Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: any Breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; any Liability of the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4).
Appears in 1 contract
Indemnification by the Seller. After the Closing and subject to the terms and conditions of this Article VIII:
(a) Subject to the provisions of Section 4.1 and 4.5limitations set forth in this Article VIII, the Seller shall will indemnify and hold harmless the Buyer and indemnify each of the Purchaser Indemnitees from and againstDSM (collectively, “Buyer Indemnitees”) from, and shall compensate pay and reimburse each of the Purchaser Indemnitees Buyer Indemnitee for, any Damages that are all Losses directly or indirectly suffered relating to or incurred by arising from: (i) any of the Purchaser Indemnitees breach or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: any Breach inaccuracy of any of the representations representation or warranties warranty made by the Seller in this Agreement Article III; or (ii) any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation agreement, or any representation or warranty, of the Seller contained in any of the Transactional Agreements; any Liability of the this Agreement.
(b) The Seller will indemnify and hold harmless each Buyer Indemnitee from, and pay and reimburse each Buyer Indemnitee for, all Losses, directly or of any Related Party (including any failure indirectly, relating to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than arising from: (i) any breach or inaccuracy of any representation or warranty made by the Assumed Liabilities and Seller, or the Companies in this Agreement (other than in Article III); (ii) any Liability arising out breach of any Breach included covenant or agreement, or any representation or warranty, of the Companies in clause "(a)", "(b)" or "this Agreement;.
(c)" above; ) The amount of indemnification to be paid by the Seller to the Buyer or any Proceeding relating directly or indirectly the Buyer Indemnitees pursuant to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 48.1 shall not exceed $600,000.00 (the ‘Indemnification Cap”).
Appears in 1 contract
Indemnification by the Seller. Subject to the provisions other terms and conditions of Section 4.1 and 4.5this Article VIII, the Seller shall hold harmless indemnify and indemnify defend each of the Purchaser Indemnitees and its Affiliates (including QSHI) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall compensate pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees forbased upon, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result arising out of, with respect to, or are directly by reason of:
(a) any inaccuracy in or indirectly connected with: any Breach breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in this Agreement or in any of the Transactional Agreements; any Liability certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement (other than in respect of Section 3.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), 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) any breach or non-fulfillment of any Related Party covenant, agreement, or obligation to be performed by the Seller pursuant to this Agreement (including other than any breach or violation of, or failure to comply with fully perform, any bulk transfer laws covenant, agreement, undertaking, or similar Legal Requirements obligation in connection with Article VI, it being understood that the sole remedy for any of the Transactions) other than such breach, violation, or failure shall be pursuant to Article VI); or
(i) the Assumed Liabilities and (iic) any Liability arising out of any Breach included in clause "(a)"investigations, "(b)" requests, audits, or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced comment letters issued by any Indemnitee for Governmental Authority, including the purpose of enforcing any of its rights under this Section 4)SEC, arising from matters related to QSHI or the Seller that occur prior to the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Quick Start Holdings, Inc.)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5limitations set forth in this ARTICLE X:
(a) If the Closing occurs, the Seller shall indemnify, defend and hold harmless Buyer and indemnify each of the Purchaser Indemnitees its Representatives (each, a “Buyer Indemnified Party”) from and againstagainst and in respect of, and shall compensate pay and reimburse each of the Purchaser Indemnitees Buyer Indemnified Party for, any Damages that are and all claims, losses, liabilities, costs, expenses, fines, penalties and damages, including investigation costs, settlement costs, court costs and reasonable legal fees and expenses (“Damages”), suffered or paid, directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or indirectly, as a direct or indirect result of, in connection with, relating to or are directly arising from (i) the breach by the Target Companies or indirectly connected with: any Breach the Seller of any of the representations representation or warranties warranty made by the Target Companies or the Seller in this Agreement Agreement; (ii) the breach by the Target Companies or any of the other Transactional Agreements; any Breach by the Seller of any representationcovenant or agreement to be performed by it prior to the Closing under this Agreement or in any certificate delivered under Section 2.04(e)(xi); or (iii) any Transaction Expenses that were not paid in accordance with Section 2.02(c). In addition, warrantyif the Closing occurs, statementthe Seller shall reimburse, information indemnify, defend and hold harmless BBI from and against and in respect of, and pay and reimburse BBI for, 50% of the Damages suffered or provision made paid, directly or indirectly, as a result of, in connection with, relating to or arising from Item 3 of Schedule 3.15.
(b) Any Damages payable by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available pursuant to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; any Liability of the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than this Section 10.02 shall be paid (i) first from the Assumed Liabilities Indemnification Escrow Funds and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating thereafter directly or indirectly to any Breach, alleged Breach, Liability or matter of from the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)Seller.
Appears in 1 contract
Samples: Stock and Membership Interest Purchase Agreement (Snyder's-Lance, Inc.)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the (a) The Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-–party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: :
(i) any Breach of any of the representations or warranties made by the Seller in this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate or any of the other Transactional Agreements; ;
(ii) any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; by or on behalf the Seller or any Representative of the Seller;
(iii) any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; ;
(iv) any Liability of the Seller or of any Related Party Party;
(including v) any Liability to which the Purchaser or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product produced or sold or any services performed by or on behalf of the Seller, or (B) any failure to comply with any bulk transfer laws law or similar Legal Requirements Requirement in connection with any of the Transactions;
(vi) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "“(ai)," "” “(bii)," "” “(ciii)," or "” “(div)," ” or “(v)” above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 47).
(b) Subject to Section 7.2(c), the Seller shall not be required to make any indemnification payment pursuant to Section 7.2(a)(i) for any Breach of the representations and warranties made by them in this Agreement or in the Closing Certificate until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $10,000. (If the total amount of such Damages exceeds the $10,000, the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $10,000.)
(c) The limitation on the indemnification obligations of the Seller that is set forth in Section 7.2(b) shall not apply to any Breach arising directly or indirectly from any circumstance of which the Seller had knowledge on or prior to the Closing Date.
(d) The maximum liability of the Seller pursuant to this Section 7.2 shall be set at Two Hundred Thousand Dollars ($200,000.00).
Appears in 1 contract
Samples: Asset Purchase Agreement (Shaman Pharmaceuticals Inc)
Indemnification by the Seller. Subject to the provisions of limitations expressly set forth in Section 4.1 and 4.59.6, the Seller shall will indemnify and hold harmless and indemnify each of the Purchaser Indemnitees and its Affiliates (including, following the Closing, the Acquired Companies) and their respective directors, officers, equity owners, employees, agents, consultants and other advisors and representatives (collectively, the “Purchaser Indemnified Parties”) from and against, and shall compensate and reimburse each of will pay to the Purchaser Indemnitees forIndemnified Parties the monetary value of, any Damages that are directly and all Losses incurred or indirectly suffered by the Purchaser Indemnified Parties arising out of or incurred by resulting from any of the Purchaser Indemnitees following:
(a) any inaccuracy in or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: any Breach breach of any of the representations representation or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller warranty contained in the Disclosure Schedule Article 3, Section 10.17(b) or in any certificate delivered by or on behalf of the Seller or Parent pursuant to this Agreement;
(b) any nonfulfillment, nonperformance or other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; any Liability agreement of the Seller or the Parent contained in this Agreement; and
(c) any matter set forth in Section 9.1(c) of the Seller Disclosure Schedule; provided, however, that this Article 9 shall not provide for any Related Party indemnification with respect to Taxes (including any failure representation or warranty related to comply Taxes), for which the Seller’s sole obligation is set forth in Article 8. For purposes of this Section 9.1, the amount of any Losses associated with any bulk transfer laws inaccuracy in, or breach of, any representation or warranty, or nonfulfillment, nonperformance or other breach of any covenant or agreement by the Seller, will be determined without regard for any materiality, Material Adverse Effect or similar Legal Requirements in connection with any qualification (but such qualifications shall not be so disregarded for purposes of the Transactions) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter determination of the type referred to in clause "(a)," "(b)," "(c)," underlying inaccuracy, breach, nonfulfillment or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4nonperformance).
