Indemnification by the Seller and the Shareholder. The Seller and Shareholder, shall indemnify and hold harmless the Purchaser and each of its directors, officers, employees, and Affiliates (each a "Purchaser Indemnified Person") from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages, costs, penalties and expenses (including, without limitation, interest and the reasonable fees and expenses of attorneys), whether or not involving a Third Party Claim, suffered or incurred by Purchaser during the Indemnification Period (collectively, "Losses") asserted against, imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from or arising out of any of the following:
(a) any inaccuracy or breach of any representation or warranty of the Seller, or in any other Seller Document;
(b) any breach of any agreement, covenant or obligation of the Seller contained herein or in any Seller Document;
(c) any liability, obligation or responsibility of the Seller or which in any way relates to the Business or the Purchased Assets that is not an Assumed Liability (including, without limitation, any liability for Taxes or withholdings (other than Transaction Taxes)) arising out of the operation of the Business by the Seller prior to the Closing Date;
(d) any Excluded Liability;
(e) any claim, action, suit or proceeding relating to any product warranty made against the Seller with respect to any product manufactured by the Seller, other than the Assumed Warranty Liabilities;
(f) any liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby; and
(g) the amount of unpaid Accounts Receivable not recovered by Purchaser from the AR Escrow Amount due to the insufficiency of the AR Escrow Amount, except that the Indemnification Period for claims under this Section 11.2(g) shall be forty-five (45) days as set forth in Section 2.3(b) hereof.
Indemnification by the Seller and the Shareholder. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders , against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitee shall incur or suffer, which arise, result from or relate to (a) any material breach of, or failure by the Seller or the Shareholder to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or the Shareholder under this Agreement; and (b)
Indemnification by the Seller and the Shareholder. Subject to the ------------------------------------------------- limitations contained in section 11 and section 12.4, the Seller and the Shareholder shall jointly and severally indemnify and defend the Buyer and each of its officers, directors, employees, shareholders, agents, advisors and representatives (each, a "Buyer Indemnitee") against, and hold each Buyer Indemnitee harmless from, any loss, liability, obligation, deficiency, damage or expense including, without limitation, interest, penalties, reasonable attorneys' and consultants' fees and disbursements (collectively, "Damages"), that any Buyer Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim):
(1) any breach of any representation or warranty made by the Seller or the Shareholder contained in this Agreement or in any other Transaction Document or in respect of any third party claim made based upon facts alleged which, if true, would constitute any such breach;
(2) either the Seller's or the Shareholder's failure to perform or to comply with any covenant or other agreement required to be performed or complied with by the Seller or the Shareholder contained in this Agreement or in any other Transaction Document;
(3) the ownership or operation of the Business or Acquired Assets prior to the Closing Date except for the Assumed Liabilities; or
(4) each and every Environmental Claim or any other violation of Environmental Law, or alleged Environmental Claim, or any other alleged violation of Environmental Law, against the Buyer arising out of or relating to any fact, condition, act or omission in each case with respect to the Business or any of the Acquired Assets, or alleged fact, condition, act or omission that existed on or prior to the Closing Date.
Indemnification by the Seller and the Shareholder. In addition to any other remedies available to the Buyer under this Agreement, or at law or in equity, the Seller and the Shareholder shall indemnify, defend and hold harmless the Buyer, its affiliates and each of their respective officers, directors, employees, agents and stockholders (collectively, the “Buyer Indemnitees”), against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, taxes, suits, causes of action and deficiencies, including, without limitation, interest, penalties and reasonable attorney’s fees and expenses (collectively, the “Damages”) that the Buyer Indemnitees shall incur or suffer, which arise, result from or relate to (i) any breach of, or failure by the Seller or the Shareholder to perform, their respective representations, warranties, covenants or agreements in this Agreement or the Shareholder Noncompetition Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to the Buyer by the Seller or the Shareholder under this Agreement, (ii) any liabilities or obligations of the Seller or the Shareholder, including, without limitation, the Retained Liabilities, (iii) the operation of the Business or the Assets prior to the Closing Date or (iv) the matters disclosed on Schedule 2.1.6.
