Indemnification by the Member. The Member agrees to indemnify and defend the Company and hold it harmless from and against any and all claims, liabilities, damages, costs, and expenses arising out of any breach of this Agreement by the Member.
Indemnification by the Member. Subject to the other terms and conditions of this Article 9, the Member shall indemnify and defend each of Buyer and its Affiliates (including after the Closing, the Company) and their respective Representatives (collectively, the “Buyer 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 that is or may be incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to, relating to or by reason of:
(a) an inaccuracy in or breach of any representation or warranty of the Member or the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of Member or the Company pursuant to this Agreement (other than in respect of Section 4.21 or otherwise with respect to Taxes, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article 7), 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) A breach or non-fulfillment of any covenant, agreement or obligation to be performed by Member or the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 7, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 7);
(c) Company Transaction Expenses or any Indebtedness outstanding as of Closing and not included in the calculation of Adjusted Purchase Price;
(d) The failure to be licensed or qualified to do business or in Good Standing in any jurisdiction in which the properties owned or leased by it or the operation of the Business by it makes such licensing or qualification necessary.
(e) any audit, review, or similar action undertaken by the PPP Lender, SBA or any other Governmental Authority with regard to the PPP Loans or the ERC Grant;
Indemnification by the Member. (a) The Member agrees, subject to the other terms and conditions of this Agreement and without duplication, to indemnify Buyer, Buyer Ultimate Parent and their respective Affiliates, officers, directors and employees (each a “Buyer Indemnified Party”) against and hold them harmless from all Losses resulting from any:
(i) breach of any representation or warranty of the Company contained in Article II above;
(ii) breach of any covenant or agreement of the Company contained in this Agreement or any of the other agreements entered into in connection herewith;
(iii) Taxes with respect to any Pre-Closing Taxable Period including any and all Liability to any Governmental Authority for the failure to pay any Tax or file any Tax Return or qualify to do business in any jurisdiction where the operation of the Company’s or any of the Subsidiaries’ business would require the payment of any Tax and/or the filing of any Tax Return;
(iv) Taxes of (a) any member of an affiliated, consolidated, combined, or unitary group of which the Company or any of the Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any corresponding or similar state, local, or foreign Tax law or regulation and (b) any Person (other than the Company and the Subsidiaries) imposed on the Company or any of the Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing; and
(v) items set forth on Schedule 7.2(a)(v).
(b) The Member also agrees, subject to the other terms and conditions of this Agreement, to indemnify the Buyer Indemnified Parties against and hold them harmless from all Losses resulting from: (i) the breach of any representation or warranty of the Member contained in Article III above and (ii) any breach of any covenant or agreement of the Member or any of its Affiliates contained in this Agreement or any of the other agreements entered into in connection herewith.
(c) Except in the event of fraud, the indemnification obligations of the Member pursuant to Section 7.2(a)(i) and Section 7.2(b)(i) shall be limited as follows:
(i) The Member shall have no obligation to provide any indemnification until the aggregate dollar amount of all Losses that would otherwise be indemnifiable exceeds 0.5% of the Closing Consideration (the “Deductible Amount”), at which poi...
Indemnification by the Member. Subject to the other terms of this Section 6.3, the Member will defend, indemnify and hold harmless the Buyer and its Representatives (collectively, the “Buyer Indemnified Parties”), from and against and in respect of any and all losses, liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by any of the Buyer Indemnified Parties arising out of, based upon or related to (i) any inaccuracy or breach of any of the representations or warranties made by either the Company or the Member in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by either the Company or the Member in this Agreement, or (iii) any Company Taxes for any Tax period (or portion thereof) ending on or prior to the Closing Date, excluding 50% of any Transfer Taxes incurred in connection with this Agreement or any of the Contemplated Transactions. “Transfer Taxes” shall mean any transfer, documentary, sales, use, stamp, registration and other substantially similar Taxes and fees.