Appears in 1 contract
Samples: Stock Purchase Agreement (Volt Information Sciences, Inc.)
Indemnification by the Seller. Subject to the other provisions of Section 4.1 and 4.5this Article VIII, the Persons constituting the Seller shall will jointly and severally defend, indemnify and hold harmless and indemnify each of the Purchaser Indemnitees and its Affiliates, shareholders and beneficial owners (whether direct or indirect), directors, officers, employees, consultants, agents and representatives (the “Indemnitees”) harmless from and against, against any and shall compensate all Claims and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly Losses suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly Indemnitee arising from or as a direct or indirect result ofrelating to:
(a) any facts that constitute, or are directly or indirectly connected with: any Breach allegations that if true would constitute, a breach of any of the representations representation or warranties warranty made by the Seller in this Agreement or in any of the certificate or other Transactional Agreements; any Breach document required to be executed and delivered by the Seller pursuant to this Agreement;
(b) any facts that constitute, or any allegations that if true would constitute, a breach or default in the performance of any representationcovenant, warranty, statement, information obligation or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation agreement of the Seller contained pursuant to this Agreement or any certificate or other document required to be executed and delivered by them pursuant to this Agreement;
(c) any Claim founded in whole or in part on occurrences preceding the Closing (including, without limitation, Warranty Claims);
(d) any Claim (of any and every nature possible) by an employee of the Transactional Agreements; Company for any Liability conduct, action or inaction of the Company, Seller or any employee of the Company, that occurred or caused (in whole or in part), prior to the Closing, any damage or injury, cost, fine or expense of any Related Party nature;
(including e) any failure Claim for unpaid taxes or unpaid tax estimates relative to comply with any bulk transfer laws or similar Legal Requirements in connection with any the conduct of the TransactionsCompany’s business prior to the Closing for so long as the applicable state and federal statute of limitations apply; and
(f) other than (i) the Assumed Liabilities and (ii) any Liability Claims or Losses suffered by Company, Purchaser, or its Affiliates, arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly related to any Breachclaim (of any and every nature possible) arising, alleged Breachin any manner, Liability or matter from any failure of Company to be authorized to conduct business as a foreign entity prior to the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)Closing.
Appears in 1 contract
Indemnification by the Seller. Subject In consideration of each Purchaser's execution and delivery of this Agreement and the Related Documents and the purchase of the Securities hereunder, and in addition to all of the provisions of Section 4.1 Seller's other obligations under this Agreement and 4.5the Related Documents, from and after the Closing, the Seller shall defend, protect, indemnify and hold harmless each Purchaser and indemnify each other holder of the Purchaser Indemnitees Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, without -24- limitation, those retained in connection with the Transactions, collectively, the "Indemnitees") from and againstagainst any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and shall compensate expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and reimburse each of including reasonable attorneys' fees and disbursements (the Purchaser Indemnitees for"Indemnified Liabilities"), any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or Indemnitee as a direct or indirect result of, or are directly arising out of, or indirectly connected with: relating to
(a) any Breach misrepresentation or breach of any of the representations representation or warranties warranty made by the Seller in this Agreement Agreement, any Related Document or any of the other Transactional Agreements; certificate, instrument or document contemplated hereby or thereby,
(b) any Breach by the Seller breach of any representationcovenant, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant agreement or obligation of the Seller contained in this Agreement, any Related Document or any other certificate, instrument or document contemplated hereby or thereby,
(c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Transactional Agreements; any Liability Seller) and arising out of the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than resulting from (i) the Assumed Liabilities and execution, delivery, performance or enforcement of this Agreement, any Related Document or any other certificate, instrument or document contemplated hereby or thereby, (ii) any Liability arising out transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance and sale of the Securities, or (iii) the status of such Purchaser or holder of the Securities as an investor in the Seller, or
(d) (i) except with respect to the Purchaser Information (as hereinafter defined), any Breach included untrue statement or alleged untrue statement of a material fact in clause "the Registration Statement or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, (a)"ii) except with respect to the Purchaser Information, "any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (b)" as amended or "supplemented, if the Seller files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (c)" above; iii) any violation or alleged violation by the Seller of the Securities Act, the Exchange Act or any Proceeding other law (including, without limitation, any state securities law), rule or regulation relating directly to the offer or indirectly to any Breach, alleged Breach, Liability or matter sale of the type referred Registrable Securities. To the extent that the foregoing undertaking by the Seller may be unenforceable for any reason, the Seller shall make the maximum contribution to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose payment and satisfaction of enforcing any each of its rights the Indemnified Liabilities which is permissible under this Section 4)applicable law.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Vasco Data Security International Inc)
Indemnification by the Seller. Subject After the Closing and subject to the provisions terms and conditions of Section 4.1 this Article VIII:
(a) The Seller will indemnify and 4.5hold harmless the Buyer, the Company and any Subsidiaries and their respective Affiliates (other than the Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from Seller’s Related Persons) and againstRepresentatives (other than the Seller) (collectively, “Buyer Indemnitees”) from, and shall compensate pay and reimburse each of the Purchaser Indemnitees Buyer Indemnitee for, any Damages that are all Losses directly or indirectly suffered relating to or incurred by arising from: (i) any of the Purchaser Indemnitees breach or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result ofinaccuracy, or are directly or indirectly connected with: any Breach allegation of any third party that, if true, would be a breach or inaccuracy, of the representations any representation or warranties warranty made by the Seller in this Agreement Article III; or (ii) any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation agreement of the Seller contained in any of the Transactional Agreements; any Liability of the this Agreement.
