Indemnification by the Seller Parties. The Seller Parties jointly and severally agree to indemnify, defend and hold harmless each of the Purchasers and their respective Affiliates and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Purchaser Indemnified Party”) harmless from and against, and will pay to each Purchaser Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a Third Party Claim, arising out of or resulting from (a) any breach of any representation or warranty made by the Seller Parties in any of the Transaction Documents or in any certificate delivered by the Seller Parties to the Purchasers in writing pursuant to this Agreement, (b) any breach of or default under any covenant or agreement of the Seller Parties in any of the Transaction Documents, (c) any Excluded Liabilities and Obligations, (d) any product liability claims relating to a Covered Product, (e) any claims of infringement or misappropriation of any Intellectual Property Rights by any Third Parties against the Purchasers or any of their Affiliates or (f) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Seller or any of its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by any of them in connection with the transactions contemplated by this Agreement. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by the Seller to such Purchaser Indemnified Party upon demand.
Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify and hold harmless each Buyer Group Member from and against, and to reimburse each Buyer Group Member with respect to, any and all Losses and Expenses imposed upon, or incurred or suffered by, such Buyer Group Member as a result of or arising out of:
(i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement;
(ii) any inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of the Seller Parties pursuant hereto (in each case, for all purposes of this Article IX, disregarding any “material,” “Material Adverse Effect” or similar qualifiers therein, it being agreed that, except for Schedules 3.5, 3.6, 3.8(c), 3.15, 3.16, 3.17 and 3.19, the completeness of schedules referred to in any representation or warranty shall not be determined by disregarding such terms);
(iii) the Excluded Liabilities, the Excluded Assets and, except for claims in respect of which the Buyer is obligated to indemnify the Seller Group Members pursuant to Section 9.2, the Seller Parties’, LIN’s and their respective Affiliates’ operation of the Business and/or the ownership and/or use of the Purchased Assets prior to the Closing Date; or
(iv) the failure of LIN or any of its Affiliates to have (i) operated and carried on the Business in all material respects in the ordinary course of the Business in accordance with Section 5.4(a), and (ii) complied with the restrictions set forth in Section 5.4(b), subject to the exceptions set forth in clauses (w) – (z) of the introductory sentence of Section 5.4(b); provided, however, that, except with respect to their Fundamental Representations (other than Section 3.11 and the second sentence of Section 3.9(a)) and the representations and warranties set forth in Section 3.6, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that th...
Indemnification by the Seller Parties. (a) The Seller Parties shall indemnify, defend and hold the Buyer Parties and their respective officers, directors, subsidiaries and Affiliates harmless from and against any and all liabilities, losses, damages, claims, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys' and accounting fees (collectively, "Losses") incurred by either of the Buyer Parties or any of their respective officers, directors, subsidiaries or Affiliates, arising out of or resulting from (i) any breach of any representation or warranty made by the Seller Parties and/or Parent contained in this Agreement, (ii) the nonpayment or nonperformance of any covenant or obligation to be performed by the Seller Parties and/or Parent under this Agreement, (iii) the Excluded Assets or (iv) the Excluded Liabilities.
(b) If any claim for indemnification is asserted by the Buyer Parties against either of the Seller Parties and either of the Buyer Parties is covered by an insurance policy for such Losses, the Buyer Parties shall use their commercially reasonable efforts to seek indemnification or other payment under the applicable insurance policy or policies; provided, however, that the Buyer Parties shall not be obligated to commence any legal proceedings against any insurance provider for such purpose. The Buyer Parties shall give the Seller Parties notice of their intention to seek indemnification for such Losses from applicable insurance policies and, provided such notice is delivered in a timely manner, such notice shall also constitute notice for purposes of Section 7.05. In the event that the Buyer Parties are unable to collect sufficient insurance proceeds to be fully indemnified for their Losses, the Buyer Parties shall (i) be entitled to receive indemnification pursuant to this Article VIII; provided, that, the Seller Parties shall have the option, in their sole discretion, to pay such indemnification in Candie's Common Stock in an amount based on the value of the Common Stock as determined pursuant to Section 2.01; and (ii) as promptly as practicable, assign to the Seller Parties, without recourse, their respective claims for the uncollected Losses against the insurance provider or providers.
Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify, defend and hold harmless the Buyer Group Members from and against any and all Losses and Expenses imposed upon, or incurred or suffered by, any Buyer Group Member as a result of or arising out of or relating to or caused by:
(i) any breach by any of the Seller Parties of, or any other failure of any of the Seller Parties to perform, any of their covenants, agreements or obligations pursuant to this Agreement or any Ancillary Agreements;
(ii) any breach of or inaccuracy of any representation or warranty of any of the Seller Parties contained in this Agreement or any certificate delivered by or on behalf of any of the Seller Parties pursuant hereto;
(iii) the Excluded Liabilities; or
(iv) a Seller Party’s failure to comply with the terms and conditions of any bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Purchased Assets to the Buyer. provided, however, that in respect of the Non-Fundamental Representations, the Seller Parties shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 with respect to Losses and Expenses imposed upon, or incurred or suffered by, the Buyer Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed one percent (1%) of the Purchase Price (the “Deductible”); and, provided, further, that the aggregate amount of Losses and Expenses that the Seller Parties shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.1 in respect of Non-Fundamental Representations shall not exceed the Cap. For purposes of this Agreement, the “Cap” means (a) an amount equal to ten percent (10%) of the Purchase Price. For purposes of clarity, the Deductible and the Cap shall not apply to the Fundamental Representations. Any qualification of the representations and warranties of the Seller Parties or their Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom; provided that the foregoing shall not apply to Section 3.4(a).