Indemnification by the Member. Subject to the terms and conditions of Sections 7.3, 7.4 and 7.5 hereof, from and after the Closing, the Member hereby agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates (the “Purchaser Indemnitees”) from and against any Loss, whether or not involving a Third Party Claim, that the Purchaser Indemnitees incur as a result of, without duplication, (a) the breach of any of the representations and warranties made by the Companies contained in Article 4 or made by the Member contained in Article 5; (b) the failure of the Member to perform and comply with any covenant, agreement or obligation hereunder to be performed by the Member, when and as required by this Agreement to be performed or complied with; (c) the failure of either Company to perform and comply with any covenant, agreement or obligation hereunder to be performed on or prior to the Closing by such Company, when and as required by this Agreement to be performed or complied with; (d) any Taxes imposed on either Company for a Pre-Closing Tax Period; (e) any Debt of the Companies existing as of the Closing, other than Debt identified on Schedule 4.6(b), and (f) any Liability of the Companies incurred on or prior to the Closing Date by or on behalf of either Company or the Member to the extent not included on the Statement of Working Capital.
Indemnification by the Member. Subsequent to the Closing Date, except as set forth in Section 5.2, each Member shall, severally and proportionally to such Member’s Percentage Interest (as set forth on Schedule A), indemnify and hold Buyer, its Affiliates, successors and assigns and persons serving as current and future officers, directors, partners, managers, stockholders, employees, attorneys and agents thereof (individually a “Buyer Indemnified Party” and collectively the “Buyer Indemnified Parties”) harmless from and against any and all Damages that may be sustained or suffered by any of them arising out of or based upon any fraud, intentional misrepresentation or the cause or knowledge of a deliberate or willful breach of any representations, warranties or covenants of the Members under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto, or any other breach of any representation, warranty or covenant of the Members under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any Action asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants.
Indemnification by the Member. Subject to the limitations set forth in this Article VII, the Member hereby covenants and agrees that the Member shall defend, indemnify and hold harmless Buyer and its Affiliates (including the Company after the Closing), and their respective members, shareholders, partners, members, managers, officers, and employees (each a “Buyer Indemnified Party”) from and against any and all Losses, arising out of or resulting from:
(a) the breach of any representation or warranty made by the Member contained in this Agreement;
(b) the breach of any covenant or agreement by the Member contained in this Agreement;
(c) all Taxes (or the non-payment thereof) of the Company with respect to any Pre-Closing Tax Period and any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing;
(d) any claims by or on behalf of any former equity holder or any Person with a right or claim to obtain equity of the Company with respect to such former equity holder’s or Person’s ownership or right or claim to ownership of the Company and such former equity holder’s or Person’s right to receive any portion of the Transaction Consideration;
(e) all Indebtedness that remains unpaid after the Closing (to the extent not paid as described in Section 2.03);
(f) all Transaction Expenses that remain unpaid after the Closing (to the extent not paid as described in Section 2.03); and
(g) any fraud or intentional misrepresentation by the Member or the Company, or either of their controlled Affiliates in connection with the transactions contemplated by this Agreement.
Indemnification by the Member. Subject to the other terms of this Section 6.1, the Member will defend, indemnify and hold harmless the Buyer and its Representatives (collectively, the “Buyer Indemnified Parties”) from and against and in respect of any and all losses, liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by any of the Buyer Indemnified Parties arising out of, based upon or related to (i) any inaccuracy or breach of any of the representations or warranties made by either the Company or the Member in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by either the Company or the Member in this Agreement (except that as to the Company, only with respect to any breach prior to Closing), (iii) any Company Taxes for any Pre-Closing Period (except to the extent such Company Taxes were taken into account in the determination of Working Capital) or (iv) any matters described in Section 2.7 or Section 2.9 of the Company Disclosure Schedule, or any other action, suit, proceeding or investigation relating to periods prior to the Closing.
Indemnification by the Member. The Member indemnifies and agrees to defend and hold harmless THLC and its officers, directors, employees, agents and representatives from and against any and all losses, obligations, deficiencies, liabilities, claims, damages, costs and expenses (including, without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of any matter indemnified pursuant hereto) which THLC may sustain, suffer or incur and which arise out of, are caused by, relate to, or result or occur from or in connection any misrepresentation of a material fact contained in any representation of COMSEC or the Member, or the breach by COMSEC or the Member of any warranty or covenant made by COMSEC or him in any COMSEC Document or Member COMSEC--THLC Stock Purchase Agreement 8. 01/11/2000 Document. The foregoing indemnification shall also apply to direct claims by THLC against COMSEC or the Member.
Indemnification by the Member