(b) The Seller will indemnify and hold harmless each Buyer Indemnitee from, and pay and reimburse each Buyer Indemnitee for, all Losses, directly or of any Related Party (including any failure indirectly, relating to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than arising from: (i) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representation or warranty made by the Assumed Liabilities and Seller, or the Company in this Agreement (other than in Article III); (ii) any Liability breach of any covenant or agreement of the Company in this Agreement; (iii) all Liabilities of, or arising from the conduct of, the Company existing at the Closing, or arising out of events or circumstances occurring prior to the Closing; (iv) any Breach included claim by the Seller or any Person claiming through or on behalf of the Seller arising out of or relating to any act or omission by the Buyer or any other Person in clause "(a)", "(b)" reliance upon instructions from or "(c)" abovenotices given by the Seller; or (v) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4).set forth on Schedule 8.1
Appears in 1 contract
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the The Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: :
(i) any Breach of any of the representations or warranties made by the Seller in this Agreement (without giving effect to any update to the Disclosure Schedule), both as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, or in the Seller Closing Certificate or any of the other Transactional Agreements; ;
(ii) any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to Parent or the Purchaser or any of its their Representatives and attached hereto; by or on behalf of the Seller or any Representative of the Seller;
(iii) any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; ;
(iv) any Liability of the Seller or of any Related Party Party, other than the Designated Contractual Obligations;
(including v) any Liability (other than the Designated Contractual Obligations) to which Parent, the Purchaser or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product produced or sold or any services performed by or on behalf of the Seller, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller on or at any time prior to the Closing Date, (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of the Seller, (D) the operation by the Seller of its business, or (E) any failure to comply with any bulk transfer laws law or similar Legal Requirements Requirement in connection with any of the Transactions; or
(vi) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(ai)," "(bii)," "(ciii)," or "(div)," above "(including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4v)." or "
Appears in 1 contract
Indemnification by the Seller. Subject to the provisions other terms and conditions of Section 4.1 and 4.5this Article VIII, the Seller shall hold harmless indemnify and indemnify defend each of the Purchaser Indemnitees and its Affiliates (including BSPI) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall compensate pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees forbased upon, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result arising out of, with respect to, or are directly by reason of:
(a) any inaccuracy in or indirectly connected with: any Breach breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in this Agreement or in any of the Transactional Agreements; any Liability certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement (other than in respect of Section 3.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), 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) any breach or non-fulfillment of any Related Party covenant, agreement, or obligation to be performed by the Seller pursuant to this Agreement (including other than any breach or violation of, or failure to comply with fully perform, any bulk transfer laws covenant, agreement, undertaking, or similar Legal Requirements obligation in connection with Article VI, it being understood that the sole remedy for any of the Transactions) other than such breach, violation, or failure shall be pursuant to Article VI); or
(i) the Assumed Liabilities and (iic) any Liability arising out of any Breach included in clause "(a)"investigations, "(b)" requests, audits, or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced comment letters issued by any Indemnitee for Governmental Authority, including the purpose of enforcing any of its rights under this Section 4)SEC, arising from matters related to BSPI or the Seller that occur prior to the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Business Solutions Plus, Inc.)
Indemnification by the Seller. Subject to the provisions other terms and conditions of Section 4.1 and 4.5this Article VIII, the Seller shall hold harmless indemnify and indemnify defend each of the Purchaser Indemnitees and its Affiliates (including FLHI) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall compensate pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees forbased upon, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result arising out of, with respect to, or are directly by reason of:
(a) any inaccuracy in or indirectly connected with: any Breach breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in this Agreement or in any of the Transactional Agreements; any Liability certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement (other than in respect of Section 3.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), 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) any breach or non-fulfillment of any Related Party covenant, agreement, or obligation to be performed by the Seller pursuant to this Agreement (including other than any breach or violation of, or failure to comply with fully perform, any bulk transfer laws covenant, agreement, undertaking, or similar Legal Requirements obligation in connection with Article VI, it being understood that the sole remedy for any of the Transactions) other than such breach, violation, or failure shall be pursuant to Article VI); or
(i) the Assumed Liabilities and (iic) any Liability arising out of any Breach included in clause "(a)"investigations, "(b)" requests, audits, or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced comment letters issued by any Indemnitee for Governmental Authority, including the purpose of enforcing any of its rights under this Section 4)SEC, arising from matters related to FLHI or the Seller that occur prior to the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Fast Lane Holdings, Inc.)
Indemnification by the Seller. Subject to the provisions other terms and conditions of Section 4.1 and 4.5this Article VIII, the Seller shall hold harmless indemnify and indemnify defend each of the Purchaser Indemnitees Purchasers and its Affiliates (including FTRK) and their respective Representatives (collectively, the “Purchasers Indemnitees”) against, and shall hold each of them harmless from and against, and shall compensate pay and reimburse each of the Purchaser Indemnitees them for, any Damages that are directly and all Losses incurred or indirectly suffered sustained by, or incurred by any of imposed upon, the Purchaser Purchasers Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result based upon, arising out of, with respect to, or are directly by reason of:
(a) any inaccuracy in or indirectly connected with: any Breach breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in this Agreement or in any of the Transactional Agreements; any Liability certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement (other than in respect of Section 3.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), 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) any breach or non-fulfillment of any Related Party covenant, agreement, or obligation to be performed by the Seller pursuant to this Agreement (including other than any breach or violation of, or failure to comply with fully perform, any bulk transfer laws covenant, agreement, undertaking, or similar Legal Requirements obligation in connection with Article VI, it being understood that the sole remedy for any of the Transactions) other than such breach, violation, or failure shall be pursuant to Article VI); or
(i) the Assumed Liabilities and (iic) any Liability arising out of any Breach included in clause "(a)"investigations, "(b)" requests, audits, or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced comment letters issued by any Indemnitee for Governmental Authority, including the purpose of enforcing any of its rights under this Section 4)SEC, arising from matters related to FTRK or the Seller that occur prior to the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Fast Track Solutions, Inc.)
Indemnification by the Seller. Subject to (a) The Shareholders and the provisions of Section 4.1 Seller, jointly and 4.5severally, the Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: :
(i) any Breach of any of the representations or warranties made by the Seller in this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; ;
(ii) any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; ;
(iii) any Liability of the Seller or of any Related Party (including any failure arising prior to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) Closing, other than (i) the Assumed Liabilities and Liabilities; or
(iiiv) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "“(ai)," "” “(bii)," "” or “(ciii)," or "(d)," ” above (including any Proceeding commenced by any Indemnitee party for the purpose of enforcing any of its rights under this Section 49.2).
(b) The Seller shall not be required to make any indemnification payment pursuant to Section 9.2(a) until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $25,000. (If the total amount of such Damages exceeds the $25,000, the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $25,000.)
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Surgical Systems Inc)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the The Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: with (a) any Breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation of the Seller contained in any of the Transactional Agreementsagreements with respect to the Transactions; (b) any Liability of the Seller or of any Related Party Party; (including c) any Liability to which the Buyer or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (i) any product produced or sold or any services performed by or on behalf of the Seller, (ii) the presence of any Hazardous Substance at any site owned, leased, occupied or controlled by the Seller or any Subsidiary on or at any time prior to the Closing Date, (iii) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Substance (whether lawfully or unlawfully) by or on behalf of the Seller, (iv) the operation by the Seller of its business, or (v) any failure to comply with any bulk transfer laws law or similar Legal Requirements Requirement in connection with any of the Transactions) other than (i) , including the Assumed Liabilities Disposition; and (iid) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4).to
Appears in 1 contract
Indemnification by the Seller. Subject After the Closing and subject to the provisions terms and conditions of Section 4.1 this Article VIII:
(a) The Seller will indemnify and 4.5, the Seller shall hold harmless the Buyer and indemnify each of the Purchaser Indemnitees from and againstCompany (collectively, "Buyer Indemnitees") from, and shall compensate pay and reimburse each of the Purchaser Indemnitees Buyer Indemnitee for, any Damages that are all Losses directly or indirectly suffered relating to or incurred by arising from: (i) any of the Purchaser Indemnitees breach or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result ofinaccuracy, or are directly or indirectly connected with: any Breach allegation of any third party that, if true, would be a breach or inaccuracy, of the representations any representation or warranties warranty made by the Seller in this Agreement Article III; or (ii) any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation agreement, or any representation or warranty, of the Seller contained in any of the Transactional Agreements; any Liability of the this Agreement.
