Indemnification by Seller and the Shareholders. Subject to the limitations set forth in SECTION 7.4, Seller, Kilat and each of the Shareholders, jointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless Buyer, and each of Buyer's officers, directors, employees, counsel, successors, assigns, and legal representatives (Buyer and such persons are collectively referred to as the "BUYER'S INDEMNIFIED PERSONS") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any inaccuracy in any representation or warranty of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document to be delivered by Seller, Kilat or the Shareholders pursuant hereto. With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Persons, within thirty (30) days after notification from Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and the Shareholders shall, at no cost or expense to Buyer's Indemnified Persons, diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and the Shareholders, Seller, Kilat and the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence. Buyer shall be entitled to offset against any amounts owed by Buyer to Seller, Kilat or the Shareholders under any Transaction Agreement any amounts owed by Seller, Kilat or the Shareholders, re...
Indemnification by Seller and the Shareholders. Seller and the Shareholders shall, jointly and severally, defend and hold harmless Buyer and its Affiliates and each of their officers, directors, employees, stockholders, members, partners and agents, and the successors to the foregoing (and their respective Affiliates' officers, directors, employees, stockholders, members, partners, and agents) (each a "Buyer Indemnified Party") from and against any and all liabilities, damages, and losses, including, without limitation, diminution in the value of the Purchased Assets, lost profits and other consequential damages, punitive damages, and all costs and expenses, including, without limitation, reasonable attorneys' and consultants' fees and expenses ("Damages") incurred or suffered as a result of or arising out of (i) the inaccuracy of any representation or warranty made by Seller or the Shareholders in this Agreement or in any certificate or other writing delivered by Seller or any Shareholder pursuant hereto or in connection herewith, (ii) the breach of any covenant or agreement made or to be performed by Seller or any Shareholder pursuant to this Agreement, (iii) any attempt (whether or not successful) by any Person to cause or require any Buyer Indemnified Party to pay or perform, any liability or obligation of, or any claim against, Seller of any kind other than the Assumed Liabilities, or (iv) any claim relating to the transactions contemplated by this Agreement asserted against a Buyer Indemnified Party by a party to a contract or relationship with Seller (other than a transferred Contract) prior to the Closing.
Indemnification by Seller and the Shareholders. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, each of Seller and Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer, and its respective officers, directors, employees, agents and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys= fees and expenses (collectively, the ADamages@) that such indemnitee shall incur or suffer, which arise, result from or relate to (I) any breach of, or failure by Seller or Shareholders to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by Seller or the Shareholders under this Agreement and (ii) the Retained Liabilities.
Indemnification by Seller and the Shareholders. Subject to the provisions of this Article 6, Seller and Shareholder, jointly and severally agree to indemnify and hold harmless Buyer, and each officer, director, employee, or other agent thereof and their respective estates (each being a "Buyer Indemnified Party"), from and against any and all claims, losses, damages, liabilities, and expenses (including without limitation, settlement costs and any legal or other fees or expenses for investigating or defending any actions or threatened actions) reasonably incurred by such Buyer Indemnified Party in connection with each and all of the following:
6.1.1 any misrepresentation or breach of any warranty made by Seller or Shareholder in this Agreement;
6.1.2 the non-fulfillment or breach of any covenant, agreement, or obligation of Seller or Shareholder contained in or contemplated by this Agreement;
6.1.3 any misrepresentation or breach of any warranty contained in any statement, certificate, or other document furnished by Seller or Shareholder pursuant to this Agreement or in connection with the transaction contemplated by this Agreement; and
6.1.4 any attempt (whether or not successful) by any person to cause or require such Buyer Indemnified Party to pay or discharge any debt, obligation, liability, or commitment, the existence of which would entitle such Buyer Indemnified Party to indemnification pursuant to clauses 6.1.1 through 6.1.3 of this Section 6.1 or would constitute a breach of any such representation, warranty, or agreement under this Agreement.
