxes)) to be true and correct as of the date of this Agreement or as of, and as if made on, the Closing Date (or, in the case of any representations and warranties that expressly speak as of an earlier date, as of such earlier date); provided, however, that if any such representation or warranty (other than the representations and warranties contained in Section 4.6 or Section 4.9(ii)) is qualified in any respect by materiality or Material Adverse Effect, for purposes of this paragraph, such qualifiers will in all respects be ignored; (ii) any nonfulfillment or breach by Seller or Seller Parent of any covenant or agreement of Seller or Seller Parent contained in this Agreement; and (iii) any Excluded Liabilities.
(b) Notwithstanding anything to the contrary contained in this Section 11.1, the Indemnified Purchaser Entities shall be entitled to indemnification pursuant to Section 11.1(a) with respect to any claim for indemnification pursuant to Section 11.1(a)(i):
(i) only if the amount of Damages with respect to such claim exceeds $100,000 (any claim involving Damages equal to or less than such amount being referred to as a “De Minimis Claim”);
(ii) only if, and then only to the extent that, the aggregate Damages to all Indemnified Purchaser Entities (without dupl...
Indemnification by Seller and Seller Parent. (a) NutraMax, First Aid and FAP, severally and jointly, hereby indemnify Buyer, Buyer Parent and their directors and officers (collectively, the “Buyer Indemnified Parties” and, individually, a “Buyer Indemnified Party”) from and against any and all damage, loss, diminution in value, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by any such Buyer Indemnified Party which arises out of (i) any breach of any representation, warranty or covenant of NutraMax, First Aid or FAP in this Agreement or any other agreement executed in connection herewith, (ii) the Excluded Liabilities or (iii) any Liens described on Schedule 2.1(c).
Indemnification by Seller and Seller Parent. Seller and Seller Parent shall jointly and severally indemnify and hold harmless Purchaser, any Affiliate of Purchaser and each officer, director, employee or agent, whether past, present or future, of Purchaser or any Affiliate of Purchaser, from and against, and will reimburse each of them for, any and all Damages or Losses to the extent arising out of, relating to or resulting from:
(a) the inaccuracy or breach of any representation or warranty made by Seller or Seller Parent in this Agreement;
(b) any item listed in the Seller Disclosure Schedule hereto as an exception to Seller's representations and warranties in Article IV hereof that materially and adversely affects Purchaser's conduct of the Origination Business after Closing;
(c) the failure by Seller or Seller Parent to perform or observe any covenant or agreement on the part of Seller or Seller Parent contained in this Agreement;
(d) the failure of Seller prior to the Closing Date to comply with the Applicable Requirements relating to the conduct of its business, including the Origination Business, or the act or failure to act of Seller prior to the Closing Date relating to the Purchased Assets;
(e) any obligation or liability of Seller that is not expressly assumed by Purchaser pursuant to this Agreement;
(f) any Damages or Losses related to any Claim asserted prior to or after the Closing and attributable to the period prior to the Closing and related to the business of Seller;
(g) Seller's conduct of its business on or after the Closing;
(h) any and all Damages or Losses related to any Claims related to the employment or termination of employment, including a constructive termination, of any employee of Seller from employment with Seller either prior to or after Closing;
(i) as to Pipeline Loans, (i) any fraud in the origination of a Pipeline Loan, which fraud occurred prior to the Closing Date and for which Seller had issued an underwriting 44 commitment prior to the Closing Date; (ii) the failure of any Pipeline Loan, for which an underwriting commitment was made prior to the Closing Date and to which underwriting commitment Purchaser adhered in processing such Pipeline Loan, to be in compliance and conformity with the Applicable Requirements, the Underwriting Guidelines or the requirements of the Originator Agreement, which failure occurred prior to the Closing Date; or (iii) Seller's failure or any Originator's failure to comply, prior to the Closing Date, with the Applicable Requirements...
Indemnification by Seller and Seller Parent. Subject to the other ------------------------------------------- provisions of this Article 10, from and after the Closing Date, Seller and Seller Parent shall, jointly and severally, indemnify and hold Buyer, its Affiliates and their respective employees, officers, directors and agents (the "Buyer Indemnitees") harmless from and against any and all Damages suffered by any Buyer Indemnitee arising out of or relating to:
(a) the breach of any representation or warranty made by Seller or Seller Parent in this Agreement, by Sprint in the Non-Competition Agreement or the License Agreement, or by Seller in any certificate required to be executed and delivered by Seller at the Closing pursuant to this Agreement; provided, however, that solely for purposes of this Article 10, the representations and warranties set forth in the second sentence of Section 2.8.3 shall be deemed not to be qualified by Seller's Knowledge,
(b) the failure of Seller, Seller Parent or SPA to perform any covenant or obligation by Seller, Seller Parent or SPA contained in this Agreement (including Section 12.7) or by Seller or any Affiliate of Seller in any other agreement required to be executed and delivered by Seller or such Affiliate of Seller at the Closing pursuant to this Agreement;
(c) the failure of Seller to pay or perform any of the Excluded Liabilities; or
(d) any Excluded Asset.