(b) The Seller will indemnify and hold harmless each Buyer Indemnitee from, and pay and reimburse each Buyer Indemnitee for, all Losses, directly or of any Related Party (including any failure indirectly, relating to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than arising from: (i) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representation or warranty made by the Assumed Liabilities and Seller, or the Company in this Agreement (other than in Article III); (ii) any Liability breach of any covenant or agreement, or any representation or warranty, of the Company in this Agreement; (iii) all Liabilities of, or arising from the conduct of, the Company existing at the Closing, or arising out of events or circumstances occurring prior to the Closing which have not been disclosed in writing to the Buyer prior to Closing; or (iv) any Breach included in clause "(a)", "(b)" or "matter set forth on Schedule 8.1.
(c)" above; ) The amount of indemnification to be paid by the Seller to the Buyer or any Proceeding relating directly or indirectly the Buyer Indemnitees pursuant to any Breach, alleged Breach, Liability or matter this Section 8.1 shall not exceed the amount of the type referred Purchase Price paid to in clause the Seller through the date of the claim for which such indemnification is paid (the 'Indemnification Cap"(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4).
Appears in 1 contract
Samples: Securities Purchase Agreement (Alpine 4 Technologies Ltd.)
Indemnification by the Seller. Subject In accordance with and subject to the provisions terms of Section 4.1 this Article VIII, from and 4.5after the Closing, the Seller shall indemnify and hold harmless and indemnify each of the Purchaser Indemnitees and its Affiliates, directors, officers, employees, agents and other representatives from and against any and all Claims, Legal Proceedings, Taxes, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest and expenses (including reasonable fees and disbursements of counsel, court costs, reasonable third-party expert and consultant fees, and reasonable costs of investigation) (collectively, “Losses”) which are asserted against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered imposed upon or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or Person as a direct or indirect result of, based upon or are directly arising out of or indirectly connected with: any Breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; any Liability of the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactionsfollowing (the “Purchaser Indemnity Claims”), whether or not they involve or arise from a Claim by a third party:
(a) other than the breach by the Seller as of the date of this Agreement or as of the Closing Date of any of its representations or warranties contained in this Agreement or any inaccuracy of the certification to the effect set forth in Section 6.02(a) to be delivered at Closing pursuant to Section 2.02(a)(xvi) hereof; provided, however, that all Materiality Qualifications contained in any such representation, warranty or certification shall be disregarded (i) with respect to the Assumed Liabilities Retained Materiality Representations only, solely for determining the amount of Losses resulting from such breach and (ii) with respect to all other representations and warranties, for purposes of determining (A) whether or not there has been a breach and (B) the amount of Losses resulting from any Liability arising out of any Breach included in clause "(a)", "such breach;
(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter ) the breach by the Seller of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights covenants or agreements contained in this Agreement or any inaccuracy of the certification to the effect set forth in Section 6.02(b) to be delivered at Closing pursuant to Section 2.02(a)(xvi); and
(c) any Retained Liabilities. The Purchaser and its Affiliates, directors, officers, employees, agents and other representatives shall not be entitled to recover under this Section 4)8.02 an amount in respect of Losses or otherwise obtain reimbursement or restitution (including under Section 1.05 and Section 1.06) more than once in respect of the same Losses.
Appears in 1 contract
Indemnification by the Seller. Subject always to the provisions of Sections 8.4 and 8.5 and this Section 4.1 and 4.58.2, the Seller shall agrees to defend, indemnify and hold harmless the Purchaser, Bayer Canada, their Affiliates and indemnify each of their respective officers, directors, agents and employees (individually, a "Purchaser Indemnitee" and collectively, the "Purchaser Indemnitees Indemnitees") from and against:
(A) One hundred (100%) percent of any and all Losses suffered by a Purchaser Indemnitee, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct result of or indirect result in connection with any breach of, or are directly misrepresentation or indirectly connected with: inaccuracy in, any Breach of any of the representations representation or warranties warranty made by the Seller in or pursuant to this Agreement in Sections 4.1(a), (b), (f)(ii), (g)(i), (k) (to the extent the representation in (k) relates to the Seller) and (l), provided however, that for the purposes of this Section 8.2(a)(i)(A), such representations and warranties shall be read without regard to any Seller's Knowledge qualification included in such representation or any of the other Transactional Agreements; any Breach by the Seller warranty;
(B) Fifty (50%) percent of any representationand all such Losses suffered by a Purchaser Indemnitee, warrantyas a result of or in connection any breach of, statementor misrepresentation or inaccuracy in, information any representation or provision warranty made by the Seller contained in or pursuant to this Agreement set forth under Sections 4.1(d), (f)(i), (g)(ii), (h), (i), (j) and (k) (to the Disclosure Schedule extent the representation in 4.1(k) relates to the Partnership); provided however, that for the purposes of this Section 8.2(a)(i)(B), such representations and warranties shall be read without regard to any Seller's Knowledge qualification included in such representation or warranty; and
(C) One Hundred (100%) percent of any and all such Losses suffered by a Purchaser Indemnitee, as a result of or in connection with any other document delivered breach of, or otherwise misrepresentation or inaccuracy in, any representation or warranty made available by the Seller in or pursuant to this Agreement set forth under Sections 4.1(d), (f)(i), (g)(ii), (h), (i), (j) and (k) (to the extent the representation in 4.1(k) relates to the Partnership) to the extent such representations are read taking into account any Seller's Knowledge qualification included in such representation or warranty; provided that, to the extent that the Purchaser has Knowledge of the matter subject to the Sellers' Knowledge qualification, the indemnification obligation of the Seller shall remain as set forth under Section 8.2(a)(i)(B).
(ii) One hundred (100%) percent of any and all Losses suffered by a Purchaser Indemnitee, as a result of or in connection with any breach of any covenant, agreement or obligation made or to be performed by the Seller or any of their Affiliates, under or pursuant to this Agreement, provided that the Seller shall first have notice of and an opportunity to cure within thirty (30) days of such notice breaches relating to post-Closing covenants, agreements or obligations that are not wilful, intentional or reckless;
(iii) One hundred (100%) percent of any and all Losses suffered by a Purchaser Indemnitee, as a result of or in connection with (A) any failure of the Seller to transfer the Offered Partnership Interest to the Purchaser free and clear of any Liens and in accordance with this Agreement and/or (B) any breach of, or misrepresentation or inaccuracy in, any representation or warranty made by the Seller in or pursuant to this Agreement under Section 4.1(e).