Indemnification by Seller and the Shareholders. Seller and the Shareholders, jointly and severally, agree to indemnify and hold Buyer harmless from all liabilities, damages, losses, costs, reasonable attorneys' fees and other expenses (collectively, "Losses") resulting from, arising out of or incurred with respect to, the falsity of any representation or the breach of any warranty or covenant made by Seller or the Shareholders herein or in accordance herewith or in enforcing any agreement or indemnity hereunder; provided, however, that Seller and the Shareholders shall be obligated to indemnify Buyer only to the extent that Buyer's Losses exceed $18,500 in the aggregate. Seller and the Shareholders shall not be required to indemnify Buyer for amounts in excess of the aggregate of the payments actually made to Seller under Sections 1.02(a), (b) and (c) provided, however, that, if Buyer is entitled to indemnification in excess of the amounts paid as of a particular date, Buyer may elect to utilize the Right of Offset provided for in Section 8.05 with respect to payments to be made after that date. Except as expressly provided in Section 1.03, Buyer has not assumed, or agreed to assume, any liabilities or obligations of any kind or nature whatsoever of Seller, whether direct, contingent or otherwise. In connection therewith, Seller and the Shareholders agree, jointly and severally, to indemnify and hold Buyer harmless from all Losses resulting from or arising out of or incurred in connection with any actual or alleged liability or obligation of Seller or the Shareholders not expressly assumed by Buyer.
Indemnification by Seller and the Shareholders. Seller and each Shareholder jointly and severally agree to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expense incurred by such Buyer Group Member arising from:
(i) any breach by Seller of any of Seller’s covenants or agreements in this Agreement or in any Seller Ancillary Agreement;
(ii) any breach by any Shareholder of any of such Shareholder’s covenants or agreements in this Agreement or in any Shareholder Ancillary Agreement to which such Shareholder is a party;
(iii) any breach of any warranty or the inaccuracy of any representation of Seller or any Shareholder contained in this Agreement or in any certificate delivered by or on behalf of Seller or any Shareholder pursuant hereto;
(iv) the failure of Seller to comply with any applicable bulk sales law, except that this clause shall not affect the obligation of Buyer to pay and discharge the Assumed Liabilities; or
(v) the failure of Seller to perform any Excluded Liability. Notwithstanding anything to the contrary contained in this Section 8.1 or elsewhere in this Agreement, (A) with respect to any breach or inaccuracy of Sections 4.4, 5.27, 5.28, 7.6, 9.2 and 9.3, each Shareholder shall be liable only for such Shareholder’s own breach or inaccuracy of such Sections and, with respect to any breach of a Shareholder Ancillary Agreement, each Shareholder shall be liable only for such Shareholder’s own breach of any Shareholder Ancillary Agreement to which such Shareholder is a party (it being understood that no Shareholder shall be liable for any other Shareholder’s breach or inaccuracy of Sections 4.4, 5.27, 5.28, 7.6, 9.2 and 9.3 or of any other Shareholder Ancillary Agreement), and (B) with respect to any breach of Section 7.1, Seller shall be liable only for a breach of Section 7.1 by Seller or an entity controlled by Seller (it being understood that Seller shall not be liable for any breach or inaccuracy by any Shareholder of Sections 5.27, 5.28, 7.6, 9.2 and 9.3 or any Shareholder Ancillary Agreement).
Indemnification by Seller and the Shareholders. Seller and the Shareholders shall, jointly and severally, indemnify and hold harmless at all times Buyer and its stockholders, directors, officers, employees, agents and assigns, from and against any Damages (as hereinafter defined) resulting from:
(i) any inaccurate representation made by Seller or any Shareholder in, pursuant to or under this Agreement or any Transaction Document; (ii) any breach of any warranty made by Seller or any Shareholder in, pursuant to or under this Agreement or any Transaction Document; (iii) any breach or default in the performance by Seller or any Shareholder of any of the covenants to be performed by Seller or any Shareholder hereunder or in any Transaction Document; and (iv) any Closing Date Liabilities.
