Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement): (i) the inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein or in any certificate delivered by any Shareholder or the Shareholders' Representative in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); (ii) the breach of any agreement or covenant of the Shareholders or Company contained in this Agreement, excluding the covenants set forth in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IX; (iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); and (iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages. (v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company. (b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with any of the following: (i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and (ii) the breach of any agreement or covenant of Purchaser contained in this Agreement. (iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective Time. (c) Notwithstanding the provisions of Section 8.1(a), with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIIIThe Seller Indemnifying Persons shall indemnify, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunderdefend, and otherwise, hold harmless the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, Purchaser Indemnified Persons forfrom, against and hold them harmless from and against, in respect of any and all Purchaser Losses claims, Liabilities, losses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law), and damages whenever arising from or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of, relating to or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):with:
(i) the untruth, inaccuracy or breach of any representation or warranty of the Company or the Shareholders Seller contained herein in this Agreement or in any certificate delivered by any Shareholder or Related Document to which the Shareholders' Representative in connection herewith at or before the Closing Seller is a party (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company Seller contained in this Agreement, excluding the covenants set forth Agreement or in Section 6.14, as any Related Document to which the sole remedies are set forth in Section 7.3(q) and Article IXSeller is a party;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); andExcluded Liabilities;
(iv) any EHS Damages arising from sales, value added, excise or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as other Taxes payable in connection with sales of the Closing Date; (B) Products and the shipment of Contaminants generated by the Company, any predecessors operation of the Company, Business on or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.; and
(v) The failure all claims, damages, liabilities, losses and expenses, including reasonable attorneys’ fees, that arise out of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.negligent business and operational decisions made by Seller;
(b) Subject to the further terms of this Article VIIIAcquiror shall indemnify, Purchaser agrees to indemnify the Shareholders' Indemnified Persons fordefend, and hold them harmless from the Seller Indemnified Persons from, against and against, in respect of any and all Shareholders' Losses claims, Liabilities, losses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law), and damages whenever arising from or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (arising out of, relating to or in connection with any of the followingwith:
(i) the untruth, inaccuracy or breach of any representation or warranty of Purchaser contained herein the Acquiror in this Agreement, or in any certificate delivered by Purchaser in connection herewith at or before Related Document to which the Closing Acquiror is a party (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and;
(ii) the breach of any agreement or covenant of Purchaser the Acquiror contained in this Agreement.Agreement or in any Related Document to which the Acquiror is a party; and
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective TimeAssumed Liabilities.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Samples: Asset Purchase Agreement (Standard Dental Labs Inc.)
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agreeThe Seller Indemnifying Persons, jointly and severally, to indemnify, from and after shall indemnify the Closing Date, Purchaser Indemnified Persons for, and hold each of them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):following:
(i) the untruth, inaccuracy or breach of any representation or warranty of the Company or the Shareholders any Seller contained herein in SECTION 5, or in the Schedules, any Exhibit hereto or any certificate delivered by any Shareholder or the Shareholders' Representative in connection herewith at on or before the Closing Date (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company any Seller contained in this Agreement, excluding Agreement (including the covenants set forth in Section 6.14, as to which Schedules and the sole remedies are set forth in Section 7.3(q) and Article IXExhibits attached hereto);
(iii) the Excluded Assets;
(iv) the Excluded Liabilities;
(v) notwithstanding the disclosure of any such Liability in this Agreement, on any Schedule, or otherwise, all Liabilities (contingent or obligations arising otherwise and including Liability for response costs, personal injury, property damage or natural resource damage), other than the Assumed Liabilities and Liabilities reflected on the Statement of Assets and Liabilities, which arise out of events that occurred, or relating to Xxxxxx Air (whether incurred products sold or services performed by any Seller prior to the Closing (notwithstanding that the date on which such Liability arose or became manifest is after the Closing); and
(iv) any EHS Damages arising from or relating to (A) , including the presence, Release, threatened or suspected Release, assertion of any Contaminantsclaim, from, in, to, on, demand or under any Property existing as of Liability against the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with the assertion against the Purchaser by any stockholder of any claim with respect to any actions or the following:transactions of or involving any Seller prior to or at Closing (including the actions and transactions contemplated by this Agreement);
(ivi) the inaccuracy or breach assertion of any representation claim, demand or warranty Liability against the Purchaser arising from or in connection with Environmental, Health and Safety Laws, including those relating to the handling, treatment, storage, disposal, release or threatened release of Purchaser contained herein Hazardous Substances at, onto or from any real property, or any certificate delivered by Purchaser offsite waste treatment or storage disposal facility associated with the Business (including any such property or facility associated with Leisegang GmbH), except for any such Liabilities reflected in connection herewith at or before the Closing (or any Statement of Assets and Liabilities the facts or circumstances constituting any such untruth, inaccuracy or breach); and
(ii) the breach of any agreement or covenant of Purchaser contained in this Agreement.
