Indemnification by Warrantors Clause Samples
The "Indemnification by Warrantors" clause requires the warrantors—typically the sellers or parties making certain promises in a contract—to compensate the other party for losses, damages, or liabilities arising from breaches of warranties or representations. In practice, this means that if the warrantors' statements about the subject matter of the agreement turn out to be false or misleading, they must cover the resulting costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party relying on the warranties is protected from financial harm caused by inaccuracies or misrepresentations.
Indemnification by Warrantors. From and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, claims, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection with the investigation or defense of any of the same or in responding to or cooperating with any governmental investigation), interest, awards, judgments, fines and penalties suffered or incurred by the Purchaser Indemnitees (hereinafter “Losses”) arising out of:
(i) any inaccuracy in or breach of any representation or warranty with respect to the Group Companies set forth in Article III, any representation or warranty with respect to the Warrantors set forth in Article IV, or any other representations, warranties or statements set forth in the other certificates, schedules or other Transaction Documents delivered by or on behalf of any Warrantor hereunder;
(ii) any breach or non-fulfillment of any covenant or obligation to be performed by the Company prior to Closing or any Warrantor under this Agreement or any other Transaction Document;
(iii) any Tax obligations of the Purchaser, its Affiliates or the Group Companies arising from (any other failure of any Group Company or the Warrantors to properly withhold or pay to any Tax authority amounts required to be withheld or paid by it pursuant to applicable Laws (including, for the avoidance of doubt, any Tax liabilities incurred during the post-Closing winding-up of any Group Company that may be attributed to the Warrantors’ or such Group Company’s actions or inactions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(iii), in determining the existence of such failure and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule;
(iv) any Tax of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date, except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated Financial Statements; provided that, in the case of any Straddle Period, (A) the amount of any Taxes of the Group Co...
Indemnification by Warrantors. Following the Closing, the Warrantors hereof jointly and severally undertake to fully indemnify and hold harmless each of the Purchaser and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each an “Purchaser Indemnified Party”) for and against any and all Liabilities, losses, Damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys’ and consultants’ fees and expenses) (each, a “Loss”) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them), arising out of or resulting from:
(a) the failure of any representation or warranty made by any of the Warrantors under this Agreement to be true and accurate when made; or
(b) the breach or violation of, or failure to perform or fulfill, any covenant or agreement by any of the Warrantors contained in this Agreement.
Indemnification by Warrantors. From and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless (to the fullest extent permitted by applicable Law) the Purchaser Indemnitees from and against all Purchaser Losses directly arising out of or relating to:
(i) any untrue representation or warranty or breach thereof set forth in Article III;
(ii) any breach or non-fulfillment of any covenant or obligation to be performed by any Warrantor under this Agreement;
(iii) any Tax obligations of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date, except to the extent that such Taxes are reserved in the Financial Statements; provided that, in the case of any Straddle Period, (A) the amount of any Taxes of the Group Companies based upon or measured by net income or gain which relate to the portion of the Straddle Period through the end of the Closing Date will be determined based on an interim closing of the books as of the close of business on the Closing Date, and (B) the amount of any other Taxes of the Group Companies which relate to the portion of the Straddle Period through the end of the Closing Date will be determined according to an interim closing of the books to the greatest extent possible, and otherwise shall be deemed to be the amount of such Tax for the entire Straddle Period (except to the extent that such Taxes are reserved for in the Financial Statements) multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period through the end of the Closing Date and the denominator of which is the number of days in such Straddle Period; or
(iv) any payment obligations and commitments that are outside of the Group Companies’ ordinary course of business and have not been disclosed or included in the Company’s Financial Statements as of December 31, 2014, including approximately RMB350,000, being the fees and expenses payable to external advisors in connection with the Company’s preparation for its proposed initial public offering and its historical equity financings before the Closing that have not been reflected in the Company’s Financial Statements as of December 31, 2014. For the avoidance of doubt, the indemnity obligation of each Warrantor towards any Purchaser Indemnitees with respect to Item (iii) above shall not be affected or prejudiced by the fact that such matter may be disclosed to the...
Indemnification by Warrantors. (a) From and after the Closing, subject to the other provisions of this Article VIII, Warrantors hereby indemnify Investor and its officers, directors, employees and Affiliates and the Relevant Companies (collectively, the “Indemnified Investor Persons”) and to hold each of them harmless from and against, any and all Damages suffered, paid or incurred by such Indemnified Investor Person and caused by (i) any breach of any of the representations and warranties made by the Existing Shareholder and the Guarantor to the Investor in Article III, (ii) any breach of any of the representations and warranties made by the Warrantors to Investor in Article III or Article IV or (iii) any other breach by the |Warrantors of this Agreement.
Indemnification by Warrantors. Subject to the limitations on indemnities set forth in Section 8.06, from and after the Closing, each of the Warrantors shall, severally and jointly, indemnify and hold harmless Purchaser and its Affiliates (including, for the avoidance of doubt, the Company from and after the Closing) and their respective directors, officers, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses, directly or indirectly, resulting from or relating to:
(i) any inaccuracy in or breach of any representation or warranty set forth in Article III; or
(ii) any breach or non-fulfillment of any covenant or obligation to be performed by any Warrantor under this Agreement.
Indemnification by Warrantors. From and after the Closing, each of the Warrantors, jointly and severally, shall indemnify and hold harmless each Investor and its Affiliates and its and its Affiliates’ respective Representatives, together with their successors and permitted assigns, from and against any and all Indemnifiable Loss actually suffered by such Persons resulting from, arising out of or relating to: (i) any breach of any representation, or warranty of the Warrantors contained in this Agreement, (ii) the nonperformance, partial or total, of any agreement or covenant of the Warrantors contained in this Agreement; and (iii) the lack of requisite permits and licenses as set forth in Section 8.06.
Indemnification by Warrantors. The Warrantors (each, a “Indemnifying Warrantor Party”) shall, jointly and severally, indemnify, defend and hold harmless PAG, each of its Affiliates and their respective officers, directors, advisors, agents and employees (each a “Indemnified PAG Party”) from and against any losses, claims, damages, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and any taxes or levies that may be payable by such Person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “Losses”) resulting from or arising out of any breach by any Indemnifying Party of any Collective Warranty, covenant or agreement in this Agreement or any other Basic Document.
Indemnification by Warrantors. Subject to Section 10.6, the Warrantors jointly and severally agree to reimburse, indemnify, and hold SEi, harmless from and against any and all demands, claims, actions, suits, liabilities, losses, judgments, costs and expenses (including, without limitation, the cost of any response action and any reasonable consultants' and attorneys' fees) but excluding any claims for special, indirect or consequential damages relating to, resulting from, or arising out of:
(i) any breach or inaccuracy of any representations or warranties made hereunder by the Warrantors; or
(ii) any claim notified to the Company or any Subsidiary prior to January 1, 2004 for reimbursement of any Grants paid to the Company or the Subsidiaries prior to the Closing unless solely attributable to post-Closing actions or omissions of the Company or the Subsidiaries (which shall not include the consummation of the transactions contemplated hereby).
Indemnification by Warrantors. Each Warrantor hereby agrees to, jointly and severally, indemnify and hold harmless each Series D Investor, and its Affiliates, directors, officers, agents and assigns (each, an “Indemnitee”), from and against any and all Indemnifiable Losses, resulting from, or arising out of or due to (i) any breach of any representation or warranty made by any of the Warrantors in or pursuant to this Agreement; and (ii) any failure by the Warrantors to comply with any covenant or agreement contained in this Agreement or any other Transaction Documents.