Indemnification by Seller and Seller Parent. As an inducement to Buyer to enter into this Agreement and the Additional Agreements, and acknowledging that Buyer is relying on the indemnification provided in this Article 7 in entering into this Agreement and the Additional Agreements, each of Seller and Seller Parent agrees, on a joint and several basis, to indemnify, defend and hold harmless Buyer and its Affiliates, parent corporation and subsidiaries, and their respective employees, officers, directors, representatives, agents, counsel, successors and assigns (collectively, “Buyer Affiliates”), from and against any claims, losses, liability, obligations, lawsuits, judgments, settlements, deficiencies, damages, costs or expenses of whatever nature, including, without limitation, interest, penalties, attorneys’ fees, costs of investigation and all amounts paid in defense or settlement of the foregoing, reduced by and to the extent of any insurance proceeds received with respect to any of the foregoing (collectively “Claims and Losses”), suffered or incurred by Buyer or Buyer Affiliates as a result of or in connection with the following: (i) the inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement; (ii) a breach of any obligation, covenant or agreement of Seller or Seller Parent in this Agreement; (iii) any Excluded Asset; (iv) any failure by Seller to satisfy the Retained Liabilities; or (v) Medical Device Products implanted prior to the Closing.
Indemnification by Seller and Seller Parent. Seller and Seller Parent shall, jointly and severally, indemnify and hold harmless Buyer, HCR and their Affiliates (the “Buyer Indemnitees”) from and against any and all Losses asserted against, imposed upon, or incurred by any such indemnified party that arise out of or in connection with any of:
(a) any breach of any of the representations or warranties contained in ARTICLE III and in any certificate delivered by the Seller or Seller Parent pursuant to this Agreement (without giving effect to any materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty);
(b) the failure of Seller or Seller Parent to perform any of its covenants or agreements contained herein;
(c) Fraud; and
Indemnification by Seller and Seller Parent. Seller and Seller Parent shall, jointly and severally, indemnify Buyer in respect of, and hold Buyer harmless against, Damages incurred or suffered by Buyer or any Affiliate thereof resulting from, relating to or constituting:
(a) any breach of any representation or warranty of either of the Sellers contained in this Agreement, any Ancillary Agreement or any other agreement or instrument furnished by either of the Sellers to Buyer pursuant to this Agreement;
(b) any failure to perform any covenant or agreement of either of the Sellers contained in this Agreement, any Ancillary Agreement or any agreement or instrument furnished by either of the Sellers to Buyer pursuant to this Agreement;
Indemnification by Seller and Seller Parent. Subject to the other provisions of this Article XI, from and after the Closing, Seller and Seller Parent shall, jointly and severally, be liable to the Purchaser Indemnified Parties for and shall indemnify the Purchaser Indemnified Parties against any and all Losses which any Purchaser Indemnified Parties may actually suffer or incur to the extent arising out of or related to:
(a) any breach of or inaccuracy in any warranty or representation of Seller or Seller Parent contained in Article V of this Agreement;
(b) any breach by Seller or Seller Parent of, or failure by Seller or Seller Parent to perform, any of their respective covenants or other agreements set forth in this Agreement;
(c) the holding or use of the Purchased Assets by Seller or Seller Parent or the operation of the Facility by Seller or Seller Parent prior to the Closing; and
Indemnification by Seller and Seller Parent. Subject to the other provisions of this Article IX, from and after the Closing, Seller and Seller Parent shall, jointly and severally, indemnify the Purchaser Indemnified Parties for any and all Losses which any Purchaser Indemnified Parties may actually suffer or incur to the extent arising out of or related to:
(a) any breach of or inaccuracy in any warranty or representation of Seller or Seller Parent contained in Article IV of this Agreement;
(b) any breach by Seller or Seller Parent of, or failure by the Seller or Seller Parent to perform, any of their respective covenants or other agreements set forth in this Agreement; and
(c) the Excluded Liabilities.
Indemnification by Seller and Seller Parent. For a period of two (2) years from the Closing Date, Seller and Seller Parent agree to indemnify and hold Buyer harmless against and in respect of all actions, suits, demands, judgments, costs and expenses relating to any damage or deficiency resulting from any misrepresentation, breach of warranty, agreements by employees or officers of the Branches not properly recorded in the records of the Branches, or nonfulfillment of any agreement on the part of Seller under this Agreement provided, however, that Section 5 shall be the sole remedy with respect to Repurchase Obligations and Pledged Loans. Seller and Seller Parent agree to indemnify and hold Buyer harmless from and against all liabilities, obligations, demands, claims, actions, causes of action, assessments, deficiencies, costs, losses, damages, judgments, and expenses (including, without limitation, attorneys’ fees) directly or indirectly resulting from, based upon or attributable to liabilities, debts or obligations of Seller that Buyer has not expressly assumed under this Agreement.