(iii) (A) underlying which are caused solely by the operation of the Company Business after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective Time.Closing Date;
(cvii) Notwithstanding non-compliance by any Seller with any applicable "bulk sales laws";
(viii) assertion of any claim, demand or Liability against the provisions of Section 8.1(aPurchaser arising from or in connection with the NetOptix Inventory (as defined in SECTION 11.4), with respect to ;
(ix) any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)Special Tax Losses.
Appears in 1 contract
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders Sellers agree, jointly and severally, to indemnify, from and after indemnify the Closing Date, Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):following:
(i) the untruth, inaccuracy or breach of any representation or warranty (without regard to whether such representation or warranty is qualified by reference to materiality or "Material Adverse Effect") of the Company or the Shareholders Sellers contained herein herein, in any Related Document, or in any certificate delivered by any Shareholder Seller relating thereto delivered in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the Shareholders' Representative breach of any agreement or covenant of the Sellers contained in this Agreement or in any Related Document;
(iii) any Liability of any Entity in any manner related to a claim asserted under the Agreement for Purchase and Sale of Assets, dated as of December 30, 1994 among Vencor, Inc., CT Sub and Parent;
(iv) for any Liability with respect to Covered Taxes and for 50% of any Liability with respect to all transfer, documentary, sales, use, stamp, registration and other such Taxes and fees ("Transfer Taxes") with respect to the transactions contemplated by Section 1.2; and
(v) any Liability of any Entity for Taxes attributable to the inclusion of an adjustment in taxable income of an Entity under Section 481 of the Code for any Tax period beginning on or after the Closing Date as a result of a required or optional change in method of accounting with respect to a Tax period ending on or prior to the Closing Date.
(b) Subject to the further terms of this Article VIII, each of Alliance and the Purchasers agree jointly and severally to indemnify the Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from or in connection with any of the following:
(i) the untruth, inaccuracy or breach of any representation or warranty (without regard to whether such representation or warranty is qualified by reference to materiality or "Material Adverse Effect") of Alliance or such Purchaser contained herein, any Related Document, or any certificate delivered by Alliance or such Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders Alliance or Company either Purchaser contained in this Agreement, excluding the covenants set forth Agreement or in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IXany Related Document;
(iii) any Liabilities failure to comply after the Closing Date with the Worker Adjustment and Retraining Act of 1988, as amended, or obligations any similar state law arising out of of, or relating to Xxxxxx Air (whether incurred prior to or after the Closing); and
(iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, any actions taken by Alliance or under any Property existing as of the Purchasers with respect to Hired Employees after the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with any of the following:
(i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and
(ii) the breach of any agreement or covenant of Purchaser contained in this Agreement.
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective Time.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Samples: Securities Purchase Agreement (American Shared Hospital Services)
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIIIARTICLE 7, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders Sellers agree, jointly and severally, to indemnify, from and after indemnify the Closing Date, Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):following:
(i) the untruth, inaccuracy or breach of any representation or warranty (without regard to whether such representation or warranty is qualified by reference to materiality or "Material Adverse Effect") of the Company or the Shareholders Sellers contained herein herein, in any Related Document, or in any certificate delivered by any Shareholder Seller relating thereto delivered in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the Shareholders' Representative breach of any agreement or covenant of the Sellers contained in this Agreement or in any Related Document;
(iii) any Liability of any Entity in any manner related to a claim asserted under the Agreement for Purchase and Sale of Assets, dated as of December 30, 1994 among Vencor, Inc., CT Sub and Parent;
(iv) for any Liability with respect to Covered Taxes and for 50% of any Liability with respect to all transfer, documentary, sales, use, stamp, registration and other such Taxes and fees ("TRANSFER TAXES") with respect to the transactions contemplated by SECTION 1.2; and (v) any Liability of any Entity for Taxes attributable to the inclusion of an adjustment in taxable income of an Entity under Section 481 of the 42 Code for any Tax period beginning on or after the Closing Date as a result of a required or optional change in method of accounting with respect to a Tax period ending on or prior to the Closing Date.
