Indemnification by the Sellers Sample Clauses

Indemnification by the Sellers. Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

Indemnification by the Sellers. (a) From and after the Closing Date, each of the Sellers, jointly and severally, shall indemnify, defend and hold harmless theglobe, Merger Sub, the Surviving Corporation, the Subsidiary and each of their respective Affiliates, officers, directors, employees, members, agents, successors, transferees and assigns (collectively, "theglobe Indemnified Group") from and against all Losses incurred or suffered by any member of theglobe Indemnified Group based upon, resulting from or arising out of (i) the breach of any representation or warranty of any of the Sellers or the Company contained in this Agreement or any of the Ancillary Documents, (ii) the breach of any covenant or agreement of any of the Sellers (provided, however, that in no event will any Seller be liable for any breach of the covenants contained in Section 5.8 of this Agreement by any other Seller) or the Company (but with respect to the Company only for breaches of covenants and agreements to be performed prior to or at the Effective Time) contained in this Agreement or any of the Ancillary Documents, (iii) any Indebtedness, other than pursuant to the Conveyance Agreement and any portion of the Non-Permitted Indebtedness Amount (including Indebtedness pursuant to the Demand Notes) for which the Aggregate Consideration was reduced, incurred prior to or at the Effective Time which remains outstanding at the Effective Time (the Losses to include the dollar amount of any such Indebtedness), (iv) the exercise of dissenters' rights by holders of Dissenting Shares (the Losses to include the entire amount of any payments required to be made by the Company in respect of dissenters' rights), (v) any inaccuracies in the Closing Certificate, (vi) any claims relating to shares of Company Common Stock issued, and warrants, options or other equity awards granted, by the Company, and (vii) any claims relating to or involving the treatment of any Options granted prior to the Closing Date as "incentive stock options" within the meaning of Section 422 of the Code. (b) The Sellers' indemnification obligations pursuant to Section 8.3(a)(i) shall be effective only after the amount of Losses, in the aggregate, incurred by theglobe Indemnified Group exceed $250,000 (the "Basket"), and if such aggregate liabilities exceed the Basket the Sellers shall be liable for the dollar value of such liabilities in excess of the Basket, but only to the extent such Losses exceed the Basket. The Basket shall not be applicable to a br...

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the ...

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.7) the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities in any registration statement filed pursuant to this Section 7, Buyer shall have received an undertaking satisfactory to it from the prospective seller of such securities to indemnify, defend and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a) of this Section 7) Buyer, each director of Buyer, each officer of Buyer and each other person, if any, who controls Buyer within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filing, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the liability of any seller under this paragraph (b) exceed the net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Buyer or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. (a) Subject to the provisions of this Article VII, effective as of and after the Closing, the Sellers shall, jointly and severally, indemnify, defend and hold harmless Purchaser, its Affiliates and its Representatives (collectively, the “Purchaser Indemnified Parties”, who are express and intended third party beneficiaries of this Article VII), from and against any and all Covered Losses which are incurred or suffered by any of the Purchaser Indemnified Parties or to which any of the Purchaser Indemnified Parties may otherwise become subject (regardless of whether or not such Covered Losses relate to any Third Party Claim) and which arise from or as a result of (i) any breach or inaccuracy of any representation or warranty of the Sellers contained in Article III; (ii) any breach or nonperformance of any covenant or agreement of the Sellers contained in this Agreement; (iii) any Retained Liabilities; (iv) the operation of the Business prior to the Closing; or (v) any Designated Third Party Claim. (b) Notwithstanding any other provision to the contrary, except in the case of fraud or willful breach: (i) The Sellers shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Covered Losses pursuant to Section 7.2(a)(i) until the aggregate amount of the Purchaser Indemnified Parties’ Covered Losses under Section 7.2(a)(i) exceeds $150,000 (the “Threshold”), and then only to the extent the aggregate amount of all such Covered Losses exceeds the Threshold; (ii) the cumulative indemnification obligation of the Sellers under Section 7.2(a)(i) (other than in connection with Seller Fundamental Representations or the representations and warranties made under Section 3.11) shall in no event exceed $3,500,000 (the “Cap”); (iii) the cumulative indemnification obligation of the Sellers under Section 7.2(a)(i) (only in connection with the Seller Fundamental Representations and the representations and warranties made under Section 3.11) shall in no event exceed the Purchase Price actually received; and (iv) the cumulative indemnification obligations of the Sellers under Section 7.2(a)(v) shall in no event exceed $2,250,000, and shall terminate upon the expiration or invalidation of the ‘888 Patent (for the avoidance of doubt, including all foreign counterparts thereof); provided that the indemnification obligations of the Sellers under Section 7.2(a)(v) shall not so terminate wit...