(iv) One-half (50%) of any Taxes assessed against the Partnership due in respect of any period beginning on or after November 20, 1998 through the Closing Date, including any penalty imposed on the Partnership or the Purchaser or Bayer Canada for actions or non-actions approved by the Purchaser and the Seller, provided, however, that if, absent such approval for its action or non-action, the Seller or any of its Representatives and attached hereto; Affiliates fail to carry out, or improperly carry out, any Breach administrative action (i.e., filing tax return) required to be taken or not taken by the Seller in its role of Tax Matters Partner, then all (100%) of any covenant or obligation of the Seller contained in any of the Transactional Agreementssuch penalty; any Liability of the Seller or one hundred (100%) percent of any Related Party (including any failure to comply with any bulk transfer laws and all Losses suffered by a Purchaser Indemnitee, as a result of or similar Legal Requirements in connection with any 2004 Excluded Obligations; and
(v) one-half (50%) of any and all Losses suffered by a Purchaser Indemnitee, as a result of or in connection with the operation of the Transactions) Business prior to the Closing Date (other than to the extent such liability is set forth or reserved for in the Financial Statements) including without limitation one-half (i50%) the Assumed Liabilities and of:
(iiA) any Liability Losses arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or from any Proceeding relating directly arising from events or indirectly occurrences prior to the Closing Date;
(B) any Breach, Losses arising from an alleged Breach, Liability failure or matter a failure of the type referred Company or its Affiliates to in clause "comply with Laws (a)," "other than Environmental Laws) prior to the Closing Date;
(b)," "(c)," C) any Losses arising prior to the Closing Date related to the employment of employees of the Partnership or "(d)," above (the hiring of consultants by the Partnership, including any Proceeding commenced by Losses involving the Partnership Benefit Plans and the Partnership Pension Plan used to provide benefits to such employees or consultants;
(D) any Indemnitee for alleged breach or breach of contracts of the purpose of enforcing Partnership prior to the Closing; and
(E) any of its rights under this Section 4Losses arising from any liability arising from events or occurrences prior to, or relating to the periods prior to the Closing Date to the extent such liability is not reflected or reserved in the Financial Statements, including without limitation the litigation claims set forth on Schedule 4.1(g) and Schedule 4.2(c).
Appears in 1 contract
Samples: Purchase Agreement (Crompton Corp)
Indemnification by the Seller. Subject to the other provisions of Section 4.1 and 4.5this Article VIII, the Persons constituting the Seller shall will jointly and severally defend, indemnify and hold harmless and indemnify each of the Purchaser Indemnitees and its Affiliates, shareholders and beneficial owners (whether direct or indirect), directors, officers, employees, consultants, agents and representatives (the “Indemnitees”) harmless from and against, against any and shall compensate all Claims and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly Losses suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly Indemnitee arising from or as a direct or indirect result ofrelating to:
(a) any facts that constitute, or are directly or indirectly connected with: any Breach allegations that if true would constitute, a breach of any of the representations representation or warranties warranty made by the Seller in this Agreement or in any of the certificate or other Transactional Agreements; any Breach document required to be executed and delivered by the Seller pursuant to this Agreement;
(b) any facts that constitute, or any allegations that if true would constitute, a breach or default in the performance of any representationcovenant, warranty, statement, information obligation or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation agreement of the Seller contained pursuant to this Agreement or any certificate or other document required to be executed and delivered by them pursuant to this Agreement;
(c) any Claim founded in whole or in part on occurrences preceding the Closing (including, without limitation, Warranty Claims);
(d) any Claim (of any and every nature possible) by an employee of the Transactional Agreements; Company for any Liability conduct, action or inaction of the Company, Seller or any employee of the Company, that occurred or caused (in whole or in part), prior to the Closing, any damage or injury, cost, fine or expense of any Related Party nature;
(including e) any failure Claim for unpaid taxes relative to comply with any bulk transfer laws or similar Legal Requirements in connection with any the conduct of the Transactions) other than Company’s business for so long as the applicable state and federal statute of limitations apply; and
(i) the Assumed Liabilities and (iif) any Liability Claim by any third party, relating to occurrences prior to the Closing, arising from the failure of Company to be authorized to conduct business as a foreign entity;
(g) Claims and Losses suffered by Company, Purchaser, or its Affiliates, arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly related to any Breachclaim (of any and every nature possible) arising, alleged Breachin any manner, Liability or matter from any failure of Company to be authorized to conduct business as a foreign entity prior to the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)Closing.
Appears in 1 contract
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the Seller shall hold harmless defend and indemnify each of the Purchaser Indemnitees from and againstBuyer in respect of, and shall hold it harmless against and will compensate and reimburse each of the Purchaser Indemnitees Buyer for, any and all Damages that are directly incurred or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time Buyer Indemnified Party (regardless of whether or not such Damages relate to any third-party claimThird Party Claim) and that arise directly resulting from, relating to or indirectly from constituting:
(a) any breach of or inaccuracy in, as of the date of this Agreement or as a direct or indirect result of, or are directly or indirectly connected with: any Breach of any of the representations Closing Date, any representation or warranties made by warranty of the Seller contained in this Agreement or any other Transaction Document;
(b) any breach of or inaccuracy in, as of the other Transactional Agreements; date of this Agreement or as of the Closing Date, any Breach by representation or warranty of the Seller of any representation, warranty, statement, information or provision made by the Seller Company contained in the Disclosure Schedule this Agreement or in any other document delivered or otherwise made available Transaction Document;
(c) any failure to the Purchaser or any of its Representatives and attached hereto; any Breach of perform any covenant or obligation agreement of the Seller contained in this Agreement or any other Transaction Document;
(d) any failure to perform any covenant or agreement of the Transactional AgreementsCompany contained in this Agreement or any other Transaction Document to be performed at or prior to the Closing;
(e) the following Taxes: (i) any Taxes for any taxable period (or portion thereof) ending on or before the Closing Date due and payable by the Company or any Subsidiary; (ii) any Taxes for which the Company or any Subsidiary has any Liability under Treasury Regulation Section 1.1502-6 or under any comparable or similar provision of state, local or foreign Laws as a result of being a member of an affiliated, consolidated, combined, unitary or similar group on or prior to the Closing Date; (iii) any Taxes for which the Company or any Subsidiary has any Liability as a transferee or successor, pursuant to any contractual obligation or otherwise, which Tax is attributable to the operations of the Company or any Subsidiary on or prior to the Closing Date or an event or transaction occurring before the Closing; and (iv) any federal, state, local or foreign Taxes payable by the Company or any Subsidiary attributable to the making of a Section 338(h)(10) Election, including (A) any Tax imposed under Section 1374 of the Code or a comparable provision of state Law, (B) any Tax imposed under Section 1.338(h)(10)-1 of the Treasury Regulations, and (C) any state, local or foreign Tax imposed on the gain of the Company or any Subsidiary, in each case, except to the extent such Taxes were taken into account in determining Closing Net Working Capital;
(f) the Employee Amount, any Closing Indebtedness and any Company Transaction Expenses, in each case to the extent in excess of the amounts included in the calculation of the Aggregate Closing Consideration or the Final Closing Adjustment;
(g) any failure of the Seller to have good, valid and marketable title to the Shares, free and clear of all Liens (other than restrictions on transfer imposed under applicable securities Laws);
(h) any claim by a stockholder or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any former stockholder of the Transactions) Company, or any other than Person, seeking to assert, or based upon: (i) the Assumed Liabilities and ownership or rights to ownership of any shares of stock of the Company; (ii) any Liability rights of a stockholder (other than the right of the Seller to receive consideration pursuant to Article I), including any option, preemptive rights or rights to notice or to vote; (iii) any claim for indemnification by a Company Indemnified Person under the Organizational Documents of the Company arising out of or relating to any Breach included in clause "(a)"fact, "(b)" circumstance, occurrence, or "(c)" aboveclaim that existed or arose at or prior the Closing; or (iv) any Proceeding relating directly claim that his, her or indirectly its shares of capital stock of the Company were wrongfully repurchased by the Company prior to the Closing; provided, however, that the foregoing shall not apply to any Breachequity interest granted, alleged Breachor purported to be granted, Liability by the Buyer or matter the Acquired Companies following the Closing.
