Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement:
(a) Seller and each of the Shareholders hereby jointly and severally agree subsequent to the Closing Date to indemnify and hold Purchaser and persons serving as shareholders, officers, directors, employees or agents thereof (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") harmless from, and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) (collectively, "Purchaser Indemnified Losses") of any kind or nature whatsoever (whether or not arising out of third party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
(i) fraud or intentional misrepresentation by Seller or any of the Shareholders in or of any of its/his representations, warranties or covenants under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto;
(ii) any other breach of any representation, warranty or covenant of Seller or any of the Shareholders under this Agreement or any Related Agreement or in any certificate, schedule, exhibit or financial statement delivered pursuant hereto or thereto, or by reason of any claim, action or proceedings asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties or covenants or any conduct by Seller or any of the Shareholders or performance by Seller or any of the Shareholders under any Assumed Contract prior to closing; and
(iii) any liability obligation of Seller or any of the Shareholders relating to any Excluded Liabilities except to the extent such liability is covered by a policy of insurance carried by Purchaser and/or FDI. Regardless of anything herein to the contrary, Seller and each of the Shareholders shall not be responsible to indemnify the Purchaser Indemnified Parties from any Purchaser Indemnified Losses that are in excess of: (i) the Purchase Price; and (ii) the value of the FDI stock issued to Seller (valued at the Date of Closing).
Indemnification by Seller and Shareholders. (a) Seller and Shareholders (for purposes of this Section 8.3(a) and, to the extent applicable, Section 8.3(b) and Section 8.4, "Indemnitor"), shall jointly and severally indemnify and hold PSC and Parent and their respective officers, directors, shareholders, affiliates, agents, employees, legal representatives, successors and assigns (each of the foregoing, including PSC and Parent, for purposes of this Section 8.3(a) and, to the extent applicable, Sections 8.3(b) and Section 8.4, an "Indemnified Person") harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal), in an aggregate amount not to exceed the Acquisition Price arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation or warranty contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, and with respect to all times prior to the Closing Date, arising from or by reason of or resulting from the Indemnitor's management and conduct of the ownership or operation of the Business or the Assets and from any alleged act of negligence or malpractice of Indemnitor or its employees, agents and independent contractors in or about the Business or the Assets.
(b) The Seller and the Shareholders jointly and severally agree to indemnify and hold harmless each Indemnified Person from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses, including, but not limited to, reasonable fees and disbursements of counsel through appeal, resulting from, arising out of, relating to or caused by any breach of any covenant or agreement of the Seller or a Shareholder contained in this Agreement.
Indemnification by Seller and Shareholders. Subject to the provisions set forth in Section 14.4, each of the Shareholders, severally and not jointly, and Seller agrees to indemnify Purchaser and its Affiliates (each a "Purchaser Indemnified Party") against, and agrees to hold each of them harmless from, any and all Losses incurred or suffered by them arising out of or in connection with any of the following:
(a) any breach of or any inaccuracy in any representation or warranty made by Seller or Shareholders in this Agreement or any Related Agreement or any document delivered by Seller or Shareholders at the Closing; provided, that a notice of the Purchaser Indemnified Party's claim shall have been given to Seller not later than the close of business on the first anniversary of the Closing Date; or
(b) any breach of or failure by Seller or Shareholders to perform any covenant or obligation of Seller or Shareholders set forth in this Agreement or any Related Agreement or any document delivered by Seller or Shareholders at the Closing; provided, that in the case of Pre-Closing Covenant Breaches, a notice of the Purchaser Indemnified Party's claim shall have been given to Seller not later than the close of business on the first anniversary of the Closing Date; or
(c) the Retained Obligations; or
(d) noncompliance with Laws applicable to the bulk sale or transfer of the Purchased Assets. Notwithstanding anything in this Agreement to the contrary, no Shareholder shall be liable or responsible for more than his Pro-Rata Share of any Loss. For purposes of this Agreement, the Shareholders' respective "Pro-Rata Share" shall be as follows: Xxxxxxxxx, 76%; Xxxxxx, 14%; and Xxxxxx, 10%.
Indemnification by Seller and Shareholders. Subject to the limitations set forth in this Article V, Seller and Shareholders, jointly and severally, will defend, indemnify, and hold harmless Buyer and its respective officers, directors, agents and employees, and each person, if any, who controls or may control Buyer within the meaning of the Securities Act (individually, an "Indemnified Person" and collectively, "Indemnified Persons"), and shall reimburse Indemnified Persons, for, from and against any and all losses (which shall include any diminution in value), costs, damages, liabilities and expenses arising from claims, demands, actions and causes of action, including, without limitation, reasonable legal fees, (collectively, "Damages") arising out of (i) any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by Seller or Shareholders in this Agreement, or any exhibit or other schedule to this Agreement, or (ii) transactions, events, acts or omissions of or by Seller or Shareholders relating to the Seller's Business on or before the Closing.
