Indemnification by Seller and Stockholders. (a) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its representations, warranties, and covenants contained in the Agreement, and, provided that Purchaser or Parent makes a written claim for indemnification against Seller pursuant to Section 12.03 below, then Seller agrees to indemnify Parent and Purchaser from and against the entirety of any Adverse Consequences Parent or Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(b) In the event any Stockholder breaches (or in the event any third party alleges facts that, if true, would mean any of the Stockholders has breached) any of his representations, warranties, and covenants contained in this Agreement, and, Purchaser or Parent makes a written claim for indemnification against Seller pursuant to Section 12.03 below, then the Stockholders agree, jointly and severally, to indemnify Purchaser and Parent from and against any Adverse Consequences Parent or Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(c) Seller and each of the Stockholders agree to, jointly and severally, indemnify Purchaser and Parent from and against any Adverse Consequences either Parent or Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by: (i) any liability of Seller which is not an Assumed Liability (including any liability of Seller that becomes a liability of Purchaser under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under Environmental Requirements, representatives or employees do not exacerbate and as to which they exercise due care and caution under the circumstances or otherwise by operation of law); or (ii) any liability of any of Seller for unpaid Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date).
Indemnification by Seller and Stockholders. Seller and Stockholders shall jointly and severally indemnify and hold Purchaser harmless from and against any Losses that Purchaser may suffer, sustain, incur or become subject to, arising out of, based upon, or by reason of (i) any breach of the warranties, representations, covenants and agreements of Seller or either Stockholder contained in this Agreement; (ii) the failure of Seller to pay any obligations not expressly assumed by Purchaser; and (iii) all reasonable cost incurred by Purchaser in connection with the investigation and enforcement of any of the foregoing indemnification obligations. The obligations of Seller and Stockholders pursuant to this paragraph is in addition to, and not in lieu of, any of the other obligations of Seller pursuant to this Agreement.
Indemnification by Seller and Stockholders. Subject to the other terms and conditions of this Article VIII, from and after the Closing, Seller and the Stockholders shall jointly and severally indemnify, hold harmless and defend Buyer, its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) from and against, and pay on behalf of or reimburse such Buyer Indemnitees in respect of, any and all Losses asserted against, incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Seller and the Stockholders contained in Article IV or in any certificate or instrument delivered by or on behalf of the Seller or Stockholders pursuant to this Agreement as of the date that such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (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);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Seller pursuant to this Agreement;
(c) the Excluded Assets or the Excluded Liabilities; and
(d) the Drilling Business, including the business, operations or assets relating thereto, whether arising out of, resulting from or relating to facts, circumstances, events or occurrences prior to or following the Closing.
Indemnification by Seller and Stockholders. Each of the Stockholders, GWI and GEM hereby jointly and severally indemnify and hold Purchaser, and Purchaser's stockholders, officers and directors, employees and agents and their respective successors and assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, damages, liabilities, obligations, losses, costs, expenses (including, without limitation, reasonable legal costs and expenses) and judgments (at equity or at law) arising out of or resulting from (a) the breach of any representation, warranty or covenant of the Seller or the Stockholders under this Agreement or the Seller's Transaction Documents, (b) the operation of the Business or the ownership or use of the Purchased Assets prior to the Closing, other than the Assumed Liabilities, (c) any action, claim, suit or proceeding based on failure of Seller or Stockholders to comply with Section 5.10 above, (d) the Excluded Businesses, and (e) all Environmental Matters set forth on Schedule 3.26.
Indemnification by Seller and Stockholders. From and after the Closing Date, for a period of three (3) years thereafter, Seller and Stockholders shall indemnify, defend and hold harmless Buyer, its successors and assigns, from and against any and all claims, demands, liabilities, obligations, actions, suits, proceedings, losses, damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties and reasonable attorneys; fees (including without limitation attorneys' fees incurred in investigating or in attempting to avoid the same or oppose the imposition thereof), of every kind and description, contingent or otherwise (the foregoing hereinafter collectively referred to as "Damages") against Buyer or the Purchased Assets, occasioned by, arising out of or resulting from any misrepresentation (and during the period of time for which a representation shall survive Closing Date), breach of warranty or covenant (and during the period of time for which a warranty or covenant shall survive, or be enforceable following, the Closing Date), or default or nonfulfillment of any agreement on the part of Seller under this Agreement, or any certificate, agreement, appendix, schedule or other instrument furnished to or to be furnished to Buyer pursuant to this Agreement. Buyer, with reasonable promptness, shall notify Seller and Stockholders of any claim against Buyer for Damages, and Seller and Stockholders shall have, at their election, the right to compromise or defend any such matter through counsel of their own choosing, any such compromise or defense to be at the expense of Seller and Stockholders. Buyer agrees, at the expense of Seller and Stockholders, to cooperate in the defense of any such claim for Damages. Seller and Stockholders shall take whatever action is necessary in the course of defending any claim to which the foregoing indemnification applies to avoid the imposition of any lien on Buyer's assets. If Seller and Stockholders fail to take such action after reasonable notice, Buyer may, in the settlement of any claim for such Damages, exercise the right of set-off against all or any sum of money then due, or to become due, to Seller (or its successors and assigns, if any) as Earn-Out Fees under Section 3.3, together with any other remedy or right which Buyer may then exercise against Seller or Stockholders (in their individual capacity, as parties to this Agreement) under this Section 8.1.
