Indemnification by Target. TARGET shall indemnify, defend and hold harmless SUB and PARENT and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or partner of SUB and PARENT, or an employee of SUB and PARENT and their respective heirs, legal representatives, successors and assigns (collectively the “SUB Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) any breach of this Agreement by TARGET, including but not limited to failure of any representation or warranty to be true and correct at or before the Closing, or (ii) any act, omission or conduct of any officer, director or agent of TARGET prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing, or (iii) relating to the consummation of the transactions contemplated herein, and any action taken in connection therewith (collectively “SUB Indemnified Liabilities”). Any SUB Indemnified Party wishing to claim indemnification under this Section 8.02, upon learning of any such claim, action, suit, proceeding or investigation, shall notify TARGET, but the failure so to notify shall not relieve TARGET from any liability that it may have under this Section 8.02, except to the extent that such failure would materially prejudice TARGET.
Indemnification by Target. Subject to the limitations set forth in this Section 10.2, from and after the Effective Time, Acquirer and its respective officers, directors, agents and employees, and each person, if any, who controls or may control Acquirer within the meaning of the Securities Act (hereinafter in this Section 10.2 referred to individually as an "Acquiror Indemnified Person" and collectively as "Acquiror Indemnified Persons") shall be indemnified and held harmless from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees (collectively, "Claims"):
(a) Arising out of any breach by Target of the representations, warranties or covenants given or made by Target in this Agreement;
(b) any and all actions, suits, claims or legal, administrative, arbitrative, governmental or other proceedings or investigations against any Acquirer Indemnified Person arising out of such breach.
Indemnification by Target. (a) Each of the Indemnitees shall be held harmless and indemnified and shall be compensated and reimbursed for any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2, in the Closing Certificate or in the Distribution Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty); (ii) any breach of any covenant or obligation of Target (including the covenants set forth in Sections 4 and 5); (iii) any liability or obligation in respect of any Tax which is owed or owing by Target or which has been levied, assessed, demanded of or imposed on Target (excluding any Tax reflected in the Closing Date Balance Sheet, as evidenced in the books and records of Target existing on the Closing Date); (iv) the absence of a Confidential Information Agreement enforceable by Target against any employee or former employee of Target (excluding non-managerial administrative and clerical employees); (v) the absence of a Consultant Confidentiality Information Agreement enforceable by Target against any current or former consultant to, or current or former independent contractor of, Target; (vi) any Legal Proceeding relating directly or indirectly to (A) any inaccuracy, breach, liability, obligation or other matter of the type referred to in clause "(i)," "(ii)," "(iii)," "(iv)" or "
Indemnification by Target. Subject to the limitations set forth in this Article VIII, from and after the Closing, Target shall indemnify and hold harmless Acquiror and the Surviving Corporation and their respective officers, directors, agents, Affiliates, attorneys, representatives and employees, and each Person, if any, who controls or may control Acquiror or the Surviving Corporation within the meaning of the Securities Act (individually an “Acquiror Indemnified Person” and collectively the “Acquiror Indemnified Persons”) from and against any and all losses, costs, damages, liabilities, Taxes and expenses, including, without limitation, costs and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees and expenses (collectively, “Damages”), resulting from or arising out of:
(i) any misrepresentation or breach or nonfulfillment of, or default in connection with, any of the representations and warranties given or made by Target in this Agreement or the Target Disclosure Schedules;
(ii) any non-fulfillment or breach of any covenant or agreement made by Target in this Agreement;
(iii) the amount that the Surviving Corporation is required to pay to any Target Stockholder that exercises dissenters right under Delaware Law;
(iv) the Tax indemnification in accordance with Section 8.10.
(v) any claim relating to the Information Statement, except to the extent related to matters for which Acquiror is responsible as set forth in Sections 6.1(b) and 6.1(c).