(i) any inaccuracy in the Closing Date Allocation Schedule, as in effect from time to time; or
(j) any fraud or intentional misrepresentation on the part of the type referred to Company, any Subsidiary of the Company or the Seller in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced connection with the transactions contemplated by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Progress Software Corp /Ma)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5limitations set forth herein, after the Closing, the Seller shall hold harmless indemnify and indemnify each of defend the Purchaser Indemnitees from and Buyer against, and shall compensate hold the Buyer, its Representatives and reimburse its Affiliates (including from, and after the Closing, the Company), each of their respective shareholders, officers, directors, employees, and each of the Purchaser Indemnitees forheirs, executors, successors and assigns of any of the foregoing (collectively, the “Buyer Indemnitees”) harmless from, any Damages that are directly actual loss, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, Tax or indirectly expense (collectively, “Losses”) suffered or incurred by any of or imposed on such Buyer Indemnitee to the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result extent arising out of, or are directly or indirectly connected with: without duplication, (i) any Breach breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives representation and attached hereto; any Breach of any covenant or obligation warranty of the Seller contained in any of Section 3 or the Transactional Agreements; any Liability of certificate delivered by the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than (i) the Assumed Liabilities and Buyer pursuant to Section 11.1(c), (ii) any Liability arising out breach of the covenants or agreements of the Seller contained in this Agreement, (iii) any Tax imposed on or relating to the Company with respect to any Pre-Closing Period, (iv) the Seller’s share of any Breach included in clause "Transfer Taxes pursuant to Section 8.4, (a)", "v) any liabilities of the Company for the Taxes of another Person imposed pursuant to (b)" or "A) Treasury Regulations Section 1.1502-6 (c)" above; or any Proceeding relating directly affiliated, combined, consolidated, unitary or indirectly similar provision of applicable state, local or foreign Law) with respect to any BreachAffiliated Group that the Company was a member at the time of, alleged Breachor prior to, the Closing or (B) any contract primarily relating to Taxes entered into prior to the Closing, or (C) operation of applicable Law with reference to a pre-Closing event or act, (vi) any matter that (A) is disclosed or was required to be disclosed in Sections 3.6(a), 3.8, or 3.9 of the Disclosure Schedule (ignoring any “material”, “material adverse effect”, “Material Adverse Effect” or other similar qualification contained in or otherwise applicable to such representation or warranty for purposes of determining whether a matter was required to be disclosed therein) or (B) involves a claim by any Person, known or unknown, involving substantially the same set of facts or circumstances as were involved in the matters described in the preceding clause (A) and occurring prior to the Closing or relating to clause (viii) below, ( (A) and (B) collectively, the “Retained Claims”), (vii) any Loss resulting from any Excluded Liability or matter Excluded Property; (viii) any liability of the type referred Company arising from any Pre-Closing Period; and (ix) in the event that the Separation has not occurred as of the Closing and the Seller does not cause Parent Entity to in clause "(a)," "(b)," "(c)," execute and deliver to the Buyer the Parent Entity Side Letter prior to the Separation pursuant to Section 13.9, future actions of Parent Entity or "(d)," above (including any Proceeding commenced its Affiliates that would have constituted breaches of the Parent Entity Side Letter by any Indemnitee for Parent Entity or its Affiliates had such letter been executed and delivered to the purpose of enforcing any of its rights under this Section 4)Buyer.
Appears in 1 contract
Samples: Purchase Agreement (Metlife Inc)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the (a) The Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: :
(i) any Breach inaccuracy in or breach of any representation or warranty set forth in Section 2 of the representations or warranties made by the Seller in this Agreement (without giving effect to any qualification as to “material” or “Material Adverse Effect” or words of similar effect contained or incorporated in such representation or warranty);
(ii) any of the other Transactional Agreements; any Breach by the Seller inaccuracy in or breach of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule Schedule;
(iii) any non-compliance, non-performance or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation of the Seller contained in this Agreement or any of the Transactional other Transaction Agreements; ;
(iv) any Liability of the Seller or of any Related Party Party, other than the Assumed Liabilities;
(including v) any Liability (other than the Assumed Liabilities) to which the Purchaser or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to any failure to comply with any bulk transfer laws law or similar Legal Requirements Requirement in connection with any of the TransactionsTransactions and the Purchaser’s waiver of compliance with such Legal Requirements;
(vi) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breachactual or alleged inaccuracy, alleged Breachbreach, non-compliance, non-performance, Liability or matter of the type referred to in clause "clauses (a)," "i) through (b)," "(c)," or "(d)," v) above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 49.3).
(b) Subject to Section 9.3(c), in all cases (including with respect to inaccuracies and breaches of the Tax Representations), the Seller’s maximum liability with respect to indemnification payments pursuant to Section 9.3 shall not exceed an amount equal to the Escrow Fund.
(c) The limitations set forth in Section 9.3(b) shall not apply in the case of fraud.
(d) Except with respect to fraud, and except as provided in Section 11.10, from and after the Closing, the indemnification rights of the parties hereto under this Section 9 shall be the sole and exclusive remedy of the parties to this Agreement with respect to all Damages of whatever kind and nature, in law, equity or otherwise, known or unknown, which such parties have now or may have in the future, including without limitation, any Damages
Appears in 1 contract
Indemnification by the Seller. Subject to From and after the provisions of Section 4.1 and 4.5Closing, the Seller shall indemnify, defend and hold harmless the Buyer, its Affiliates, and indemnify each of their respective officers, directors, employees, stockholders, members, agents and representatives (collectively, the Purchaser Indemnitees "Buyer Indemnitees") from and againstagainst any and all claims, losses, damages, liabilities, obligations or expenses, including reasonable legal fees and shall compensate and reimburse each of expenses (collectively, "Losses"), to the Purchaser Indemnitees forextent relating, any Damages that are arising or resulting, directly or indirectly suffered or incurred by indirectly, from any of the Purchaser Indemnitees or to which following:
(i) any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: any Breach breach of any of the representations representation or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation warranty of the Seller contained in this Agreement, any of schedules hereto, any certificate delivered by Seller, or the Transactional Ancillary Agreements; , without giving effect to any Liability of supplements to the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of schedules hereto after the Transactions) other than (i) the Assumed Liabilities and date hereof;
(ii) any Liability arising out breach of any Breach included covenant of the Seller contained in clause "this Agreement or the Ancillary Agreements;
(a)"iii) any broker's, "(b)" finder's or "(c)" above; similar fee or other commission, expense, or any Proceeding relating directly liability whatsoever owed to Scott-Macon, Ltd., or indirectly to any Breachother broker, alleged Breachfinder, Liability agent or matter similar intexxxxxxxx xxat may have acted for or on behalf of the type referred to in clause "(a)," "(b)," "(c)," Sellers or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under their Affiliates in connection with this Section 4)Agreement or the transactions contemplated by this Agreement, based on any agreement, arrangement or understanding with the Sellers or any of their Affiliates, or any action taken by the Sellers or any of their Affiliates; and
(iv) any Excluded Liability.