Indemnification by Seller and the Shareholders. Upon the terms and subject to the conditions set forth in Sections 5.1, 5.4 and 5.5 hereof and this Section 5.2, Seller and the Shareholders, jointly and severally, agree to indemnify, defend, protect, save and hold harmless each Buyer Indemnitee (as such term is hereinafter defined) against, and will reimburse each Buyer Indemnitee on demand for, any and all Losses (as such term is hereinafter defined) made or incurred by or asserted against such Buyer Indemnitee, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from any of the following (“Seller Indemnifiable Claims”):
(a) any and all Excluded Liabilities;
(b) any and all Excluded Assets;
(c) any inaccuracy, omission, misrepresentation, breach of representation or warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Seller or the Shareholders contained herein or in any certificate or other instrument furnished or to be furnished by Seller or the Shareholders to Buyer pursuant hereto;
(d) legal matters entitled (i) Xxxx Xxxxxxx, as Special Administrator of The Estate of Xxxx Xxxxx, deceased v. AAA Galvanizing of Joliet, Inc., Case No. 03L-016135, filed in the Circuit Court of Xxxx County, Illinois, County Department, Law Division; (ii) Xxxxx & Xxxxx Investments, LLC, an Oklahoma Limited Liability Company, Xxxx & Xxxxx Xxxxx, individually, and as guardians of Xxxxxxxxx Xxxxx, Xxxx Xxxx Xxxxx, an individual, May X. Xxxxxx, an individual, Xxxx Xxxxxxx, individually, and as Mother and next friend of Xxxxxx Xxxxxxx, a minor, Xxxx Xxxxxxx, individually, and as Father and next friend of Xxxxx Xxxxxxx, a xxxxx, Xxxxxxx and Xxxx Xxxx, individually, Xxxxxxx Xxxxxxx, individually, and as Mother and next friend of Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, and Xxxxx Xx Xxxxxx, minor children, and Community Options, Inc., an Oklahoma Corporation v. Quality Galvanizing, LLC and AAA Quality Galvanizing, Inc., Case No. CJ-2006-653, filed in the District Court of Xxxxxx County, State of Oklahoma; (iii) In the Matter of Brightly Galvanized Products, Inc. and Xxxxx Xxxxxxx and International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America and its Amalgamated Xxxxx 0, Xxxx Xx. 00-XX-0000, filed before the National Labor Relations Board, Region 13; (iv) Oklahoma Department of Environmental Quality v. AAA Quality Galvanizing (Notice of Violation No. 07-AQN-022); (v) Xxxxx Xxxxx d/b/a Old 33 ...
Indemnification by Seller and the Shareholders. (a) Seller and the Shareholders shall indemnify and hold harmless Buyer and Probex and each director, officer, employee, agent and affiliate of Buyer and Probex (each, a
Indemnification by Seller and the Shareholders. Seller and the Shareholders, jointly and severally, shall indemnify and hold harmless Buyer and its Affiliates, officers, directors, managers, equity holders, parents, subsidiaries, partners, employees, agents and representatives, and any Person claiming by or through any of them (each, a “Buyer Indemnified Party”), against and in respect of any and all claims, costs, expenses, damages, liabilities, losses or deficiencies (including reasonable attorneys’ fees and other costs and expenses incident to any suit, action or proceeding) (“Damages”) arising out of, resulting from, or incurred in connection with: (a) any inaccuracy or breach in any representation or warranty made by Seller or any Shareholder in this Agreement or in any other Transaction Document or certificate delivered pursuant hereto; (b) the breach by Seller or any Shareholder of any covenant or agreement to be performed by it or them hereunder; (c) any Seller Misconduct Claims, (d) Seller’s expenses in connection with the Transaction, (e) any litigation or other legal proceeding of any nature against Seller in connection with or arising from or related to any Acquired Assets commenced, or filed in respect of claims arising or accruing, prior to the Closing Date, and (f) any claims or Damages arising from any violation of applicable “bulk sale” laws.
