Indemnification for Breaches of Representations and Warranties. The Vendors agree with Dectron and Dectron agrees with the Vendors (the party agreeing to indemnify another party being called the "Indemnifying Party" and the party to be indemnified being called the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any Claims which may be made or brought by the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or under the Share Purchase Agreement, as applicable to the Vendors herein, or any closing document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 7.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 7.1 (including interest thereon) is called an "Indemnified Loss". The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Section 6.1 hereof respecting the survival of the representations and warranties of the parties.
Indemnification for Breaches of Representations and Warranties. Without prejudice to any other right or remedy available to either Party arising out of the breach by the other of any of the representations and warranties set out at Section 8.1 above, each Party hereby agrees to indemnify, defend and hold the other Party and its shareholders, directors, officers, agents and employees harmless from and against any and all losses resulting directly or indirectly from the breach of any representation or warranty made by such Party hereunder. In the event that a Party is seeking indemnification under this Section 8.2, it shall inform the other Party of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the indemnifying Party) in defense of the claim.
Indemnification for Breaches of Representations and Warranties. Notwithstanding the foregoing, no claim for indemnification for breaches of representations and warranties made pursuant to Section 7.01(b) (other than in cases of intentional misrepresentation or fraud, which will have no such limitations) (A) will be indemnifiable by Oracle until the Losses indemnifiable - 59 - by Oracle pursuant to Section 7.01(b) collectively exceed $1,000,000 in the aggregate (the “Oracle Basket”), in which event Oracle will reimburse the JV Indemnitee(s) for only those Losses in excess of Oracle Basket, (B) will be indemnifiable by Xxxxxx until the Losses indemnifiable by Xxxxxx pursuant to Section 7.01(b) collectively exceed $760,000 in the aggregate (the “Xxxxxx Basket”), in which event Xxxxxx will reimburse the JV Indemnitee(s) for only those Losses in excess of Xxxxxx Basket and (C) will be indemnifiable by Iris until the Losses indemnifiable by Iris pursuant to Section 7.01(b) collectively exceed $240,000 in the aggregate (the “Iris Basket”), in which event Iris will reimburse the JV Indemnitee(s) for only those Losses in excess of Iris Basket; provided that, notwithstanding any other provision of this Agreement, the maximum amount for which each Parent, Severally, may be liable with respect to claims made pursuant to Section 7.01(b), respectively (other than claims made in cases of intentional misrepresentation or fraud, which will have no such limitation), will not exceed $100,000,000 in the case of Oracle (the “Oracle Cap”), $76,000,000 in the case of Xxxxxx (the “Xxxxxx Cap”) and $24,000,000 in the case of Iris (the “Iris Cap”); provided further that claims made with respect to the Fundamental Reps will not be subject to, and will not be considered in calculating whether claims have exceeded, the Oracle Basket, Xxxxxx Basket, Iris Basket, Oracle Cap, Xxxxxx Cap or Iris Cap.
Indemnification for Breaches of Representations and Warranties. Each Party hereby agrees to save, defend and hold the other Party and its directors, officers, agents and employees harmless from and against any and all Losses resulting directly or indirectly from the breach of any representation or warranty made by such Party hereunder. In the event that a Party is seeking indemnification under this Section 10.02, it shall inform the other Party of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.
Indemnification for Breaches of Representations and Warranties. Seller hereby agrees to indemnify and save harmless the Purchaser, effective as and from the Effective Date, from and against any Losses which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of Seller under this Agreement or any misrepresentation in or breach of any representation or warranty of the Seller contained herein.
Indemnification for Breaches of Representations and Warranties. Seller hereby agrees to indemnify the Company and hold it harmless from and against any and all claims, losses, damages, liabilities, judgments, fines, settlements, compromises, awards, costs, expenses or other amounts (including, without limitation, any reasonable attorney fees, expert witness fees or related costs) arising out of or otherwise related to a breach of any of the representations and warranties of Seller set forth in Section 4. The Company hereby agrees to indemnify Seller and hold it harmless from and against any and all claims, losses, damages, liabilities, judgments, fines, settlements, compromises, awards, costs, expenses or other amounts (including, without limitation, any reasonable attorney fees, expert witness fees or related costs) arising out of or otherwise related to a breach of any of the representations and warranties of the Company set forth in Section 6.
Indemnification for Breaches of Representations and Warranties. Crown and Newco, on the one hand, and NCC, on the other, shall indemnify and hold each other harmless from any loss, claim or damage arising out of a breach or breaches of representations and warranties set forth in Article IV hereof.
Indemnification for Breaches of Representations and Warranties. If the Closing occurs, then in addition to the indemnification obligations in Sections 8.2 and 8.3: (i) CREC shall indemnify, defend and hold Seller and the Purchaser Indemnitees harmless for any Loss incurred or suffered by any of them as a result of or in connection with or involving a breach of a representation or warranty by CREC in Article III or Article V of this Agreement; and (ii) Purchaser shall indemnify, defend and hold Seller and the CREC Indemnitees harmless for any Loss incurred or suffered by any of them as a result of or in connection with or involving a breach of a representation or warranty by Purchaser in Article III or Article IV of this
Indemnification for Breaches of Representations and Warranties. If the Closing occurs, then in addition to the indemnification obligations in Sections 8.2 and 8.3: (i) CREC shall indemnify, defend and hold Seller and the Purchaser Indemnitees harmless for any Loss incurred or suffered by any of them as a result of or in connection with or involving a breach of a representation or warranty by CREC in Article III or Article V of this Agreement; and (ii) Purchaser shall indemnify, defend and hold Seller and the CREC Indemnitees harmless for any Loss incurred or suffered by any of them as a result of or in connection with or involving a breach of a representation or warranty by Purchaser in Article III or Article IV of this Agreement. For the purposes solely of determining whether a breach of any representation or warranty exists and the amount of Loss associated with such breach, all qualifications based on materiality, such as “in all material respects”, “Material Adverse Effect”, and similar qualifiers, shall be disregarded, except with respect to the representation and warranty in Section 4.9.
Indemnification for Breaches of Representations and Warranties. Notwithstanding anything in this Agreement to the contrary, but subject to Section 9.2(c)(ii) below, the aggregate liability of the EYON Stockholders under Section 9.2(a)(i) or the Parent under Section 9.2(e)(i) for any indemnification payments for breaches of representations and warranties shall be limited to, and shall not exceed, the Total Escrow Amount (the “Representations Indemnity Cap”); provided, however, that the Representations Indemnity Cap shall not apply to any payment or indemnification obligations of the EYON Stockholders or the Parent arising out of any fraud or intentional misrepresentation or intentional omission by the Selling Stockholders or the Parent, as applicable, or out of any breaches of any of the representations or warranties contained in Section 3.2(c).