Indemnification by Seller and Stockholders. Seller and Stockholders will, jointly and severally, indemnify, defend and hold harmless Purchaser and its Affiliates (including without limitation CEC), and each of their respective directors, officers, employees, stockholders, agents, advisors and controlling persons, and will pay to Purchaser and such other Persons the amount of, any actual loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Indemnifiable Losses"), arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by Seller or Stockholders in this Agreement or any other certificate or document delivered by Seller or Stockholders pursuant to this Agreement;
(b) any breach by Seller or Stockholders of any covenant or obligation of Seller or Stockholders in this Agreement or any other document delivered by Seller or Stockholders pursuant to this Agreement;
(c) 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 or Stockholders (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement; or
(d) any matter relating to the operation of Seller or the School prior to the Closing other than Assumed Liabilities.
Indemnification by Seller and Stockholders. (a) Seller and each Stockholder hereby jointly and severally agree at all times hereafter to indemnify and hold harmless Buyer from and against any "Loss." For the purposes of this Section 6.1, "Loss" shall mean:
Indemnification by Seller and Stockholders. Subject to Section 8.1, Section 8.2 and Section 8.6, each of Seller and Stockholders agree jointly, but severally in proportion to their stock ownership in Seller to, and shall indemnify Buyer its Affiliates and the officers, directors, employees, stockholders, representatives and agents of each of them (the “Buyer Indemnified Parties”) and hold each of them harmless against and in respect of any and all Indemnifiable Damages resulting from, or in respect of, any of the following:
(a) Any misrepresentation or breach of warranty on the part of Seller or Stockholders under this Agreement or any of the Other Closing Documents executed and delivered by Seller or Stockholders;
(b) Any breach or non-fulfillment of covenants on the part of Seller or Stockholders under this Agreement or any of the Other Closing Documents;
(c) The Retained Liabilities; and
(d) Any noncompliance with any Regulation relating to bulk sales transfers, or any fraudulent transfer law or bulk sales law in respect of the transactions contemplated by this Agreement.
Indemnification by Seller and Stockholders. Seller and Stockholders shall indemnify, defend, and hold harmless Company and their Released Persons from any and all losses arising from, connected with, or based any claim based on allegations that, if true, would constitute a breach of any of Company’s representations, warranties, or covenants under this Agreement.
Indemnification by Seller and Stockholders. Subject only to Section 7.5, Seller and Stockholders shall, jointly and severally, indemnify, defend, and hold harmless Parent, Buyer, its Affiliates, and their officers, directors, employees, stockholders, agents, and other representatives (collectively, “Buyer Indemnitees”) against and in respect of any and all losses, costs, expenses, claims, damages, Proceedings, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, directions, dues, penalties, fines, amounts paid in settlement, Taxes, liens, losses, and fees, court costs, obligations, and liabilities, including interest, penalties, and attorneys fees, and disbursements (“Damages”), arising out of, based upon or otherwise in respect of:
(a) any inaccuracy in or breach of any representation or warranty of Seller or any Stockholder made in or pursuant to this Agreement or the Disclosure Statement;
(b) any breach or nonfulfillment of any covenant or obligation of Seller or any Stockholder contained in this Agreement or any other Transaction Document;
(c) any liability arising out of the Business and the ownership or operation of the Purchased Assets before the Effective Time, and any liabilities of Seller arising after the Effective Time;
(d) any liability for or with respect to Taxes (whether or not reserved against or contested) for taxable periods up to and including the Closing Date;
(e) any noncompliance with or liability under any bulk sales Laws or fraudulent transfer law in respect of any of the Contemplated Transactions or under the WARN Act or any similar Law;
(f) any Environmental Liabilities; and
(g) any Retained Liabilities, including, without limitation, those Retained Liabilities set forth on Schedule 7.1(g). To the extent that any claim for indemnification may be made under Section 7.1(a) and under Section 7.1(c), (d), or (g), then Buyer and Parent shall have the right, in their sole discretion, to treat such claim only under such other Section and not under Section 7.1(a).