(b) Subject to the further terms of this ARTICLE 7, each of Alliance and the Purchasers agree jointly and severally to indemnify the Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from or in connection with any of the following:
(i) the untruth, inaccuracy or breach of any representation or warranty (without regard to whether such representation or warranty is qualified by reference to materiality or "Material Adverse Effect") of Alliance or such Purchaser contained herein, any Related Document, or any certificate delivered by Alliance or such Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders Alliance or Company either Purchaser contained in this Agreement, excluding the covenants set forth Agreement or in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IXany Related Document;
(iii) any Liabilities failure to comply after the Closing Date with the Worker Adjustment and Retraining Act of 1988, as amended, or obligations any similar state law arising out of of, or relating to, any actions taken by Alliance or the Purchasers with respect to Xxxxxx Air (whether incurred prior to or Hired Employees after the Closing)Closing Date; and
(iv) any EHS Damages arising from or relating Liability for Transfer Taxes to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused be borne by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred Alliance pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with any of the following:
(i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and
(ii) the breach of any agreement or covenant of Purchaser contained in this Agreement.
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective TimeSECTION 9.14.
(c) Notwithstanding the provisions foregoing the Purchasers shall not be entitled to indemnification hereunder for any Losses arising as a result of Section 8.1(a)the untruth or inaccuracy of any representation or warranty to the extent that a Liability arising as a result of such untruth or inaccuracy is reflected as a Liability in the financial statements delivered on the date hereof pursuant to SECTION 3.5 hereof.
(d) Absent fraud, the rights of the parties for indemnification relating to this Agreement and the transactions contemplated hereby and under the Related Documents shall be strictly limited to those contained in this ARTICLE VII, and such indemnification rights shall be the exclusive remedies of the parties subsequent to the Closing Date with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant matter relating to Section 8.1(a)this Agreement or arising in connection herewith.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alliance Imaging Inc /De/)
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIIIX, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, Seller Indemnifying Persons shall jointly and severally, severally (with the right to indemnify, seek contribution (including without limitation attorneys fees and legal costs) from and after the Closing Date, Purchaser other Seller Indemnifying Persons in accordance with their respective Proportionate Percentages) indemnify the Parent Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):
(i) the inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein or in any certificate delivered by any Shareholder or the Shareholders' Representative in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company contained in this Agreement, excluding the covenants set forth in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IX;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); and
(iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Parent Losses arising from or in connection with any of the following:
(i) the untruth, inaccuracy or breach of any representation or warranty of Purchaser the Company and/or any Indemnifying Seller contained herein in Article III or in any certificate delivered by Purchaser the Company, the Sellers' Representative or any Seller delivered in connection herewith at or before the Closing Effective Time (or any facts or circumstances constituting any such untruth, inaccuracy or breach); andor
(ii) the breach of any agreement or covenant of Purchaser the Company contained in this Agreement or the Escrow Agreement.; or
(iii) any claim against any Parent Indemnified Person by any of the Sellers (Aother than the Indemnifying Sellers) regarding the operation action or inaction of the Indemnifying Sellers in connection with the approval of the Merger by the Indemnifying Sellers or asserting any rights as a shareholder or former shareholder of the Company after or the Effective Time, but only to Surviving Corporation (other than the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and rights expressly provided in this Agreement); or
(Biv) the failure of the Company after to obtain a permit to do business in the Effective Time City of San Francisco; or
(v) the failure of the Company to pay indefeasibly, and on a timely basis, all amounts payable in respect basis wages and salaries due to its employees and consultants; or
(vi) the failure of the shares Company to obtain workers' compensation insurance; or
(vii) any Pre-Closing Taxes.
