Common use of Indemnification by Seller and Shareholders Clause in Contracts

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 provisions set forth other terms and conditions of this Article VIII, Shareholders and Seller shall, in accordance with Section 14.48.04(e), indemnify and defend each of the Shareholders, severally and not jointly, and Seller agrees to indemnify Purchaser Buyer and its Affiliates (each a including the Target Companies) and their respective Representatives (collectively, the "Purchaser Indemnified PartyBuyer Indemnitees") against, and agrees to shall hold each of them harmless fromfrom and against, and shall pay and reimburse each of them for, any and all Losses incurred or suffered by them sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of of, with respect to or in connection with any of the followingby reason of: (a) any inaccuracy in or breach of any of the representations or any inaccuracy in any representation or warranty made by Seller or warranties of Shareholders contained in this Agreement or in any Related Agreement certificate or any document instrument delivered by or on behalf of Seller or Shareholders at pursuant to this Agreement (other than in respect of Section 3.22, it being understood that the Closing; providedsole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), that a notice as of the Purchaser Indemnified Party's claim shall have been given to Seller not later than the close of business date such representation or warranty was made or as if such representation or warranty was made on the first anniversary and as of the Closing DateDate (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); or (b) any breach or non-fulfillment of any covenant, agreement or failure obligation to be performed by Seller or Shareholders pursuant to perform this Agreement (other than any covenant breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI). (c) any indemnification obligation of Seller or Shareholders set forth in this Agreement under Article VI (Taxes) or any Related Agreement Taxes or any document delivered Losses payable by Seller or Shareholders at under Article VI (without duplication of the Closingindemnification obligations set forth in that Article; provided, that in the case event of Pre-Closing Covenant Breachesany conflict between the provisions of this Section 8.02(c) and the provisions of Article VI, a notice the provisions of the Purchaser Indemnified Party's claim Article VI 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; orgovern); (d) noncompliance with Laws applicable any Transaction Expenses or Indebtedness (other than Assumed Indebtedness) of the Target Companies outstanding as of the Closing to the bulk sale or transfer extent not deducted from the Purchase Price in the determination of the Purchased Assets. Notwithstanding anything in this Agreement Closing Payment pursuant to Section 2.02(c); (e) any Action or Liability arising out of or relating to the contraryallocation or distribution of the Purchase Price consideration by the Seller's Representative among Seller, no Shareholder shall be liable Shareholders and the Bonused Employees; (f) any Action or responsible for more than his Pro-Rata Share Liability arising out of or relating to the issues initially addressed or identified in the August 13, 2018 letter addressed to VaporFi Inc. on behalf of LG Chem, Ltd.; (g) any Action alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any LossPerson by any Target Company and relating to the period prior to Closing, including without limitation, Actions disclosed in the Disclosure Schedules or otherwise disclosed or made known to Buyer; (h) any Action or Liability arising out of or relating to any Product Warranty Issues or Product Warranty Claims, whether such Product Warranty Issues or Product Warranty Claims are disclosed before or after Closing, but only if such Product Warranty Issues or Product Warranty Claims relate to products sold, distributed or manufactured by the Target Companies prior to Closing, including without limitation, Actions and other items disclosed in the Disclosure Schedules or otherwise disclosed or made known to Buyer. For purposes The scope of Seller’s indemnification obligation under this Agreementclause shall include, without limitation, any Losses not covered under the insurance coverage referred to in Section 11.14, including without limitation, as a result of any deductibles, scope of coverage issues or coverage caps; and (i) any Action or Liability arising out of or relating to a Security Breach, including without limitation, the Shareholders' respective "Pro-Rata Share" shall be as follows: Xxxxxxxxx“Credit Card Matter” disclosed on Section 3.17(a), 76%; Xxxxxx, 14%; Item 4 of the Disclosure Schedules and Xxxxxx, 10%.any other Actions disclosed in the Disclosure Schedules or otherwise disclosed or made known to Buyer

