Indemnification by the Selling Shareholders. The Selling Shareholders hereby jointly and severally agree to indemnify and hold Buyer and Candie's harmless from and against any and all losses, obligations, deficiencies, liabilities, claims, damages, costs and expenses (including, without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of any matter indemnified pursuant hereto) which Buyer or Candie's may sustain, suffer or incur (including reasonable legal fees) and which arise out of, are caused by, relate to, or result or occur from or in connection with (i) the breach by the Company or any of the Selling Shareholders of any representation, warranty or covenant made by him or it in this Agreement or in any agreement or instrument executed and delivered pursuant hereto and (ii) the operation of the business of the Company prior to the Closing Date. The aggregate amount of the Selling Shareholders' liability under this Paragraph 8 shall not exceed the Purchase Price. The Selling Shareholders shall not have any immediate indemnification obligation under this Paragraph 8 for any losses suffered by the Buyer and/or Candie's which aggregate less than Twenty-Five Thousand ($25,000) Dollars. Candie's, the Buyer and the Selling Shareholders shall in good faith negotiate a resolution as to which party shall be responsible for satisfaction of those losses aggregating less than Twenty-Five Thousand Dollars ($25,000). All losses and liabilities which are, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000) shall be the immediate obligation of the Selling Shareholders. This indemnification obligation shall also apply to claims directly by Buyer or Candie's against any Selling Shareholder as well as to third party claims. Subject to compliance with provisions of the Escrow Agreement, all indemnification obligations due to the Buyer and/or Candie's under this Agreement, shall first be satisfied from the Pledged Candie's Shares, and to the extent unsatisfied from the Pledged Candie's Shares, shall be promptly paid to Buyer and/or Candie's.
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Samples: Stock Purchase Agreement (Candies Inc), Stock Purchase Agreement (Caruso Michael)
Indemnification by the Selling Shareholders. The Subject to the limits set forth in this Section 7.1, from and after the Closing, each Selling Shareholder, agrees, severally and not jointly and in accordance with their respective indemnity percentages set forth on Schedule 7.1 hereto (such that (absent fraud) the liability of each Selling Shareholder pursuant to this Section 7.1(b) shall not exceed, in any given case, the product of such Selling Shareholder’s respective indemnity percentage multiplied by the aggregate liability of all Selling Shareholders hereby jointly and severally agree in such case), to indemnify indemnify, defend and hold the Buyer, its Affiliates (including, after the Closing, the Company and the Subsidiary) and their respective officers, directors, partners, shareholders, employees, agents and representatives (the “Buyer and Candie's Indemnified Persons”) harmless from and against in respect of any and all losses, obligations, deficiencies, liabilities, claims, damages, costs and reasonable expenses (including, without limitation, the amount including reasonable fees and expenses of any settlement entered into pursuant hereto, and all reasonable legal and other expenses counsel including both those incurred in connection with the investigation, defense or prosecution or defense of any matter indemnified pursuant hereto) which Buyer or Candie's may sustain, suffer or incur (including reasonable legal fees) the indemnifiable claim and which arise out of, are caused by, relate to, or result or occur from or those incurred in connection with the enforcement of this provision, whether or not related to a Third-Party Claim) (collectively, “Losses”), that they may incur arising out of or due to (i) any breach of any representation or warranty of the Company or of such Selling Shareholder contained in this Agreement, (ii) any breach of any covenant of the Company or such Selling Shareholder contained in this Agreement, (iii) any claim by any Person seeking to assert or based upon rights to ownership of any stock options of the Company or the Subsidiary, including any such claim brought in Barbados, (iv) any liability in respect of payroll or withholding Taxes, any and all Taxes due and payable by the Company or the Subsidiary for any of taxable period that ends on or before the Selling Shareholders of Closing Date (or for any representation, warranty or covenant made by him or it in this Agreement or in any agreement or instrument executed Tax year beginning before and delivered pursuant hereto and (ii) ending after the operation of Closing Date to the business of extent allocable to the Company period prior to the Closing Date. The aggregate amount ) and any Taxes due and payable relating to the sale of Shares hereunder and (v) liabilities of the Company, its Subsidiary or such Selling Shareholders' liability under this Paragraph 8 shall not exceed the Purchase Price. The Selling Shareholders shall not have any immediate indemnification obligation under this Paragraph 8 Shareholder for any losses suffered broker’s or finder’s fees or other fees and expenses of the