(b) Subject to the further terms of Series A Preferred Stock this Article X, the Seller Indemnifying Persons agree, severally only, to indemnify the Parent Indemnified Persons for, and Series C Cumulative Preferred Stock issued hold them harmless from and outstanding immediately after against, any and all Parent Losses arising from or in connection with any of the Effective Timefollowing:
(i) the untruth, inaccuracy or breach of any representation or warranty of such Indemnifying Seller contained in Article IV ; or
(ii) the breach of any agreement or covenant of such Indemnifying Seller contained in this Agreement or the Escrow Agreement.
(c) Notwithstanding The Seller Indemnifying Persons shall not be required to indemnify the provisions Parent Indemnified Persons, and shall not have any liability:
(i) under Section 10.1(a)(i) or (ii) unless the aggregate amount of Section 8.1(aall Parent Losses for which the Seller Indemnifying Persons would, but for this clause (i), be liable exceeds on a cumulative basis an amount equal to $50,000, provided that once such amount is surpassed, the Seller Indemnifying Persons shall be liable for the full amount of such Parent Losses;
(ii) under Section 10.1(a) and (b) in excess of $7,500,000.
(d) Subject to the further terms of this Article X, the Parent Indemnifying Persons agree, jointly and severally, to indemnify the Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from or in connection with any of the following:
(i) the untruth, inaccuracy or breach of any representation or warranty of Parent and Acquisition Sub contained in Article V or any certificate delivered by Parent and Acquisition Sub in connection herewith at or before the Effective Time (or any facts or circumstances constituting any such untruth, inaccuracy or breach); or
(ii) the breach of any agreement or covenant of Parent and Acquisition Sub contained in this Agreement or the Escrow Agreement.
(e) No Indemnifying Seller shall be required to indemnify any Parent Indemnified Person, and shall not have any liability under Sections 10.1(a) and (b) in excess of the aggregate value (as determined in this Agreement) of the shares of Parent Common Stock received by such Indemnifying Seller under this Agreement. In furtherance of the foregoing, in the event that any shares of Parent Common Stock held by an Indemnifying Seller are repurchased by Parent or its designee pursuant to the Employment Agreement between Parent and such Indemnifying Seller, then the number of shares of Parent Common Stock so repurchased shall be deemed to reduce the aggregate number of shares of Parent Common Stock received by such Indemnifying Seller under this Agreement, and such Indemnifying Seller shall only be liable for indemnification to the extent of the remaining shares held by him.
(f) Each of Parent, the Surviving Corporation and Acquisition Sub acknowledges that its sole and exclusive remedy with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article X, provided that nothing contained herein shall limit any claim based on fraud. Notwithstanding the foregoing, nothing contained in this Section 8.1(a10.1 shall prevent any party hereto from seeking and obtaining, as and to the extent permitted by applicable law, specific performance by any other party hereto of any of such party's obligations under this Agreement or injunctive relief against such other party's activities in breach of this Agreement (including, without limitation, the obligations set forth in Section 9.4 hereof).
Appears in 1 contract
Samples: Merger Agreement (Opus360 Corp)
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):
(i) the inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein or in any certificate delivered by any Shareholder or the Shareholders' Representative in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company contained in this Agreement, excluding the covenants set forth in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IX;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); and
(iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with any of the following:
(i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and
(ii) the breach of any agreement or covenant of Purchaser contained in this Agreement.
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective Time.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to any -------------- Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Samples: Merger Agreement (MTL Inc)
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):
(i) the inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein or in any certificate delivered by any Shareholder or the Shareholders' Representative in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company contained in this Agreement, excluding the covenants set forth in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IX;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); and
(iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with any of the following:
(i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and
(ii) the breach of any agreement or covenant of Purchaser contained in this Agreement.
