Indemnification by Seller Parties. Seller Parties, jointly and severally, agree to indemnify, defend, save and hold Buyer, and each of Buyer’s agents, employees, Affiliates, officers, and directors (each individually, “Buyer Indemnitee”) harmless from and against any and all damages, indebtedness, obligations, liabilities, losses, expenses, assessments, penalties, fines, judgments, awards, settlements, costs, fees, expenses or deficiencies of any nature whatsoever and whether accrued or fixed, known or unknown, absolute or contingent, matured or un-matured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future (including and without limitation, attorneys’ fees and other costs and expenses incident to any claim, demand, action, suit, arbitration, investigation or similar proceeding) (collectively, “Losses”) incurred, suffered or sustained by any Buyer Indemnitee which is caused by, resulting from or arising out of: (i) any breach of any representation or warranty of any of Seller Parties contained in Section 5 of this Agreement or in any certificate delivered by any Seller Parties hereunder; (ii) any breach of any covenant or agreement set forth herein by any Seller Parties or any non-fulfillment of any obligation of any of Seller Parties under this Agreement or any exhibit, schedule, certificate or any other document furnished in connection herewith; and (iii) any Excluded Liabilities or any Taxes of any of Seller Parties with respect to periods ending on or prior to the Closing Date. In the event that a Buyer Indemnitee has a claim for indemnification against the Seller Parties hereunder, the Buyer Indemnitee shall first proceed against any amount in the Escrow Account. If there is an insufficient amount available in the Escrow Account, taking into account all other claims against the Escrow and the amounts remaining in the Escrow Account, the Buyer Indemnitee may proceed against the Seller Parties.
Indemnification by Seller Parties. From and after the Closing, Seller Parties shall indemnify, hold harmless and defend Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries), officers, directors and agents (each, a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”) against and in respect of any and all Losses incurred or suffered by any Buyer Indemnitee that result from or arise out of:
(a) any breach of, or inaccuracy in, any representation or warranty made by Seller Parties under ARTICLE 3 or ARTICLE 4 of this Agreement;
(b) any failure by the Company and/or the Seller Parties to fully perform, fulfill or comply with any covenant set forth herein to be performed, fulfilled or complied with by the Company and/or the Seller Parties prior to Closing or, in the case of the Seller Parties, following Closing;
(c) any and all Liabilities of Seller Parties, of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown;
(d) any Action by the creditors of the Company that the transactions contemplated hereby, including the purchase of the Shares by Buyer, constitutes a fraudulent conveyance; and
(e) any fraud, fraud in the inducement or intentional misrepresentation by any Seller Parties, the Company or its Subsidiaries.
Indemnification by Seller Parties. Subject to the other provisions of this ARTICLE 11 (Indemnification; Remedies), from and after Closing, Seller Parties will indemnify, defend and hold harmless Buyer and its Affiliates and their respective officers, directors and employees (collectively, the “Buyer Indemnified Parties”) for any loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Damages”), to the extent caused by or arising from: (a) any breach of any representation or warranty of Seller Parties contained in this Agreement or the Other Transaction Documents, (b) any breach of any covenant of Seller Parties contained in this Agreement or the Other Transaction Documents, (c) any Liabilities of Seller Parties under or relating to the Welichem Agreement or any breach thereof by Seller Parties, in each case, to the extent arising prior to the Closing Date or relating to any period prior to the Closing Date, (d) any of the Excluded Liabilities or (e) any Third Party Claim based on or alleging infringement or misappropriation of such Third Party’s intellectual property arising under or resulting from the Development, Manufacture or Commercialization of any Compound or Product prior to the Closing.
Indemnification by Seller Parties. Subject to the other terms and conditions of this Article VIII, Seller Parties shall indemnify and defend each of Troika, Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, Judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, “Losses”), incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect to:
(i) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, any other Ancillary Document , or any schedule, certificate, or exhibit related thereto, as of the date 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);
(ii) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement, any other Ancillary Document, or any schedule, certificate, or exhibit related thereto;
(iii) any Third Party Claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller Parties or any of their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing, or arising on or prior to the Closing Date. For purposes of this Agreement, “Third Party Claim” means notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing.
Indemnification by Seller Parties. Subject to the terms and conditions of this Article 6, the Seller Parties, severally and not jointly, will indemnify and hold harmless Buyer, the Surviving Corporation, each of their respective Subsidiaries, each of their respective Affiliates, and their respective successors and assigns (the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this Article 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (i) any breach or inaccuracy of any representation or warranty made in this Agreement or in any certificate or instrument delivered pursuant hereto, (ii) any breach of any covenant or agreement of the Company, any of its Subsidiaries or the Representative in this Agreement or in any certificate or instrument delivered pursuant hereto, (iii) any claim, including, but not limited to, an appraisal claim, made by any Seller Party relating to such Person’s rights with respect to the Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet, and any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares or (iv) any Adverse Consequences attributable to the failure of any Seller Party (other than any Seller) to deliver the Required Documentation.
Indemnification by Seller Parties. Subject to the terms and conditions of this Section 9, from and after the Closing, the Seller Parties shall, jointly and severally, indemnify, defend and hold harmless the Buyer Parties, each of their respective Affiliates, and their respective successors, assigns, officers, trustees, directors, employees and agents (collectively, the “Buyer Indemnitees”) from and against any Loss suffered or incurred by any such Buyer Indemnitee, whether such Loss exists or accrues prior to, on or subsequent to the Closing Date, arising out of or in connection with any of the following:
(a) any inaccuracy in or breach of any of the representations or warranties of the Seller Parties contained in Section 3 of this Agreement or in any Closing Instrument as of the date 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 Parties pursuant to this Agreement or in any Closing Instrument; or
(c) any claims with respect to any of the Excluded Liabilities, including the failure to discharge any of the Excluded Liabilities when due.
