Indemnification by the Buyer Parties. (a) The Buyer Parties covenant and agree, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend and hold harmless the Seller Parties, and the Seller Parties’ officers, directors, employees and agents (collectively, the “Indemnified Parties”), from and against its reasonable attorneys’ fees, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to or resulting from any suit, action or proceeding (“Claim”) brought by a holder of the Class A Common Stock of Parent (“Class A Stockholder”) against the Indemnified Parties that is based, in whole or in part, on allegations that the special committee of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with this Agreement or the transactions contemplated hereby that resulted in damages to Parent or the Class A Stockholders; provided, however, that (i) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties from or against any Losses arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders; and (ii) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties with respect to any claim between the Buyer Parties and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, in connection with this Agreement or the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitive
Indemnification by the Buyer Parties. From and after the Closing, the Buyer Parties shall jointly and severally indemnify and hold harmless Seller, its Affiliates, and its and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses, regardless of whether or not such Losses relate to any Third-Party Claim, to the extent arising out of or resulting from:
(a) any breach of any representation or warranty made by any Buyer Party contained in this Agreement or any Indemnification Ancillary Agreement (in each case disregarding all Materiality Qualifiers for the purpose of determining whether a breach has occurred and the amount of Losses arising from such breach);
(b) any breach of any covenant or agreement of any Buyer Party contained in this Agreement or any Ancillary Agreement; and
(c) any Assumed Liability.
Indemnification by the Buyer Parties. (a) The Buyer Parties jointly and severally agree to indemnify, hold harmless, defend and bear all costs of defending the Sellers, from, against and with respect to any and all damage, loss, deficiency, expense (including any reasonable attorney and accountant fees, legal costs or expenses), action, suit, proceeding, demand, assessment or judgment to or against the Sellers arising by virtue of his or her status as a shareholder of the Company or his or her sale of the Company Shares pursuant to this Agreement (collectively, the "Sellers' Aggregate Net Loss") arising out of or in connection with:
(i) all liabilities, damages or claims arising out of the business activities of the Company occurring on and after the Closing Date, other than those arising out of or in connection with any breach, violation, nonperformance or activities covered by Section 8.1(a);
(ii) any breach or inaccuracy of any representation or warranty of any Buyer Party contained in this Agreement or in any Related Document (a "Buyer Party Warranty Breach"); and
(iii) any violation of, or nonperformance by, the Buyer Parties of any of its covenants or agreements contained in this Agreement or in any Related Document.
Indemnification by the Buyer Parties. Subject to the other terms and conditions of this Article 8, the Buyer Parties shall, jointly and severally, indemnify and defend each of Seller and its Affiliates and their respective Representatives, including the Principals (collectively, the “Seller Indemnitees”), against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller 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 the Buyer Parties contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Buyer Parties pursuant to this Agreement, as of the date such representation or warranty was made (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 a Buyer Party pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of such Buyer Party pursuant to this Agreement;
(c) any Assumed Liability; or
(d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Buyer or any of its Affiliates concerning the Purchased Assets or Assumed Liabilities conducted, existing or arising after to the Closing Date.
Indemnification by the Buyer Parties. (a) Subject to the terms and conditions of this Article VII, the Buyer Parties agree to reimburse, defend, indemnify and hold harmless the Seller and its present and future Affiliates and their respective directors, officers, employees, heirs and representatives (collectively, the “Seller Indemnified Parties”) from, against and in respect of all Losses resulting from, or that exist or arise due to, any of the following (collectively, “Seller Claims”):
(i) any inaccuracy or breach of any representation or warranty of the Buyer Parties;
(ii) any breach of or failure by the Buyer Parties to perform or comply with any covenant or agreement contained in this Agreement or in any Buyer Ancillary Document, including any Losses resulting from, or that exist or arise due to, a breach of Section 6.10;
(iii) any Assumed Liabilities; and
(iv) any Liability arising out of the ownership or operation of the Acquired Assets or the Business on or after the Closing Date (including pursuant to Section 6.8, with respect to Liabilities for Bonds arising from post-Closing conduct or operations), other than arising from the Excluded Liabilities.