Indemnification by the Sellers. As a condition to including any Registrable Securities in any registration statement, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. (a) The Sellers shall, jointly and severally, indemnify and hold the Buyer and its Affiliates (the “Buyer Covered Persons”) free and harmless from and against any Losses incurred by any Buyer Covered Person as a result of: (i) any inaccuracy in or breach of any representation or warranty of the Sellers contained in this Agreement; (ii) any inaccuracy in or breach of any representation or warranty by the Company contained in this Agreement; provided, however, that the Sellers’ reliance on the representations and warranties of the Company, including reliance on the condition to Closing set forth in Section 6.2(b), shall not mitigate or limit the Sellers’ indemnification obligations to the Buyer Covered Persons pursuant to this paragraph (b); and (iii) any breach or default by any Seller under any of such Seller’s covenants or agreements under this Agreement or any Transaction Document; (b) In addition to the obligations of the Sellers pursuant to Section 7.1(a), the Sellers shall, jointly and severally, indemnify and hold the Company free and harmless from and against: (i) all Third Party Claims; and (ii) all transaction expenses incurred by the Company in connection with the transactions contemplated hereby and by the Credit Agreement, including (without limitation) attorneys’ fees, accounting fees, consulting fees, filing fees, and other out-of-pocket expenses, which are in excess of the “Reimbursed Expenses” set forth in the Reimbursement Agreement and which were reimbursed to the Company on the Closing Date.

Indemnification by the Sellers. Subject to the provisions of this Article 11, from and after Closing, the Sellers shall severally, and not jointly or jointly and severally, reimburse, indemnify and hold the Purchaser and its shareholders, Representatives and Affiliates (the “Purchaser Indemnified Parties”) harmless from and against any charges, claims, damages, Liabilities, losses, Taxes and expenses (including reasonable attorney’s fees incurred in defending any claim by a third person, and amounts paid in settlement of any claim or suit), fines, penalties and interest (collectively, the “Loss” or “Losses”) which are sustained or suffered by the Purchaser Indemnified Parties to the extent caused by or arising from: (i) a breach of any representation or warranty made by the Acquired Companies or the Sellers in this Agreement; provided, that any Losses arising from a breach of any Tax Rep shall be governed by the Indemnified Taxes Indemnity; (ii) a breach by the Acquired Companies or the Sellers of any covenant or agreement made by the Acquired Companies or the Sellers in this Agreement; provided, that Losses arising from a breach of any covenant or agreement contained in Section 6.1 or Section 8.4 shall be governed by the Indemnified Taxes Indemnity; (iii) any amounts of Closing Indebtedness or Transaction Expenses, solely to the extent such amount is not deducted for purposes of determining the payment of the Estimated Purchase Price to the Sellers at the Closing pursuant to Section 2.3 or included in the calculation of Closing Date Working Capital; (iv) any Indemnified Taxes (the indemnity in this clause (iv) shall be the “Indemnified Taxes Indemnity”); and (v) the LC Options (the “LC Options Indemnity”).

Indemnification by the Sellers. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) above, that the Issuer shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subparagraph (i) of this Section 3(f)) the Issuer, each director of the Issuer, each officer of the Issuer and each other Person, if any, who controls the Issuer within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relates.