Indemnification by Seller Parties. Seller Parties, jointly and severally, shall pay, reimburse, indemnify, and hold harmless Buyer and its [directors / managers], officers, [shareholders / members], successors, and permitted assigns from and against any and all claims, suits, actions, assessments, losses, diminution in value, liabilities, Taxes, fines, penalties, damages (compensatory, consequential, direct, indirect, and other), costs, and expenses (including reasonable legal fees) (Losses), and including any Losses that arise in the absence of a third-party claim, in connection with or resulting from:
(a) All debts, liabilities, and obligations of Seller of any kind or character whatsoever to the extent existing or arising from facts and circumstances in existence at, before, or after the Closing, including, without limiting the generality of the foregoing, debts, liabilities, and obligations arising from negligence, gross negligence, strict liability, tort, toxic tort, environmental liabilities, violations of law, default under any Contract or Commitment, or otherwise attributable to Seller or for which Seller shall be responsible, and whether any of the debts, liabilities, and obligations are accrued, absolute, contingent, based on a contingency, matured, not matured, known, unknown, or otherwise, except only for the Assumed Liabilities.
(b) Any inaccuracy in any representation or breach of any warranty of Seller Parties contained in this Agreement or any Related Agreement (whether made at the date of this Agreement or the Closing Date).
(c) Any failure by Seller Parties to perform or observe in full, or to have performed or observed in full, any covenant, agreement, or condition to be performed or observed by the Seller Parties under this Agreement or any Related Agreement.
(d) Any of the following to the extent existing or arising on or before the Closing Date: (i) the presence, management, production, refinement, manufacture, processing, distribution, use, treatment, sale, storage, disposal, transportation, or handling, or the emission, discharge, release, or threatened release of any Hazardous Substances on, over, under, from, or affecting the Premises or the soil, water, vegetation, persons, or animals thereon; (ii) any death, personal injury, or property damage (real or personal) arising out of or related to Hazardous Substances on, over, under, or from the Premises; and (iii) any violation of any Environmental Laws by Seller or its officers, [directors / managers], [shareholders ...
Indemnification by Seller Parties. Each of the Seller Parties (and AsTraKel with respect to clauses (i)(D), (ii)(D) and (vi) (with respect to item 2 on the attached INDEMNIFICATION SCHEDULE)) shall jointly and severally indemnify Buyer and its Affiliates, stockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach by any Seller Party of any representation or warranty made by the Seller Parties in (A) this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by Seller pursuant to this Agreement, (B) the Equipment Purchase Agreement, (C) the Goodwill Purchase Agreement (D) the CCC Merger Agreement or (E) the Xxxx Xxxx Merger Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by any Seller Party under (A) this Agreement or any of the Schedules and Exhibits attached hereto, (B) the Equipment Purchase Agreement, (C) the Goodwill Purchase Agreement (D) the CCC Merger Agreement or (E) the Xxxx Xxxx Merger Agreement; (iii) any Excluded Liability; (iv) any Taxes of Seller with respect to any Tax year or portion thereof ending on, before or after the Closing Date as determined in accordance with Section 8.10 hereof; (v) any services or work performed prior to the Closing in violation of any collective bargaining agreement or collective bargaining relationship to which the Seller Parties or their Affiliates are a party or are otherwise bound, or (vi) any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT none of the Seller Parties shall have any liability under clause (i) above (other than with respect to the Principal Representations) unless the aggregate of all Losses relating thereto for which the Seller Parties would, but for this pr...
Indemnification by Seller Parties. Subject to the provisions herein set forth, Seller Parties agree to, jointly and severally, indemnify, defend and hold harmless Buyer Indemnified Parties from and against and shall pay to Buyer Indemnified Parties the amount of, or reimburse Buyer Indemnified Parties for, any and all Damages that Buyer Indemnified Parties incur as a result of, or with respect to (except as caused by the acts or omissions of any Buyer Indemnified Party, and whether or not in connection with any third-party claim): (a) the inaccuracy or breach of (i) any Fundamental Representation or (ii) any other representation or warranty contained in or made pursuant to this Agreement, including the Schedules, supplements to the Schedules, any Transaction Document or other certificate or document delivered by any Seller Party pursuant to this Agreement; (b) the non-compliance with or failure to perform any agreement or covenant of any Seller Party contained in or made pursuant to this Agreement; (c) the claims of any broker, finder or other Person engaged by any Seller Party or the Company; (d) any Benefit Plan established or maintained by the Company prior to the Closing Date or any severance payments due to employees of the Company terminated prior to the Closing Date; (e) any event, matter or circumstance occurring, existing or relating to the ownership, operation or maintenance of the Company or the Company’s Business prior to the Closing Date, including any Excluded Liabilities; (f) any Closing Date Indebtedness that is not properly identified by Seller or that is not otherwise deducted from the Purchase Price at Closing and remains owing after the Closing; (g) the failure to obtain any Required Consent; 36
Indemnification by Seller Parties. (i) The Seller Parties shall have no indemnification obligation under Section 10.02(a), other than with respect to their Fundamental Representations, unless the cumulative amount of all Purchaser Losses exceeds $2,500,000, in which case the Purchaser Indemnified Parties shall be entitled to recover all Purchaser Losses (including all Purchaser Losses included within the $2,500,000 threshold).