(b) Notwithstanding anything to the contrary contained in this Agreement, the Buyer Parties’ maximum, aggregate Liability for indemnification under Section 7.3(a)(i), other than for Fraud Claims or breaches of Sections 5.1, 5.2 and 5.3, shall be capped at the Escrow Amount.
Indemnification by the Buyer Parties. Subject to the other provisions of this Article XII, from and after the Closing, each of the Buyer Parties (each, in such capacity, a “Buyer Indemnifying Party” and, together with the Holder Indemnifying Parties, the “Indemnifying Parties”) shall, jointly and severally, indemnify, defend and hold harmless the Holders, their Affiliates, and their respective directors, managers, officers, partners, members, equityholders, employees, successors and agents (collectively, the “Holder Indemnified Parties” and, together with the Buyer Indemnified Parties, “Indemnified Parties”) from, against and in respect of any Losses that arise out of, relate to or result from any of the following described matters:
(a) any inaccuracy in or breach of the representations or warranties of the Buyer Parties contained in Article VII or in any certificate delivered hereunder; and
(b) any non-fulfillment or breach by any Buyer Party of any covenant or obligation of such Buyer Party in this Agreement that by its terms is to be performed after the Closing.
Indemnification by the Buyer Parties. Subject to the other terms and conditions of this Article 8, the Buyer Parties shall jointly and severally indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller 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 the Buyer Parties contained in this Agreement;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Buyer Party pursuant to this Agreement; or
(c) any Assumed Liability.
Indemnification by the Buyer Parties. To the extent the Seller Parties are not required to indemnify the Buyer Parties pursuant to Section 9.2, the Buyer Parties shall jointly and severally indemnify the Seller Parties and their respective Affiliates, stockholders, members, directors, officers, employees, consultants, agents and representatives, in their respective capacities as such, and the successors, heirs, personal representatives and Affiliates of any of them (collectively, "Seller Indemnified Parties") against and hold them harmless from any and all Loss incurred or suffered by any Seller Indemnified Party arising out of or relating to (i) any breach of any representation, warranty, covenant or other agreement of the Buyer Parties contained herein, (ii) claims with respect to the Assumed Liabilities or (iii) claims with respect to the ownership, use or possession of the Acquired Assets by the Buyer which arise or accrue with respect to periods subsequent to the Closing Date.
Indemnification by the Buyer Parties. Subject to the limitations, conditions and restrictions set forth in this Agreement, each Buyer Party and its successors and assigns, jointly and severally, shall indemnify and defend the Company Indemnified Parties and hold them harmless from and against any and all Losses incurred or suffered by them to the extent resulting from or arising out of (i) any breach of any representation or warranty made by the Buyer Parties in the Transaction Documents, (ii) any breach or non-fulfillment of any agreement or covenant of the Buyer Parties contained in the Transaction Documents, and (iii) any amounts due to the Members pursuant to Sections 2.4 and 2.9 that are not paid when due and payable pursuant to this Agreement.
Indemnification by the Buyer Parties. Subject to the other terms and conditions of this Article 10, the Buyer Parties shall, jointly and severally, indemnify and defend each of the Equityholders and their respective successors, assigns, heirs and Representatives (collectively, the “Equityholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Damages incurred or sustained by, or imposed upon, the Equityholder Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any breach or inaccuracy of any of the representations or warranties made by any Buyer Party in this Agreement or any Transaction Document;
(b) any breach of any covenant or agreement of any Buyer Party contained in this Agreement or any Transaction Document;
(c) any Assumed Liabilities;
(d) any Liabilities arising on or after the Second Closing Date with respect to any Continuing Employee, solely to the extent any such Liabilities relate to acts or omissions that occurred on or following the Second Closing Date; or
(e) any Fraud committed by or on behalf of any Buyer Party.