Company, its Subsidiary or such Selling Shareholder, including, but not limited to, legal fees and expenses incurred by the Buyer and/or Candie's which aggregate less than Twenty-Five Thousand ($25,000) Dollars. Candie'sCompany, the Buyer and its Subsidiary or the Selling Shareholders shall prior to the Closing in good faith negotiate a resolution connection with the transactions contemplated by this Agreement and all Transaction Expenses (without requiring the Selling Shareholders to pay any such Transaction Expenses Amount already required to be paid as to which party set forth in Section 1.2(a)(iv)). In connection with any exercise by any Buyer Indemnified Person of its rights hereunder, it shall be responsible entitled to make all claims for satisfaction of those losses aggregating less than Twenty-Five Thousand Dollars ($25,000). All losses and liabilities which are, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000) shall be the immediate obligation of the Selling Shareholders. This indemnification obligation shall also apply to claims directly by Buyer or Candie's against any Selling Shareholder as well as to third party claims. Subject to compliance with provisions of the Escrow Agreement, all indemnification obligations due to the Buyer and/or Candie's under this Agreement, shall first be satisfied from the Pledged Candie's Sharesthrough, and to deal exclusively with, the extent unsatisfied from the Pledged Candie's Shares, shall be promptly paid to Buyer and/or Candie'sShareholder Representative Committee.
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Indemnification by the Selling Shareholders. The Selling Shareholders hereby jointly and severally agree to indemnify and hold Buyer and Candie's harmless from and against any and all losses, obligations, deficiencies, liabilities, claims, damages, costs and expenses (including, without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of any matter indemnified pursuant heretoa) which Buyer or Candie's may sustain, suffer or incur (including reasonable legal fees) and which arise out of, are caused by, relate to, or result or occur from or in connection with (i) the breach by the Company or any of the Selling Shareholders of any representation, warranty or covenant made by him or it in this Agreement or in any agreement or instrument executed and delivered pursuant hereto and (ii) the operation of the business of the Company prior Subject to the Closing Date. The aggregate amount remainder of the Selling Shareholders' liability under this Paragraph 8 shall not exceed the Purchase Price. The Selling Shareholders shall not have any immediate indemnification obligation under this Paragraph 8 for any losses suffered by the Buyer and/or Candie's which aggregate less than Twenty-Five Thousand ($25,000) Dollars. Candie's, the Buyer Section 11.2 and the Selling Shareholders shall in good faith negotiate a resolution as to which party shall be responsible for satisfaction of those losses aggregating less than Twenty-Five Thousand Dollars ($25,000). All losses and liabilities which are, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000) shall be the immediate obligation of the Selling Shareholders. This indemnification obligation shall also apply to claims directly by Buyer or Candie's against any Selling Shareholder as well as to third party claims. Subject to compliance with provisions of the Escrow Agreement, all indemnification obligations due to the Buyer and/or Candie's under this Agreement, shall first be satisfied from the Pledged Candie's SharesSection 11.6, and to the extent unsatisfied of each Selling Shareholder's pro rata share of the Indemnification Portion only, the Selling Shareholders, covenant and agree to indemnify Purchaser, each of its officers and directors, and each of its agents and representatives engaged to perform services with respect to the transactions contemplated by the Transactional Agreements (collectively, the "Indemnitees" ----------- and individually each an "Indemnitee") from and against any Damages which are ---------- suffered or incurred by any of the Pledged CandieIndemnitees (regardless of whether or not such Damages relate to any third party claim) directly or indirectly arising or resulting from or connected with any breach of any representation or warranty made by the Company or the Selling Shareholders in this Agreement or any other Transactional Agreement. Notwithstanding the foregoing, the liability of each Selling Shareholder pursuant to the terms of this Agreement shall not be limited to each Selling Shareholder's Sharespro rata share of the Indemnification Portion for Damages resulting from any fraud or intentional misrepresentation on the part of the Company or the Selling Shareholders; provided, that the liability of each of -------- the Passive Selling Shareholders for such Damages shall be promptly paid limited to Buyer and/or Candie'ssuch Passive Selling Shareholder's pro rata share of the Merger Consideration except to the extent that such Damages result from fraud or intentional misrepresentation on the part of such Passive Selling Shareholder. For purposes of this Section 11.2(a) only, the term "Transactional Agreements" shall not include the Employment and Non-Competition Agreements.
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