Indemnification by the Buyer and Newco. Notwithstanding the Closing, and, with respect to paragraph (a) only, except to the extent that the Seller or the Parent has any knowledge or information with respect to such matter on or prior to the Closing Date (it being agreed that the Seller Indemnitees are entitled to indemnification under this Section 6.3 regardless of their knowledge of facts giving rise to any litigation referred to in paragraph (b) hereof or of their knowledge for purposes of the representation and warranty set forth in the penultimate sentence of Section 4.4 of any liabilities or claims against the Buyer or any of its Affiliates), the Buyer and Newco shall, jointly and severally, indemnify and agree to fully defend, save and hold the Seller, the Parent, or any Affiliate of the Seller or of the Parent and their directors, officers and employees (the "Seller Indemnitees"), harmless if any Seller Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees and expenses of investigation incurred by the Seller Indemnitees in any action or proceeding between the Buyer or Newco and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiency, interest, penalty, impositions, assessments or fines (collectively, "Seller Losses") arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, any and all the Buyer Events of Breach. As used herein, "Buyer Events of Breach" shall be and mean any one or more of the following: (a) any untruth or inaccuracy in any representation of the Buyer or Newco or the breach of any warranty of the Buyer or Newco contained in the Transaction Documents written notice of which has been given to the Buyer and Newco prior to the expiration of any survival period applicable thereto; (b) any Proceeding is brought by any stockholder of the Buyer, either directly or derivatively, challenging any of the transactions contemplated herein or in any other Transaction Document or asserting any liability on the part of Parent, any of its affiliates or any of the respective officers or directors; (c) any failure of the Buyer or Newco duly to perform or observe any term, provision, covenant, agreement or condition contained herein or in the Transaction Documents on the part of the Buyer or Newco to be performed or observed; provided, however, that, except for Seller Losses incurred by the Seller Indemnitees in connection with the inaccuracy of any representations or the breach of any warranty of the Buyer or Newco relating to Taxes, the representations and warranties contained in Section 5.4 hereof or actual fraud by the Buyer or Newco, the Buyer and Newco shall have no obligation to make any payment under Section 6.3(a) hereof with respect to any representation or warranty unless (i) the Seller Indemnitees have suffered Seller Losses by reason of any particular representation or warranty, together with all other particular claims arising from the same facts and circumstances, in excess of $50,000 and (ii) until all Seller Indemnitees have suffered Seller Losses (other than Seller Losses below the $50,000 threshold referred to in clause (i) above) by reason of all such claims that exceed $500,000, it being understood that once such amount is exceeded, the aggregate of all such claims in excess of $500,000 shall be payable by the Buyer and Newco on demand by the Seller.
Appears in 2 contracts
Samples: Purchase Agreement (Reading Entertainment Inc), Purchase Agreement (Craig Corp)
Indemnification by the Buyer and Newco. Notwithstanding the Closing, and, with respect to paragraph (a) only, except to the extent that the Seller or the Parent has any knowledge or information with respect to such matter on or prior to the Closing Date (it being agreed that the Seller Indemnitees are entitled to indemnification under this Section 6.3 regardless of their knowledge of facts giving rise to any litigation referred to in paragraph (b) hereof or of their knowledge for purposes of the representation and warranty set forth in the penultimate sentence of Section 4.4 of any liabilities or claims against the Buyer or any of its Affiliates), the Buyer and Newco shall, jointly and severally, indemnify and agree to fully defend, save and hold the Seller, the Parent, or any Affiliate of the Seller or of the Parent and their directors, officers and employees (the "Seller IndemniteesSELLER INDEMNITEES"), harmless if any Seller Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees and expenses of investigation incurred by the Seller Indemnitees in any action or proceeding between the Buyer or Newco and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiency, interest, penalty, impositions, assessments or fines (collectively, "Seller LossesSELLER LOSSES") arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, any and all the Buyer Events of Breach. As used herein, "Buyer Events of BreachBUYER EVENTS OF BREACH" shall be and mean any one or more of the following:
(a) any untruth or inaccuracy in any representation of the Buyer or Newco or the breach of any warranty of the Buyer or Newco contained in the Transaction Documents written notice of which has been given to the Buyer and Newco prior to the expiration of any survival period applicable thereto;
