Indemnification by the Purchaser and the Parent. From and after the Closing, the Purchaser and the Parent shall indemnify, defend, and hold harmless the Sellers and each of their officers, managers, directors, employees, members, shareholders, Affiliates, representatives, successors, and assigns (collectively, the “Seller Indemnified Parties”) from, against, and with respect to, and will compensate and reimburse the Seller Indemnified Parties for, any Damages, of any kind or character, regardless of whether or not such Damages relate to any third party claim, incurred or suffered by any Seller Indemnified Party, directly or indirectly, arising out of or in any manner incident, relating, or attributable to:
(a) any inaccuracy in any representation or warranty of the Purchaser or the Parent contained in ARTICLE IV of this Agreement (for the avoidance of doubt, the definitions used in this Agreement will be applied to the representations and warranties contained in ARTICLE III of this Agreement where applicable);
(b) any breach or failure by the Purchaser or the Parent to perform any covenant, obligation or agreement to be performed by it under this Agreement; and
(c) the Assumed Liabilities.
Indemnification by the Purchaser and the Parent. (a) The Purchaser and the Parent, jointly and severally, shall indemnify the Seller and its Affiliates, managers, officers, directors, members, stockholders, employees, agents, successors and assigns (each a “Seller Indemnified Party”) against any and all Losses asserted against, imposed upon or sustained or incurred by any of them that arise out of or in connection with:
(i) any inaccuracy in, or any breach of, any representation or warranty made by the Purchaser or Parent in this Agreement or in any of the other Acquisition Documents;
(ii) any breach of any covenant or agreement by the Purchaser or Parent contained in this Agreement or any of the other Acquisition Documents; and
(iii) any Assumed Liability.
(b) Notwithstanding the provisions of Section 9.03(a), the aggregate maximum amount of indemnifiable Losses for which the Purchaser and Parent shall be liable under Section 9.03(a)(i) shall not exceed the sum of (A) the unpaid portion of the cash payment to be made by the Purchaser to the Seller pursuant to Section 2.06(a), if any, and (B) to the extent not delivered to the Escrow Agent at the Closing pursuant to Section 2.08, the undelivered portion of the Claims Escrow Deposit, if any.
Indemnification by the Purchaser and the Parent. Subject to the terms of this Article 8, from and after the Closing, the Purchaser and the Parent shall indemnify the Sellers and their respective officers, directors, shareholders, members, employees, successors, and permitted assigns (collectively, the “Seller Indemnified Persons”) and hold them harmless from and against any and all Losses incurred or suffered by a Seller Indemnified Person resulting from or arising out of:
(a) any breach or inaccuracy of any representation or warranty made by the Purchaser or the Parent in this Agreement; and
(b) any non-fulfillment or breach of any covenant or agreement of the Purchaser or the Parent contained in this Agreement.
Indemnification by the Purchaser and the Parent. Subject to Sections 12.1 and 12.2, the Purchaser and the Parent agree to, and shall indemnify Xx. Xxxxx and hold him harmless, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the fees and expenses of counsel) resulting from, or in respect of, any of the following:
(a) Any misrepresentation or breach of warranty contained herein or in any schedule or closing certificate or delivered by the Parent or the Purchaser hereunder.
(b) Any non-fulfillment of any obligation on the part of the Parent or the Purchaser under this Agreement.
(c) All demands, assessments, judgments, costs and reasonable legal and other expenses arising from, or in connection with, any action, suit, proceeding or Claim incidental to any of the foregoing.
Indemnification by the Purchaser and the Parent. The Purchaser and the Parent hereby agree to indemnify and hold harmless GLAS, Americas and Holding and their respective shareholders, Affiliates, directors, officers, agents and employees (collectively "Seller Indemnitees"), from and against any and all Losses, to the extent such Losses arise out of, result from, or are in connection with: (i) any breach by the Purchaser or the Parent of any of the terms of this Agreement, (ii) any breach of any warranty or representation of the Purchaser or the Parent made herein or pursuant to this Agreement, (iii) any failure by the Purchaser or the Parent to perform or comply with any of its covenants or obligations under this Agreement, (iv) the operation of the Purchaser's business, and the operation by the Purchaser of the GLAS Assets and the GLAS Business after the Closing, or (v) the payment of the Assumed Obligations.