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective Time.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to -------------- any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Samples: Merger Agreement (MTL Inc)
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIIIXI, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders Seller Indemnifying Persons agree, jointly and severally, to indemnify, from and after indemnify the Closing Date, Purchaser Parent Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Parent Losses arising from or in connection with any of the following (in each case without giving effect regard to any qualification as to materiality contained in this Agreementmateriality):
(i) the untruth, inaccuracy or breach of any representation or warranty of the Company or the Shareholders and/or Seller contained herein in ARTICLE IV OR ARTICLE V or in any certificate delivered by any Shareholder the Company or the Shareholders' Representative Seller delivered in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company contained in this Agreement, excluding the covenants set forth in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IX;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); and
(iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with any of the following:
(i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by Purchaser in connection herewith at or before the Closing Effective Time (or any facts or circumstances constituting any such untruth, inaccuracy or breach); andor
(ii) the breach of any agreement or covenant of Purchaser the Company or Seller contained in this Agreement or the Escrow Agreement;
(iii) any Liability of the Company incurred prior to the Closing or arising out of any transaction consummated, action taken or action required to be taken but not so taken prior to the Closing or conditions existing prior to the Closing; or
(b) Subject to the further terms of this Article XI, the Parent Indemnifying Persons agree, jointly and severally, to indemnify the Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from or in connection with any of the following (without regard to any qualification as to materiality):
(i) the untruth, inaccuracy or breach of any representation or warranty of Parent and MergeCo contained in ARTICLE VI or any certificate delivered by Parent and MergeCo in connection herewith at or before the Effective Time (or any facts or circumstances constituting any such untruth, inaccuracy or breach); or
(ii) the breach of any agreement or covenant of Parent and MergeCo contained in this Agreement or the Escrow Agreement.
(iii) (A) the operation any Liability of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company Parent incurred prior to the Effective TimeClosing or arising out of any transaction consummated, and (B) action taken or action required to be taken but not so taken prior to the failure of Closing or conditions existing prior to the Company after Closing; PROVIDED that for these purposes, the Effective Time term Losses shall include only out-of-pocket expenses incurred by the Seller to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective Timethird parties.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Samples: Merger Agreement (Opus360 Corp)
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIIIThe Seller Indemnifying Persons shall indemnify, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunderdefend, and otherwise, hold harmless the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, Purchaser Indemnified Persons forfrom, against and hold them harmless from and against, in respect of any and all Purchaser Losses claims, Liabilities, losses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law), and damages whenever arising from or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of, relating to or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):with:
(i) the untruth, inaccuracy or breach of any representation or warranty of the Company or the Shareholders Seller contained herein in this Agreement or in any certificate delivered by any Shareholder or Related Document to which the Shareholders' Representative in connection herewith at or before the Closing Seller is a party (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company Seller contained in this Agreement, excluding the covenants set forth Agreement or in Section 6.14, as any Related Document to which the sole remedies are set forth in Section 7.3(q) and Article IXSeller is a party;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); andExcluded Liabilities;
(iv) any EHS Damages arising from sales, value added, excise or relating to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as other Taxes payable in connection with sales of the Closing Date; (B) Products and the shipment of Contaminants generated by the Company, any predecessors operation of the Company, Business on or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.; and
(v) The failure all claims, damages, liabilities, losses and expenses, including reasonable attorneys’ fees, that arise out of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.negligent business and operational decisions made by Seller;
(b) Subject to the further terms of this Article VIIIAcquiror Indemnifying Persons shall indemnify, Purchaser agrees to indemnify the Shareholders' Indemnified Persons fordefend, and hold them harmless from the Seller Indemnified Persons from, against and against, in respect of any and all Shareholdersclaims, Liabilities, losses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law), and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' Losses fees and expenses) (arising from out of, relating to or in connection with any of the followingwith:
(i) the untruth, inaccuracy or breach of any representation or warranty of Purchaser contained herein the Acquiror in this Agreement, or in any certificate delivered by Purchaser in connection herewith at or before Related Document to which the Closing Acquiror is a party (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and;
(ii) the breach of any agreement or covenant of Purchaser the Acquiror contained in this Agreement.Agreement or in any Related Document to which the Acquiror is a party; and
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective TimeAssumed Liabilities.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, jointly and severally, to indemnify, from From and after the Closing Date, Purchaser Indemnified Persons for, :
(a) BY THE SHAREHOLDER GROUP IN FAVOR OF THE PURCHASER. Each member of the Shareholder Group jointly and severally agrees to indemnify and hold them harmless from and against, the Purchaser Group for any and all Purchaser Losses arising from they may suffer, sustain or in connection with any of the following (in each case without giving effect to any qualification incur as to materiality contained in this Agreement):a result of:
(i) the inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein in ARTICLE VI or in the Disclosure Letter, any Related Document or any certificate delivered by any Shareholder or the Shareholders' Representative in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);Closing; or
(ii) the breach of any agreement or covenant of the Shareholders or Company contained in this Agreement, excluding Agreement or in the covenants set forth in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IX;Disclosure Letter or any Related Document; or
(iii) any Liabilities or obligations arising out of or relating and all Shareholders' Expenses not deducted from the Closing Consideration pursuant to Xxxxxx Air (whether incurred prior to or after the Closing)SECTION 3.1 hereof; andor
(iv) any EHS Damages arising from or relating to (A) the presence, Release, threatened or suspected Release, assertion of any Contaminantsclaim, from, in, to, on, demand or under Liability against any Property existing as member of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses Group arising from or in connection with any assertion by any current or former shareholders (excluding the Purchaser), warrantholder, optionholder or other securityholder of the followingCompany or the heirs, representatives or estate thereof, of any impropriety with respect to (A) any actions or transactions of or involving the Company prior to or at the Closing and (B) the transactions contemplated by this Agreement and the Related Documents (other than breach by the Purchaser of its obligations hereunder); or
(v) the assertion of any claim, demand or Liability against any member of the Purchaser Group arising from or in connection with any product sold or distributed by the Company prior to or on the Closing Date; or
(vi) (A) any Liability arising pursuant to any Environmental, Health, or Safety Laws, whether or not set forth in the Disclosure Letter, with respect to any environmental condition existing, or event occurring, (1) on or before the Closing Date with respect to the Real Property, or (2) at any time with respect to any property owned, leased, or used by the Company, or any predecessor of the Company other than the Real Property, or (B) any Liability arising pursuant to any Environmental, Health or Safety Laws with respect to the generation, storage, treatment, disposal, transportation, shipment offsite, or other management of Hazardous Materials by the Company or any predecessor of the Company on or before the Closing Date, where such predecessor was a Person whose liabilities for environmental matters the Company has succeeded, in whole or in part, pursuant to Environmental, Health or Safety Laws, Contract, common Law or operation of Law;
(vii) the assertion of any claim, demand or Liability against any member of the Purchaser Group arising from or in connection with the existence of regulated asbestos containing material in any area of the Company's facilities located in Fort Worth, Texas; or
(viii) any amount in excess of $7,500 incurred by the Purchaser Group in connection with the remediation and abatement of regulated asbestos containing material in the Company's facilities located in Fort Worth, Texas; or
(ix) the late transmittal of employee contributions from the Company to the investment manager of its 401(k) plan; or
(x) the assertion of any claim, demand or Liability in excess of $5,000 arising from or relating to the claims by Xxxxxx X. Xxxxxxxxx against the Company.
(xi) Pre-Closing Taxes or the breach of a Tax Representation.
(b) BY THE SHAREHOLDERS IN FAVOR OF THE PURCHASER GROUP. Each Shareholder and his, her or its successors, assigns, heirs, representatives and estate, as the case may be, agrees -44- (severally and not jointly) to indemnify and hold harmless the Purchaser Group for any and all Losses they may suffer, sustain or incur as a result of:
(i) the untruth, inaccuracy or breach of any representation or warranty of Purchaser such Shareholder contained herein in ARTICLE V of this Agreement or in the Disclosure Letter, any Related Document to which such Shareholder is a party or any certificate delivered by Purchaser such Shareholder in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach)Closing; andor
(ii) the breach by such Shareholder of any agreement or covenant of Purchaser to be performed by such Shareholder contained in this AgreementAgreement or in any Related Document to which such Shareholder is a party.