Indemnification by the Seller and the Shareholder. Except as otherwise limited by this Article 8 and Article 9 hereof, the Seller and the Shareholder jointly and severally agree to indemnify, defend and hold the Buyer, Weatxxxxxxx, xxch of their respective Affiliates and each of their respective officers, directors, employees, agents, stockholders and controlling Persons and their respective successors and assigns harmless from and against and in respect of Damages actually suffered, incurred or realized by such party (collectively, "Buyer Losses"), arising out of or resulting from or relating to:
(a) any misrepresentation, breach of warranty or breach of any covenant or agreement made or undertaken by the Seller or the Shareholder in this Agreement or any misrepresentation in or omission from any other agreement, certificate, exhibit or writing delivered to the Buyer or Weatxxxxxxx xxxsuant to this Agreement, including the Disclosure Schedule; or
Indemnification by the Seller and the Shareholder. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders (collectively, the "Buyer Indemnified Parties"), against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") which exceed the sum of $10,000 in the aggregate that a Buyer Indemnified Party shall incur or suffer (whether the damages are suffered or incurred by such Buyer Indemnified Party directly or as a result of a third party claim against such Buyer Indemnified Party), which arise, result from or relate to (a) any breach of, or failure by the Seller and the Shareholder to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or the Shareholder under this Agreement; or (b)
Indemnification by the Seller and the Shareholder. Subject to the provisions of this Agreement, the Seller and the Shareholder, jointly and severally, shall indemnify, defend and hold the Buyer, its members, managers, officers, employees, agents and representatives harmless from and against any and all Indemnifiable Damages actually incurred by such parties arising out of or resulting from any of the following:
Indemnification by the Seller and the Shareholder. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, each of the Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless Buyer and its officers, directors, C:\34ACTREP\EXFILES\EXHIBIT.2G 18 employees, agents and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitee shall incur or suffer, which arise, result from or relate to (i) any breach of, or failure by either the Seller or the Shareholder to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or the Shareholder under this Agreement; and (ii) the Retained Liabilities; provided, however, that such indemnification is subject to the following conditions: (A) the aggregate obligations of the Seller and the Shareholder to indemnify Buyer and the other parties identified above pursuant to Sections 7.1 and 7.2 hereof and the applicable provisions of any other agreement or document executed and delivered in connection herewith, including, without limitation, the purchase and sale agreement(s) pursuant to which the Shareholder Real Property will be sold by the Shareholder to Buyer in connection herewith, shall not exceed $2,700,000; and (B) with respect to the Damages caused by the events specified in this Section 7.1, enforcement of the indemnification obligations of the Seller and the Shareholder under this Section 7.1 shall be Buyer's sole and exclusive remedy.
Indemnification by the Seller and the Shareholder. Subject to the other provisions of this Section 6, the Seller and the Shareholder hereby covenant and agree to jointly and severally indemnify and hold harmless the Purchaser and its respective successors and assigns, at all times from and after the date of Closing, against and in respect of any and all demands, Claims, causes of action, administrative orders and notices, losses, costs, fines, liabilities, penalties, interest, damages and expenses (including, without limitation, reasonable attorney fees and expenses) (“Losses”), resulting from, in connection with or arising out of:
(i) any damage or loss resulting from any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement or covenant on the part of the Seller or either Shareholder under (A) this Agreement, including Seller and Shareholder covenants and representations the Excluded Liabilities, operation of Seller and IGXUK prior to Closing, (B) the Assignments, or (C) any Employment Agreement to which Seller or Shareholder is a party, or from any inaccuracy or misrepresentation in or omission from any certificate or other instrument or document furnished or to be furnished by or on behalf of IGXUK, the Seller or the Shareholder at Closing;
(ii) all Claims, assessments, judgments, costs, reasonable attorneys’ fees and expenses of any nature incident to any of the matters indemnified against pursuant to this Section 6.1, including, without limitation, all such costs and expenses incurred in the defense thereof or in the enforcement of any rights of the Purchaser hereunder.
Indemnification by the Seller and the Shareholder. The Seller and the Shareholder, jointly and severally, agree to indemnify, defend and hold the Buyer and its Affiliates, officers, directors, employees or agents harmless from and against any and all losses, liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) of every kind, nature and description, including but not limited to negligence and both statutory and common law strict liability claims as well as negligence, strict liability and all other claims arising under Applicable Laws and Environmental Laws, (collectively, the “Claims”) sustained by the Buyer or any of its Affiliates, officers, directors, employees or agents based upon, arising out of or otherwise in respect of (i) the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, of the Seller or the Shareholder contained in this Agreement or in any certificate, agreement, document or instrument delivered pursuant to this Agreement; (ii) the ownership, management, operation or use of the Purchased Assets or operation of the Business prior to the Closing Date; or (iii) any Excluded Assets or Retained Liabilities.