Appears in 1 contract
Samples: Asset Purchase Agreement (Long Island Physician Holdings Corp)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the The Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: :
(a) any Breach of any of the representations representation or warranties warranty made by the Seller in this Agreement or the Disclosure Schedule (including any of exhibit or schedule to the other Transactional Agreements; Disclosure Schedule);
(b) any Breach by the Seller of any representationcertification, warranty, statement, information representation or provision warranty made by the Seller contained in the Disclosure Schedule or in any other document certificate or Transactional Agreement delivered or otherwise made available to the Purchaser or pursuant to any provision of its Representatives and attached hereto; this Agreement;
(c) any Breach of any covenant or obligation of the Seller contained in this Agreement or the Transactional Agreements;
(d) any Excluded Assets or Excluded Liabilities (including without limitation any Transaction Expenses);
(e) any Liability to which Purchaser or any of the Transactional Agreements; any Liability of the Seller other Indemnitees may become subject and that arises from or of any Related Party (including relates to any failure to comply with any bulk transfer laws law or similar Legal Requirements Law in connection with any of the Transactions;
(f) any Liability of the Seller, other than the Assumed Liabilities;
(g) any claim by Cardinal Health or any of Affiliates of Cardinal Health arising from the assertion by the Seller or any of its Affiliates of the Cardinal Claims;
(h) any Taxes of the Seller; and
(i) the Assumed Liabilities and (ii) any Liability arising out of claim or Proceeding relating to any Breach included in clause "(a)", "(b)" or "(c)" above; alleged Breach or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or other matter of the type referred to in clause "any of clauses “(a)," "” through “(bh)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)” above.
Appears in 1 contract
Indemnification by the Seller. Subject After the Closing and subject to the provisions terms and conditions of Section 4.1 this Article VIII:
(a) Each Seller will indemnify and 4.5hold harmless the Buyer, the Company and any Subsidiaries and their respective Affiliates (other than such Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from Seller’s Related Persons) and againstRepresentatives (other than the Seller) (collectively, “Buyer Indemnitees”) from, and shall compensate pay and reimburse each of the Purchaser Indemnitees Buyer Indemnitee for, any Damages that are all Losses directly or indirectly suffered relating to or incurred by arising from: (i) any of the Purchaser Indemnitees breach or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result ofinaccuracy, or are directly or indirectly connected with: any Breach allegation of any third party that, if true, would be a breach or inaccuracy, of the representations any representation or warranties warranty made by the Seller in this Agreement Article III; or (ii) any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation agreement of the such Seller contained in any of the Transactional Agreements; any Liability of the this Agreement.
(b) Each Seller will indemnify and hold harmless each Buyer Indemnitee from, and pay and reimburse each Buyer Indemnitee for, all Losses, directly or of any Related Party (including any failure indirectly, relating to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than arising from: (i) any breach or inaccuracy, or any allegation of any third party that, if true, would be a breach or inaccuracy, of any representation or warranty made by such Seller, or the Assumed Liabilities and Company in this Agreement (other than in Article III); (ii) any Liability breach of any covenant or agreement of the Company in this Agreement; (iii) all Liabilities of, or arising from the conduct of, the Company existing at the Closing, or arising out of events or circumstances occurring prior to the Closing; (iv) any Breach included claim by such Seller or any Person claiming through or on behalf of such Seller arising out of or relating to any act or omission by the Buyer or any other Person in clause "(a)", "(b)" reliance upon instructions from or "(c)" abovenotices given by such Seller; or (v) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4).set forth on Schedule 8.1
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Alpine 4 Automotive Technologies Ltd.)
Indemnification by the Seller. Subject to the provisions of Section 4.1 limitations set forth in this ARTICLE XI:
(a) The Seller shall, on a joint and 4.5several basis, the Seller shall indemnify, defend and hold harmless Buyer and indemnify each of the Purchaser Indemnitees its Representatives (each, a “Buyer Indemnified Party”) from and againstagainst and in respect of, and shall compensate pay and reimburse each of the Purchaser Indemnitees Buyer Indemnified Party for, any Damages that are and all claims, losses, liabilities, costs, expenses, fines, penalties and damages, including investigation costs, settlement costs, court costs and reasonable legal fees and expenses (“Damages”) suffered or paid, directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or indirectly, as a direct or indirect result of, in connection with, relating to or are arising from (i) the breach by the Target Companies of any representation or warranty made by the Target Companies in this Agreement and/or (ii) the breach by the Target Companies of any covenant or agreement to be performed by them prior to the Closing under this Agreement.
(b) The Seller shall, on a several and not joint basis, indemnify, defend and hold harmless each Buyer Indemnified Party from and against and in respect of, and pay and reimburse each Buyer Indemnified Party for, any and all Damages suffered or paid, directly or indirectly connected indirectly, as a result of, in connection with: any Breach , relating to or arising from (i) the breach by the Seller of any of the representations representation or warranties warranty made by the Seller in this Agreement or any of and/or (ii) the other Transactional Agreements; any Breach breach by the such Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation agreement to be performed by him, her or it under this Agreement.
(c) The Seller providing indemnification pursuant to the provisions of this ARTICLE XI is hereinafter referred to as a “Seller Indemnifying Party.”
(d) Any Damages payable by the Seller contained in any of the Transactional Agreements; any Liability of the Seller or of any Related Indemnifying Party (including any failure pursuant to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)11.02 shall first be paid from directly from such Seller Indemnifying Party.
Appears in 1 contract
Samples: Stock and Membership Interest Purchase Agreement (American Rebel Holdings Inc)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the (a) The Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: :
(i) any Breach of any of the representations representation or warranties warranty made by the Seller in this Agreement or any of the other Transactional Agreements; Agreement
(ii) any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule attached schedule, or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; by or on behalf of the Seller or any Representative of the Seller;
(iii) any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; ;
(iv) any Liability Liabilities of the Seller or of any Related Party Party;
(including v) any Liabilities to which the Purchaser or any of the other Indemnitees may become subject and that arise directly or indirectly from or relate directly or indirectly to (A) any services performed by or on behalf of the Seller, or (C) any failure to comply with any bulk transfer laws law or similar Legal Requirements Requirement in connection with any of the Transactions; or
(vi) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability Liabilities or matter of the type referred to in clause "“(ai)," "” “(bii)," "” “(ciii)," or "” “(div)," ” or “(v)” above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 45).
Appears in 1 contract
Samples: Asset Purchase Agreement (Cord Blood America, Inc.)