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective Time.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIIIIX, the Shareholders agree severally but not jointly with respect only to Company Indemnifying Persons shall indemnify the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders agree, jointly and severally, to indemnify, from and after the Closing Date, Purchaser Indemnified Persons for, and hold each of them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):following:
(i) the untruth, inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein in Article V, or in the Schedules, any Exhibit hereto or any certificate delivered by any Shareholder or the Shareholders' Representative in connection herewith at on or before the Closing Date (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders or Company contained in this Agreement, excluding Agreement (including the covenants set forth in Section 6.14, as Schedules and the Exhibits attached hereto) or any other Related Document to which the sole remedies are set forth in Section 7.3(q) and Article IXCompany is a party;
(iii) any Liabilities or obligations arising out of or relating to Xxxxxx Air (whether incurred prior to or after the Closing); andExcluded Assets;
(iv) any EHS Damages arising from or relating to the Excluded Liabilities;
(Av) notwithstanding the presence, Release, threatened or suspected Release, disclosure of any Contaminantssuch Liability in this Agreement, from, in, to, onon any Schedule, or under any Property existing as otherwise, all Liabilities (contingent or otherwise and including Liability for response costs, personal injury, property damage or natural resource damage), other than the Assumed Liabilities and the Trademark Liability, which arise out of events involving the Closing Date; (B) Company that may occur prior to or following the shipment of Contaminants generated by the Company, any predecessors of the CompanyClosing, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company products sold or any Person previously owned services performed by the Company prior to the Closing Date (notwithstanding that the date on which such Liability arose or became manifest is after the Closing), including the assertion of any claim, demand or Liability against the Purchaser arising from or in connection with (x) any action or inaction of the Company or any of its stockholders in connection with the action of any such stockholders required to approve the Sale or (Dy) compliance the assertion against the Purchaser by any such stockholder of any claim with ISRA, respect to any actions or the Connecticut Transfer Act transactions of or involving the Company prior to or at Closing (including the actions and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.); and
(vvi) The failure of non-compliance by the Company or the Surviving Corporation to withhold with any Tax due to be withheld from any amount paid or consideration transferred pursuant to the terms hereof to any Shareholder of the Companyapplicable "bulk sales laws".
(b) Subject to the further terms of this Article VIIIIX, the Purchaser agrees to Indemnifying Persons shall indemnify the Shareholders' Company Indemnified Persons for, and hold each of them harmless from and against, any and all Shareholders' Company Losses arising from or in connection with any of the following:
(i) the untruth, inaccuracy or breach of any representation or warranty of the Purchaser contained herein in Article VI or any certificate delivered by Purchaser in connection herewith at on or before prior to the Closing Date (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and;
(ii) the breach of any agreement or covenant of the Purchaser contained in this Agreement.Agreement (including the Schedules and the Exhibits attached hereto) or any other Related Document to which the Purchaser is a party;
(iii) any and all Assumed Liabilities; and
(Aiv) subject to the provisions of the Transition Agreement, all Liabilities, other than the Excluded Liabilities, that arise on or after the Closing Date with respect to the operation of the Company after Business or the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation use of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective TimePurchased Assets.
(c) Notwithstanding the provisions of Section 8.1(a), with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant to Section 8.1(a)
Appears in 1 contract
Indemnification Generally; Etc. (a) Subject to the further terms of this Article VIII7, the Shareholders agree severally but not jointly with respect only to the representations in Article III hereof and to any individual obligations hereunder, and otherwise, the Shareholders Sellers agree, jointly and severally, to indemnify, from and after indemnify the Closing Date, Purchaser Indemnified Persons for, and hold them harmless from and against, any and all Purchaser Losses arising from or in connection with any of the following (in each case without giving effect to any qualification as to materiality contained in this Agreement):following:
(i) the untruth, inaccuracy or breach of any representation or warranty (without regard to whether such representation or warranty is qualified by reference to materiality or "Material Adverse Effect") of the Company or the Shareholders Sellers contained herein herein, in any Related Document, or in any certificate delivered by any Shareholder Seller relating thereto delivered in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the Shareholders' Representative breach of any agreement or covenant of the Sellers contained in this Agreement or in any Related Document;
(iii) any Liability of any Entity in any manner related to a claim asserted under the Agreement for Purchase and Sale of Assets, dated as of December 30, 1994 among Vencor, Inc., CT Sub and Parent;
(iv) for any Liability with respect to Covered Taxes and for 50% of any Liability with respect to all transfer, documentary, sales, use, stamp, registration and other such Taxes and fees ("Transfer Taxes") with respect to the transactions contemplated by Section 1.2; and
(v) any Liability of any Entity for Taxes attributable to the inclusion of an adjustment in taxable income of an Entity under Section 481 of the Code for any Tax period beginning on or after the Closing Date as a result of a required or optional change in method of accounting with respect to a Tax period ending on or prior to the Closing Date.