Indemnification by the Seller Parties. In addition to any rights Buyer may otherwise have at law or in equity, each Seller Party, jointly and severally, shall defend, indemnify and hold harmless Buyer and its managers, directors, officers, employees, agents, consultants, representatives, advisers, equityholders, partners and Affiliates and their respective successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against and pay or reimburse the Buyer Indemnified Parties for any and all Losses resulting from, relating to, or arising directly or indirectly out of: (a) any inaccuracy in or breach of any representation or warranty made by any Seller Party in this Agreement or in any Transaction Document delivered by any Seller Party; (b) any breach of any covenant or obligation of any Seller Party in this Agreement or in any Transaction Document delivered by any Seller Party; (c) any Retained Liabilities; (d) any and all Losses related to, arising out of or caused by the PPP Loans (including, without limitation, any review, audit, dispute, repayment or forgiveness of all or any portion of the PPP Loans, or any Losses imposed as a result of a determination that the PPP Loans were not necessary or the Seller was not eligible to receive the PPP Loans) and/or (e) Fraud by any of the Seller Parties.
Indemnification by the Seller Parties. (a) Subject to the terms and conditions of this Article 9, the Sellers Parties will jointly and severally indemnify, defend and hold harmless Buyer, the Company, each of their respective Subsidiaries, each of their respective Affiliates, and their respective officers, directors, managers, members, shareholders, employees, agents, successors and assigns (the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this Article 9 prior to the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (i) any breach or inaccuracy of any representation or warranty made in Article 4 or Article 5 (ii) any breach of any covenant or agreement of any Seller Parties or the Company in this Agreement or (iii) any Pre-Closing Taxes.
(b) The Seller Parties agree to pay and otherwise fully satisfy and discharge all Designated Excluded Liabilities, and shall jointly and severally indemnify, defend and hold all Buyer Indemnitees harmless from, and reimburse all Buyer Indemnitees for, all Adverse Consequences that any Buyer Indemnitee may suffer or incur in connection with any Designated Excluded Liabilities.
Indemnification by the Seller Parties. The Seller Parties shall jointly and severally indemnify and hold harmless the Purchaser Parties and their Affiliates and their respective Representatives (the “Purchaser Indemnified Parties”) from and against any and all Claims, judgments, settlements, liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest, costs and expenses (“Losses”) incurred by or imposed upon such Purchaser Indemnified Party to the extent that such Losses arise from or are based upon (i) a breach by any Seller Party of any representation or warranty made by it in this Agreement or any of the Additional Transaction Documents or (ii) a breach by any Seller Party of any covenant or agreement of such Seller Party contained in this Agreement or any of the Additional Transaction Documents. Notwithstanding anything to the contrary contained herein, in no event shall the obligation of the Seller Parties to indemnify the Purchaser Indemnified Parties pursuant to this Section 9.2 exceed an amount equal to the Purchase Price (except that this limitation shall not affect in any manner the right of the Purchasers to seek or obtain any remedy available at law or in equity in respect of (i) a breach or violation by the Seller[s] of [its/their] obligations under Section 6.4 or (ii) a failure to observe or comply with the terms of the Seller Party Release executed by the Seller[s] at Closing).
Indemnification by the Seller Parties. From and after the Closing, the Seller Parties shall jointly and severally indemnify and hold harmless Buyer, its Affiliates, and its and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) from and against any losses, Liabilities, damages and expenses (hereinafter collectively, “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 (other than a Fundamental Representation) made by a Seller 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 Fundamental Representation made by a Seller 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);
(c) any breach of any covenant or agreement of any Seller Party set forth in this Agreement or any Ancillary Agreement;
(d) Buyer’s waiver of, or Buyer’s or Seller’s noncompliance with, any applicable bulk sales, bulk transfer or similar Laws in connection with the transactions contemplated by this Agreement;
(e) Pre-Closing IP Infringement; and
(f) any Excluded Liability.
Indemnification by the Seller Parties. Each of the Seller Parties shall indemnify, defend and hold harmless Purchaser and its subsidiaries, successors and permitted assigns, and the directors, officers, employees and agents of each (collectively, the “Purchaser Indemnitees”) at, and at any time after, the Closing, from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including reasonable fees and expenses of counsel, other expenses of investigation, handling and litigation, and settlement amounts, together with interest and penalties (collectively, a “Loss” or “Losses”), asserted against, resulting to, imposed upon or incurred by the Purchaser Indemnitees, directly or indirectly, by reason of, resulting from, incident to or arising in connection with any of the following:
Indemnification by the Seller Parties. (a) Subject to Section 12.2(b) below, the Seller Parties, jointly and severally, shall defend, indemnify, and hold harmless Buyers and their directors, officers, shareholders, members, partners, successors, and assigns from and against any and all costs, losses, claims, suits, actions, assessments, diminution in value, liabilities, fines, penalties, damages (excluding in all cases consequential and punitive damages), and expenses (including reasonable legal fees) (collectively, "Damages") in connection with or resulting from:
(I) All debts, liabilities, and obligations of Sellers, whether accrued, absolute, contingent, known, unknown, or otherwise, but excluding any Assumed Liabilities.
(II) Any inaccuracy in any representation or breach of any warranty of Seller Parties contained in this Agreement or any Related Agreement.
(III) Any failure by Seller Parties to perform or observe in full, or to have performed or observed in full, any covenant, agreement, or condition to be performed or observed by the Seller Parties under this Agreement or any Related Agreement.
(b) Seller Parties shall not be obligated to indemnify the Buyers (i) with respect to any matter to the extent Xxxxxxx had actual knowledge of such matter prior to the Closing and did not disclose such matter to the Seller Parties; or (ii) for claims for Damages related to or in connection with the failure to obtain, prior to the Closing, the consent of Levelor Xxxxxx to the assignment of the Levelor Xxxxxx Contract to Buyers.