Indemnification by Target. Target shall indemnify Buyer and its affiliates, officers, directors, employees, equityholders, agents, successors, assigns and affiliates against any loss, liability, claim, damage, or out-of-pocket expense (including reasonable legal fees and expenses), except as otherwise provided in Sections 11(c), 11(d), and 11(e), suffered or incurred by any such indemnified party to the extent caused proximately by:
(i) any breach of any representation or warranty of Target contained in this Agreement (other than any representations or warranties contained in Section 4(g), all of which are the subject of Section 10) or in the certificates delivered by Target pursuant Section 3(a)(iii) and 3(a)(xii),
(ii) any breach of any covenant of Target contained in this Agreement, including the covenants of Target contained in Section 9,
(iii) any liability or obligation relating to the operation or ownership of the Minnesota Stores, or
(iv) any liability or obligation relating to stores or distribution centers formerly owned or operated by Mervyn’s that have been closed or sold prior to the date of the Interim Statement of Net Assets (other than the Hialeah, Florida store), provided, however, that:
(A) Target shall not have any liability under clause (i) above (except for breaches of the first and second sentence of Section 4(a) and Sections 4(b), 4(c), 4(g), 4(o), 4(u) or 22) unless the loss, liability, claim, damage, or expense under clause (i) for which Target would, but for this clause (A), be liable (1) exceeds $50,000 on an individual basis and (2) the aggregate of all such losses, liabilities, claims, damages, and expenses that individually exceed $50,000 exceeds, on a cumulative basis, an amount equal to 2% of the Adjusted Purchase Price, and then only to the extent of any such excess,
(B) Target shall not have any liability under clause (i) above (except for breaches of the first and second sentence of Section 4(a) and Sections 4(b), 4(c), 4(g), 4(o), 4(u) or 22) to the extent the aggregate of all losses, liabilities, claims, damages, and expenses under clause (i) for which Target would, but for the provisions of this clause (B), be liable exceeds, on a cumulative basis, an amount equal to 5% of the Adjusted Purchase Price, and
(C) Target shall not have any liability under this Section 11(a) for any loss, liability, claim, damage, or expense to the extent (and in the same amount) such loss, liability, claim, damage, or expense has been included in the final determinat...
Indemnification by Target. Subject to the provisions and limitations contained in this Section 9, from and after the Closing, Principal Shareholders hereby agree to indemnify, defend and hold harmless Acquiror, its Affiliates and Merger Sub (collectively, the "Acquiror Indemnified Parties") from and against any and all Losses, Actions, Proceedings, claims and Liabilities, including, without limitation, reasonable out of pocket expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding, including proceedings between the parties hereto (collectively "Acquiror Losses") which the Acquiror Indemnified Parties may at any time sustain or incur, which are occasioned by, caused by or arise out of any inaccuracy in or breach of any of the representations and warranties of Target in this Agreement, or any breach of any covenants or other agreements made by Target in this Agreement to the extent not waived in writing by Acquiror. For the purposes of this Section 9, references to the terms "material" and "materially" and Material Adverse Effect limitations shall be ignored for the purposes of determining if there was a breach or inaccuracy of the representations and warranties. Principal Shareholders shall not have any right of contribution from Target with respect to any Acquiror Losses claimed by any Acquiror Indemnified Parties after the Closing.
Indemnification by Target. 43 9.3 Threshold.......................................................... 44 9.4
Indemnification by Target. Target shall, for a period of one year from the earlier of the Closing Date or the date of termination of this Agreement, indemnify, defend and hold harmless each of Pubco and its respective officers, directors, subsidiaries, agents, affiliates, and employees from and against any and all Losses arising out of, directly or indirectly, any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by Target in this Agreement, the schedules hereto, or any certificate, instrument or D/EPM/762545.9 document delivered by Target pursuant to this Agreement and any material liabilities of Target not included in the Financial Statements.
Indemnification by Target. Subject to the limitations set forth in this Section 8, the shareholders of Target (including Principal Shareholder) (the "Shareholder Indemnitors") will jointly and severally indemnify and hold harmless Acquiror and the Surviving Corporation and its respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may control Acquiror or the Surviving Corporation within the meaning of the Securities Act (hereinafter referred to individually as an "Acquiror Indemnified Person" and collectively as "Acquiror Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, legal fees, (collectively, "Damages") arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by Target in this Agreement, the Target Disclosure Schedules or any exhibit or schedule to this Agreement.
Indemnification by Target. Subject to the limitations set forth in this Section 8, the shareholders of Target will jointly and severally indemnify and hold harmless Acquiror and the Surviving Corporation and its respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may control Acquiror or the Surviving Corporation within the meaning of the Securities Act (hereinafter referred to individually as an "Acquiror Indemnified Person" and collectively as "Acquiror Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, 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 Target in this Agreement as modified by the Supplement, the Target Disclosure Letters or any exhibit or schedule to this Agreement for which indemnity is sought on or before the end of the applicable survival period set forth in Section 8.2(a), or arising out of (ii) (A) any Operational Defects associated with the 401(k) Plan ("401(k) Plan Liability") for which indemnity is sought on or before the end of the second anniversary of the Closing Date or (B) costs, computed pursuant to generally accepted accounting principles, associated with "in warranty" returns of Plug & Stor products that were shipped or committed to be shipped prior to Closing, to the extent such costs exceed the current warranty reserve amount of $300,000 (subject to credit for any recovery by Acquiror [net of Acquiror's recovery