(b) Subject to the further terms of this Article 7, each of Alliance and the Purchasers agree jointly and severally to indemnify the Seller Indemnified Persons for, and hold them harmless from and against, any and all Seller Losses arising from or in connection with any of the following:
(i) the untruth, inaccuracy or breach of any representation or warranty (without regard to whether such representation or warranty is qualified by reference to materiality or "Material Adverse Effect") of Alliance or such Purchaser contained herein, any Related Document, or any certificate delivered by Alliance or such Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach);
(ii) the breach of any agreement or covenant of the Shareholders Alliance or Company either Purchaser contained in this Agreement, excluding the covenants set forth Agreement or in Section 6.14, as to which the sole remedies are set forth in Section 7.3(q) and Article IXany Related Document;
(iii) any Liabilities failure to comply after the Closing Date with the Worker Adjustment and Retraining Act of 1988, as amended, or obligations any similar state law arising out of of, or relating to, any actions taken by Alliance or the Purchasers with respect to Xxxxxx Air (whether incurred prior to or Hired Employees after the Closing)Closing Date; and
(iv) any EHS Damages arising from or relating Liability for Transfer Taxes to (A) the presence, Release, threatened or suspected Release, of any Contaminants, from, in, to, on, or under any Property existing as of the Closing Date; (B) the shipment of Contaminants generated by the Company, any predecessors of the Company, or any Person previously owned by the Company, to any off-site location prior to the Closing Date, (C) any violation of any EHS Requirement of Law by the Company, any predecessor of the Company or any Person previously owned by the Company prior to the Closing Date or (D) compliance with ISRA, the Connecticut Transfer Act and any other EHS Requirement of Law triggered by the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Shareholders' indemnification obligations hereunder shall not extend to any EHS Damages that arise solely as a result of any act or condition first created after the Closing Date and caused be borne by Purchasers or their representatives. After the Closing, the provisions of this Agreement shall be the sole remedies available to the Parties for EHS Damages.
(v) The failure of the Company or the Surviving Corporation to withhold any Tax due to be withheld from any amount paid or consideration transferred Alliance pursuant to the terms hereof to any Shareholder of the Company.
(b) Subject to the further terms of this Article VIII, Purchaser agrees to indemnify the Shareholders' Indemnified Persons for, and hold them harmless from and against, any and all Shareholders' Losses arising from or in connection with any of the following:
(i) the inaccuracy or breach of any representation or warranty of Purchaser contained herein or any certificate delivered by Purchaser in connection herewith at or before the Closing (or any facts or circumstances constituting any such untruth, inaccuracy or breach); and
(ii) the breach of any agreement or covenant of Purchaser contained in this Agreement.
(iii) (A) the operation of the Company after the Effective Time, but only to the extent such Shareholders' Losses do not result from the operation of the Company prior to the Effective Time, and (B) the failure of the Company after the Effective Time to pay indefeasibly, and on a timely basis, all amounts payable in respect of the shares of Series A Preferred Stock and Series C Cumulative Preferred Stock issued and outstanding immediately after the Effective TimeSection 9.14.
(c) Notwithstanding the provisions foregoing the Purchasers shall not be entitled to indemnification hereunder for any Losses arising as a result of the untruth or inaccuracy of any representation or warranty to the extent that a Liability arising as a result of such untruth or inaccuracy is reflected as a Liability in the financial statements delivered on the date hereof pursuant to Section 8.1(a)3.5 hereof.
(d) Absent fraud, the rights of the parties for indemnification relating to this Agreement and the transactions contemplated hereby and under the Related Documents shall be strictly limited to those contained in this Article VII, and such indemnification rights shall be the exclusive remedies of the parties subsequent to the Closing Date with respect to any Purchaser Loss for which the Shareholders are jointly and severally liable pursuant matter relating to Section 8.1(a)this Agreement or arising in connection herewith.
Appears in 1 contract
Samples: Securities Purchase Agreement (Alliance Imaging Inc /De/)