Indemnification by Seller and Shareholders. Subject to the provisions set forth in Section 14.4, each of the Seller and Shareholders, severally and not jointly, and Seller agrees agree to indemnify Purchaser and its Affiliates (each a "Purchaser Indemnified Party") against, and agrees to hold each of them harmless fromits shareholders, officers and directors against any and all Losses loss, damage or expense (including, but not limited to reasonable attorneys' fees) ("Damages"), incurred or suffered sustained by them arising out Purchaser or any of its shareholders, officers or directors as a result of: (a) any breach of any provision, covenant or agreement contained in connection this Agreement by Seller or any Shareholder other than described in (b) or (c) below; (b) any inaccuracy in any of the representations or warranties made by Seller or any Shareholder in Article II of this Agreement to the extent any such inaccuracy relates and is attributable to events, actions, occurrences, conditions or omissions existing prior to the Closing Date; or (c) any inaccuracy or misrepresentation in any certificate or other document or instrument delivered by Seller or any Shareholder in accordance with any provision of this Agreement. The right to indemnification and the liability of the Company and Shareholders as described in this Article XI shall, except as specifically provided below, be limited to the Escrowed Stock (as defined in the Escrow Agreement) and shall be the exclusive remedy of Purchaser with respect to Damage claims. The obligations of Seller and the Shareholders as set forth in SECTIONS 11.1(B) and (C) shall be subject to and limited by 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 Purchaser shall give written notice of the Purchaser Indemnified Party's claim shall have been given to Seller not later than and the close of business on Shareholders stating specifically the first anniversary of basis for the Closing Date; orclaim for Damages, the amount thereof and shall tender defense thereof to Seller and the Shareholders as provided in SECTION 11.2; (b) any breach All claims for Damages shall be payable from the Poore Brothers Securxxxxx (as defined in the Escrow Agreement) in initial Fair Market Value of $300,000.00. However, except for damages arising out of intentional or failure by fraudulent: (1) actions; (2) misrepresentations; or (3) breaches, neither Seller or Shareholders any Shareholder shall have personal liability to perform pay any covenant or obligation of the indemnification Damages claimed hereunder and when the Escrowed Stock is fully released from Escrow and the Note is paid in full, Purchaser shall have no other claims for indemnification Damages against Seller or Shareholders set forth any Shareholder except for intentional or fraudulent: (1) actions; (2) misrepresentations; or (3) breaches. No claim may be made for Damages upon the Poore Brothers Securxxxxx unless and until, in this Agreement or any Related Agreement or any document delivered by Seller or Shareholders at accordance with the Closing; provided, that in the case of Pre-Closing Covenant Breaches, a notice terms 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; orEscrow Agreement, all prior claims made thereunder total at least $20,000.00; (c) the Retained ObligationsNo claim for Damages by Purchaser shall be made if Purchaser has been compensated without cost to Purchaser; orand (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 No claim for Damages shall be liable made by Purchaser if any loss is actually recovered by the Purchaser from insurers, or responsible for more than his Pro-Rata Share of from any Loss. For purposes of this Agreement, the Shareholders' respective "Pro-Rata Share" shall be as follows: Xxxxxxxxx, 76%; Xxxxxx, 14%; and Xxxxxx, 10%third party.

Indemnification by Seller and Shareholders. Subject to the provisions of Section 9.4 below (and in addition to the indemnification obligations of Seller and Shareholders set forth in Section 14.46.3(a), each which obligations shall be subject to the provisions of the Shareholdersthis Article IX), severally Seller agrees unconditionally and not jointlyjointly and severally, and Shareholders agree unconditionally and severally (in proportion to the stock ownership of each in Seller agrees as of immediately prior to indemnify Purchaser the Closing), to indemnify, defend and hold Buyer and its Affiliates shareholders, directors, officers, employees, agents, representatives, Affiliates, successors and permitted assigns (each a "Purchaser collectively, the “Buyer Indemnified Party"Parties”) againstharmless, on demand, from 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 against the following: (a) any Any and all Losses of every kind, nature or description which arise out of or result from or as a consequence of (i) the breach of or any inaccuracy in any representation or warranty made by or on behalf of Seller or the Shareholders in this Agreement (including the Exhibits and Schedules hereto) or in any of the Acquisition Agreements; or (ii) any failure by Seller or any Related Shareholder to perform, comply with or observe any one or more of their covenants, agreements or obligations contained in this Agreement or in any other agreement, instrument or document delivered to Buyer in connection with this 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 Datetransactions contemplated by this Agreement; or4416103v.8 (b) Any and all Losses which may at any breach time or from time to time arise out of or result from or as a consequence of (i) the provision, delivery or sale by Seller or its Affiliates at any time prior to the Closing Date of any services; (ii) the production, provision, marketing or sale by Seller or its Affiliates at any time prior to the Closing Date of any property, products, materials or supplies of any kind (except for Losses incurred as a result of customer product returns as contemplated by Section 1.3(ii)); (iii) any Excluded Liability; (iv) any failure by Seller or Shareholders any Shareholder 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 comply with 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 provisions of this Agreement; (v) the marketing and/or sale of products by Seller at any time prior to the Closing Date containing allegedly harmful components or substances (e.g., the Shareholders' respective "Pro-Rata Share" shall be as follows: Xxxxxxxxx, 76%; Xxxxxx, 14%ephedrine); and Xxxxxx, 10%(vi) the failure by Seller to discharge any obligations of Seller which were incurred by Seller on account of the period prior to the Closing Date (except for the Assumed Liabilities).