Indemnification by the Purchaser and the Parent. The Purchaser and the Parent covenant and agree with the Vendors to jointly and severally indemnify and save harmless the Vendors, from and against any Claim which may be made or brought against the Vendors, or one or more of them, or which they or one or more of them may suffer or incur, directly or indirectly, in respect of, as a result of, or arising out of:
(a) any non-fulfillment of any covenant or agreement on the part of the Purchaser under this Agreement or any document or certificate given pursuant to this Agreement;
(b) any inaccuracy in or breach of any of the Purchaser’s representations or warranties contained in this Agreement or any document or certificate given pursuant to this Agreement;
Indemnification by the Purchaser and the Parent. The Purchaser and the Parent agree, jointly and severally, to indemnify, defend and hold the Seller harmless from and against any and all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding consequential damages, lost profits or punitive damages) or expense (including but not limited to interest, penalties, fees and reasonable professional fees and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (collectively as “Seller’s Loss” or “Seller’s Losses”) to which the Seller may suffer or incur, directly or indirectly, as a result from or in connection with:
(a) any untrue representation of, or breach of warranty by, the Purchaser or the Parent in any part of this Agreement;
(b) the breach of or nonfulfillment of any covenant, agreement or undertaking of the Purchaser or the Parent in this Agreement;
(c) the operation of the Assets of the Business after the Closing Date; and
(d) any failure to pay or perform Assumed Liabilities.
Indemnification by the Purchaser and the Parent. Each of the ----------------------------------------------- Purchaser and the Parent shall, jointly and severally, indemnify, defend, and hold harmless the Sellers, each director, officer, employee and agent of the Sellers, and their respective heirs, successors, and permitted assigns, Shaw, Vincent, and HSI General (collectively, the "Seller Indemnitees"), xx, xxx xt any time after, the Closing, from and against any and all Losses asserted against, resulting to, imposed upon, or incurred by the Seller Indemnitees, directly or indirectly, by reason of, resulting from, incident to or arising in connection with any of the following:
Indemnification by the Purchaser and the Parent. The Purchaser and the Parent shall jointly and severally indemnify, defend and hold harmless the Sellers and the Member from and against any and all Losses, whether arising due to Third Party Claims or otherwise, suffered or incurred by the Sellers or the Member, as applicable, arising out of, resulting from, based upon, caused by or relating to:
(a) any misrepresentation or inaccuracy in or breach of any representation or breach of any warranty of the Purchaser contained in Article 4 of this Agreement or in any Ancillary Document;
(b) any failure by the Purchaser to perform or observe, or to have performed or observed, any covenant or agreement of the Purchaser set out in this Agreement or any Ancillary Document; and
(c) any Assumed Liabilities.
Indemnification by the Purchaser and the Parent. (1) Subject to the provisions of this Article 7, the Purchaser and the Parent will solidarily (thereby waiving the benefit of divisibility) indemnify and save harmless the Vendors, the ViroChem Employees and the ESOP Holders and their respective directors, officers, employees and agents (the “Vendor Indemnitees”) from and against all Claims incurred by or asserted against any of them directly or indirectly arising out of or resulting from:
(a) any inaccuracy or misrepresentation in any representation or warranty of the Purchaser in this Agreement or in any certificate or other document delivered or given pursuant to this Agreement,
(b) any breach of any covenant of the Purchaser in this Agreement or in any certificate or other document delivered or given pursuant to this Agreement not caused by a breach by the Vendors, the ViroChem Employees, the ESOP Holders or the Corporation of any of their representations, warranties and covenants under this Agreement or in any certificate or other document delivered or given pursuant to this Agreement, or
(c) Claims against the Vendor Indemnitees by creditors of the Corporation or Claims against any of the directors of the Corporation by third parties arising out of or resulting from the reduction of the Corporation’s stated capital pursuant to section 38(1)(b) of the Canada Business Corporations Act and/or the dividend, respectively, effected immediately before the Time of Closing pursuant to Section 2.04(3).
(2) No Claim seeking indemnification may be made pursuant to Section 7.04(1) unless a written notice describing such Claim in reasonable detail in light of the circumstances then known to the Vendor Indemnitees is delivered to the Purchaser and the Parent. Such notice may be delivered at any time after the Closing Date but prior to the end of the applicable survival period set forth in Section 7.01.
(3) The obligations of indemnification set forth in Section 7.04(1)(a), to the extent that they arise out of any breach of the provisions of this Agreement referred to in Section 7.01(3)(b), shall be subject to the following monetary limitations:
(a) that the Purchaser or the Parent shall not be required to pay any amount in respect of such Claim in excess of an amount equal to 10% of the Purchase Price.