(b) any Proceeding is brought by any stockholder of the Buyer, either directly or derivatively, challenging any of the transactions contemplated herein or in any other Transaction Document or asserting any liability on the part of Parent, any of its affiliates or any of the respective officers or directors;
(c) any failure of the Buyer or Newco duly to perform or observe any term, provision, covenant, agreement or condition contained herein or in the Transaction Documents on the part of the Buyer or Newco to be performed or observed; provided, however, that, except for Seller Losses incurred by the Seller Indemnitees in connection with the inaccuracy of any representations or the breach of any warranty of the Buyer or Newco relating to Taxes, the representations and warranties contained in Section 5.4 hereof or actual fraud by the Buyer or Newco, the Buyer and Newco shall have no obligation to make any payment under Section 6.3(a) hereof with respect to any representation or warranty unless (i) the Seller Indemnitees have suffered Seller Losses by reason of any particular representation or warranty, together with all other particular claims arising from the same facts and circumstances, in excess of $50,000 and (ii) until all Seller Indemnitees have suffered Seller Losses (other than Seller Losses below the $50,000 threshold referred to in clause (i) above) by reason of all such claims that exceed $500,000, it being understood that once such amount is exceeded, the aggregate of all such claims in excess of $500,000 shall be payable by the Buyer and Newco on demand by the Seller.other
Appears in 1 contract
Indemnification by the Buyer and Newco. Notwithstanding the Closing, and, with respect to paragraph (a) only, except to the extent that the Seller or the Parent has any knowledge or information with respect to such matter on or prior to the Closing Date (it being agreed that the Seller Indemnitees are entitled to indemnification under this Section 6.3 regardless of their knowledge of facts giving rise to any litigation referred to in paragraph (b) hereof or of their knowledge for purposes of the representation and warranty set forth in the penultimate sentence of Section 4.4 of any liabilities or claims against the Buyer or any of its Affiliates), the Buyer and Newco shall, jointly and severally, indemnify and agree to fully defend, save and hold the Seller, the Parent, or any Affiliate of the Seller or of the Parent and their directors, officers and employees (the "Seller Indemnitees"), harmless if any Seller Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees and expenses of investigation incurred by the Seller Indemnitees in any action or proceeding between the Buyer or Newco and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiency, interest, penalty, impositions, assessments or fines (collectively, "Seller Losses") arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, any and all the Buyer Events of Breach. As used herein, "Buyer Events of Breach" shall be and mean any one or more of the following:
(a) any untruth or inaccuracy in any representation of the Buyer or Newco or the breach of any warranty of the Buyer or Newco contained in the Transaction Documents written notice of which has been given to the Buyer and Newco prior to the expiration of any survival period applicable thereto;
(b) any Proceeding is brought by any stockholder of the Buyer, either directly or derivatively, challenging any of the transactions contemplated herein or in any other Transaction Document or asserting any liability on the part of Parent, any of its affiliates or any of the respective officers or directors;
(c) any failure of the Buyer or Newco duly to perform or observe any term, provision, covenant, agreement or condition contained herein or in the Transaction Documents on the part of the Buyer or Newco to be performed or observed; provided, however, that, except for Seller Losses incurred by the Seller Indemnitees in connection with the inaccuracy of any representations or the breach of any warranty of the Buyer or Newco relating to Taxes, the representations and warranties contained in Section 5.4 hereof or actual fraud by the Buyer or Newco, the Buyer and Newco shall have no obligation to make any payment under Section 6.3(a) hereof with respect to any representation or warranty unless (i) the Seller Indemnitees have suffered Seller Losses by reason of any particular representation or warranty, together with all other particular claims arising from the same facts and circumstances, in excess of $50,000 and (ii) until all Seller Indemnitees have suffered Seller Losses (other than Seller Losses below the $50,000 threshold referred to in clause (i) above) by reason of all such claims that exceed $500,000, it being understood that once such amount is exceeded, the aggregate of all such claims in excess of $500,000 shall be payable by the Buyer and Newco on demand by the Seller.
Appears in 1 contract
Samples: Purchase Agreement (Craig Corp)