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the (a) The Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: :
(i) any Breach of any of the representations representation or warranties warranty made by the Seller in this Agreement or any as of the other Transactional Agreements; date of this Agreement (without giving effect to any qualification as to materiality contained or incorporated in such representation or warranty, and without giving effect to any update to the Seller Disclosure Schedule);
(ii) any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Seller Disclosure Schedule Schedule, the Closing Certificate or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; by or on behalf of the Seller or any Representative of the Seller;
(iii) any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; ;
(iv) any Liability Liabilities of the Seller or of any Related Party Party;
(including v) any Liabilities to which the Purchaser or any of the other Indemnitees may become subject and that arise directly or indirectly from or relate directly or indirectly to (A) any services performed by or on behalf of the Seller, (B) the operation by White Rock of the Business, or (C) any failure to comply with any bulk transfer laws law or similar Legal Requirements Requirement in connection with any of the Transactions; or
(vi) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability Liabilities or matter of the type referred to in clause "“(ai)," "” “(bii)," "” “(ciii)," or "” “(div)," ” or “(v)” above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 49).
Appears in 1 contract
Samples: Asset Purchase Agreement (Cord Blood America, Inc.)
Indemnification by the Seller. Subject to the provisions other terms and conditions of Section 4.1 and 4.5this Article VIII, the Seller shall hold harmless indemnify and indemnify defend each of the Purchaser Indemnitees and its Affiliates (including TKSI) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall compensate pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees forbased upon, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result arising out of, with respect to, or are directly by reason of:
(a) any inaccuracy in or indirectly connected with: any Breach breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in this Agreement or in any of the Transactional Agreements; any Liability certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement (other than in respect of Section 3.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), 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) any breach or non-fulfillment of any Related Party covenant, agreement, or obligation to be performed by the Seller pursuant to this Agreement (including other than any breach or violation of, or failure to comply with fully perform, any bulk transfer laws covenant, agreement, undertaking, or similar Legal Requirements obligation in connection with Article VI, it being understood that the sole remedy for any of the Transactions) other than such breach, violation, or failure shall be pursuant to Article VI); or
(i) the Assumed Liabilities and (iic) any Liability arising out of any Breach included in clause "(a)"investigations, "(b)" requests, audits, or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced comment letters issued by any Indemnitee for Governmental Authority, including the purpose of enforcing any of its rights under this Section 4)SEC, arising from matters related to TKSI or the Seller that occur prior to the Closing Date.
Appears in 1 contract
Indemnification by the Seller. Subject to From and after the provisions of Section 4.1 and 4.5Closing, the Seller shall indemnify and hold harmless the Buyer, its Affiliates (including the Acquired Entity and indemnify each of the Purchaser Indemnitees from Purchased Subsidiaries following the Closing), its and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a their direct or indirect result beneficial owners and its and their respective officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any payments, costs, losses, liabilities, damages, disbursements, Tax, injuries, demands, Actions, deficiencies, penalties, judgements, awards, Encumbrances, settlements and expenses, including reasonable legal, accounting and other professional fees and reasonable expenses 97989374_16 and costs arising from the investigation, collection, prosecution, determination and defense of such Losses (hereinafter collectively, “Losses”) to the extent arising out of, relating to or are directly resulting from:
(a) any breach of or indirectly connected with: inaccuracy in any Breach Seller Fundamental Representations contained in Article III or in any certificate delivered on behalf of any of the representations or warranties made by the Seller in connection with the Closing (in each case, assuming that all qualifications contained therein as to materiality, “Material Adverse Effect”, and all similar phrases and words were deleted therefrom and it being understood that for purposes of this Agreement Article VIII, in calculating the amount of Losses attributable to any such breach or inaccuracy, in each case, all qualifications contained therein as to materiality, “Material Adverse Effect”, and all similar phrases and words shall be disregarded, in each case other than as set forth in Section 3.6(a) or as used in the term “Material Contract”);
(b) any of the other Transactional Agreements; any Breach by the Seller breach or non-fulfillment of any representationcovenant, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant agreement or obligation of the Seller contained in this Agreement;
(c) any breach or non-fulfillment of any covenant, agreement or obligation of the Transactional AgreementsAcquired Entity or the Purchased Subsidiaries prior to the Closing; any Liability of the Seller or of any Related Party and
(including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than (i) the Assumed Liabilities and (iid) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)Seller Taxes.
Appears in 1 contract
Indemnification by the Seller. Subject to the provisions terms and conditions of Section 4.1 this Article VII, from and 4.5after the Closing, the Seller shall and its respective successors and assigns (the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Purchaser, the Parent and indemnify each their Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (the “Indemnified Parties”) from and against any and all losses, Actions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), (any of the Purchaser Indemnitees from and againstforegoing, and shall compensate and reimburse each of the Purchaser Indemnitees fora “Loss”) paid, any Damages that are directly or indirectly suffered or incurred by by, or imposed upon, any Indemnified Party to the extent arising in whole or in part out of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise resulting directly or indirectly from (whether or as not involving a direct or indirect result of, or are directly or indirectly connected with: any Breach Third Party Claim): (i) the breach of any of the representations representation or warranties warranty made by the Company or Seller set forth in this Agreement or in any of the other Transactional Agreements; any Breach certificate delivered by the Company or Seller of any representation, warranty, statement, information or provision made by pursuant to this Agreement; (ii) the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach breach of any covenant or obligation agreement on the part of Seller or the Seller contained Company set forth in this Agreement or in any of certificate delivered by the Transactional AgreementsCompany or Seller pursuant to this Agreement; any Liability of the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than (i) the Assumed Liabilities and (iiiii) any Liability Action by Person(s) who were holders of equity securities of a Target Company, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of a Target Company, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any Breach included in clause "(a)", "(b)" or "(c)" abovesuch securities; or (iv) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4)Fraud Claims.
Appears in 1 contract
Indemnification by the Seller. Subject to the provisions other terms and conditions of Section 4.1 and 4.5this Article VIII, the Seller shall hold harmless indemnify and indemnify defend each of the Purchaser Indemnitees Purchasers and its Affiliates (including CPSL) and their respective Representatives (collectively, the “Purchasers Indemnitees”) against, and shall hold each of them harmless from and against, and shall compensate pay and reimburse each of the Purchaser Indemnitees them for, any Damages that are directly and all Losses incurred or indirectly suffered sustained by, or incurred by any of imposed upon, the Purchaser Purchasers Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result based upon, arising out of, with respect to, or are directly by reason of:
(a) any inaccuracy in or indirectly connected with: any Breach breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in this Agreement or in any of the Transactional Agreements; any Liability certificate or instrument delivered by or on behalf of the Seller pursuant to this Agreement (other than in respect of Section 3.15, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), 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) any breach or non-fulfillment of any Related Party covenant, agreement, or obligation to be performed by the Seller pursuant to this Agreement (including other than any breach or violation of, or failure to comply with fully perform, any bulk transfer laws covenant, agreement, undertaking, or similar Legal Requirements obligation in connection with Article VI, it being understood that the sole remedy for any of the Transactions) other than such breach, violation, or failure shall be pursuant to Article VI); or
(i) the Assumed Liabilities and (iic) any Liability arising out of any Breach included in clause "(a)"investigations, "(b)" requests, audits, or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced comment letters issued by any Indemnitee for Governmental Authority, including the purpose of enforcing any of its rights under this Section 4)SEC, arising from matters related to CPSL or the Seller that occur prior to the Closing Date.
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Samples: Share Purchase Agreement (Catapult Solutions, Inc.)