Indemnification by Seller and Shareholders. Subject to the provisions of this Article 6, Seller and each Shareholder, individually, shall indemnify and hold harmless Buyer from and against any and all losses, damages, liabilities, costs and expenses, including, without limitation, settlement costs and reasonable legal, accounting and other expenses for investigating or defending any actions (collectively, “Losses”) that Buyer may incur resulting from (i) any breach of any representation or warranty of Seller or Shareholders made in this Agreement or the Xxxx of Sale, (ii) any breach of any agreement of Seller or Shareholders contained in this Agreement or the Xxxx of Sale, (iii) any violation of California’s Bulk Sales Law (if applicable to this Agreement by Seller or Shareholders), (iv) any claim by a finder, broker or other intermediary representing Seller or Shareholders, directors or officers in connection with this Agreement or the transactions contemplated hereby; and (v) any liability of Seller not specifically described in Schedule 1.3 attached hereto (including, without limitation, any claim or lawsuit by any governmental agency or other person or entity that is brought against Buyer and that relates to a liability of Seller).
Indemnification by Seller and Shareholders. The Seller and the Shareholders jointly and severally agree to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with:
(a) any breach by the Seller of or any inaccuracy of any representation or warranty of the Seller contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto;
(b) any breach or non-performance by the Seller of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto;
(c) the Excluded Liabilities or the Excluded Assets; and
(d) the operation of the Purchased Business, or the ownership of the Purchased Assets, prior to the Time of Closing.
Indemnification by Seller and Shareholders. Seller and the Shareholders, jointly and severally, shall defend, indemnify and hold harmless Purchaser, its officers, directors, stockholders, agents, servants and employees and their respective heirs, personal and legal representatives, guardians, successors and assigns, from and against any and all claims, threats, liabilities, taxes, interest, fines, penalties, suits, actions, proceedings, demands, damages, losses, costs and expenses (including reasonable attorneys' and experts' fees and court costs) of every kind and nature arising out of, resulting from, or in connection with the following:
8.1.1 Any material misrepresentation or breach by Seller or the Shareholders of any representation or warranty contained in this Agreement.
8.1.2 Any material nonperformance, failure to comply or breach by Seller or the Shareholders of any covenant, promise or agreement of Seller or the Shareholders contained in this Agreement.
8.1.3 Any debts, obligations, duties and liabilities of Seller and the Shareholders (except those assumed by Purchaser).
8.1.4 The past or future failure of Seller to comply with any applicable Environmental Laws (as hereinafter defined) or the presence of Hazardous Materials (as hereinafter defined) in the soil or ground water on the former or present properties of Seller at the time of Closing. For purposes of this Section 8.1, the following terms shall have the meaning set forth below:
Indemnification by Seller and Shareholders. 33 12.03 SURVIVAL OF BUYER'S AND PARENT'S REPRESENTATIONS...........33 12.04
Indemnification by Seller and Shareholders. Subject to the remaining provisions of this Section 8.2, Seller and each Shareholder shall indemnify and hold ILOG and ILOG, U.S. harmless and ILOG or ILOG, U.S. shall indemnify and hold Seller and Shareholders harmless, from and after the Closing Date from and against any claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and attorney's fees ("DAMAGES") incurred or suffered by any of them, directly or indirectly, as a result of, or arising from (i) any inaccuracy in any of the representations and warranties made herein by any of them, (ii) any breach of any covenant or agreement made herein by any of them, (iii) any Excluded Liability, and (iv) the operations of Seller, ILOG or ILOG, U.S. as the case may be prior to the Closing Date. Such indemnification shall be joint and several as among Seller and Shareholders with respect to indemnification of ILOG or ILOG, U.S., and as among ILOG and ILOG, U.S. with respect to indemnification of Seller and Shareholders.
Indemnification by Seller and Shareholders. From and after the Closing Date, Seller and Shareholders shall indemnify, defend and hold Purchaser harmless from and against and reimburse Purchaser for any and all Liabilities that may be incurred by, imposed upon or asserted against Purchaser arising from or relating to: (i) any failure of Seller to assume, pay, perform and discharge the Retained Liabilities; (ii) any action, claim, judicial or other proceeding asserted by any third party against Purchaser with respect to any of the Retained Liabilities; (iii) any inaccuracy in or breach of any representation, warranty, covenant, obligation or agreement of Seller or either Shareholder contained herein, or in any document or instrument delivered pursuant hereto; and (iv) the operation of the Business or the ownership, use or sale of the Acquired Assets by Seller prior to the Effective Time (including, without limitation, any contractual, tax, product, warranty, tort or other Liability whatsoever). However, the Seller's and the Shareholders' aggregate liability hereunder shall not exceed the Purchase Price. Purchaser may withhold from Seller any payment otherwise due to Seller pursuant to the Note and may withhold the Shares or the Warrant, as the case may be, and offset the full amount of such claim for indemnification against the amount due to Seller pursuant to the Note, or the Shares or Warrant, as the case may be, in accordance with Section 10.05 hereof.
