Indemnification Obligation of Seller. (a) Seller shall indemnify each Buyer, its Affiliates and their respective stockholders, officers, directors, employees, agents, representatives and successors and assigns (each a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
(i) any facts or circumstances which constitute a misrepresentation or breach of any representation or warranty made by Seller set forth in this Agreement (including the Schedules hereto) or any certificate, document or instrument to be delivered by Seller pursuant to this Agreement;
(ii) any non-fulfillment or breach of any covenant of Seller set forth in this Agreement; or
(iii) any Excluded Liabilities.
(b) Notwithstanding the foregoing, (i) Seller shall not be required to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 10.2(a)(i) above unless and until the aggregate of all such Losses exceeds $100,000 (the “Minimum Threshold”), at which point Seller will be obligated to indemnify Buyer Indemnitee for all such Losses, from and including the first Dollar thereof and (ii) in no event shall Seller be obligated to indemnify Buyer Indemnitees in respect of any Losses any Buyer Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 10.2(a)(i) in excess of an amount equal to the Purchase Price, the aggregate (the “Indemnification Cap”). Notwithstanding any other provision of this Section 10.2, the Minimum Threshold and the Indemnification Cap shall not apply with respect to any Loss any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of (x) any breach of Sections 4.1, 4.2 or 4.13 or (y) the fraud or the willful misconduct on the part of Seller. For the purpose of determining the existence of any breach of a representation or warranty and for measuring Losses or for satisfying the Minimum Threshold, to the extent that such representation or warranty is qualified by reference to “materiality” or Material Adverse Effect, such representation or warranty shall be deemed not to contain such qualifier.
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Indemnification Obligation of Seller. SELLER will reimburse, indemnify and hold harmless BUYER, and its officers, directors, shareholders, and the Note holders (each such person is referred to herein as “BUYER” or as a “SELLER Indemnified Party”):
(a) Except for a breach of the representation of BUYER as set forth in Section 3.2, any and all claims, losses, damages, actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction, omission or transaction occurring on or prior to the Closing Date by the SELLER;
(b) With respect to the representations set forth in Section 3 and Schedule 3.1.17, any and all claims, losses, damages, actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from the Business, the Purchased Assets and/or SELLER’s ownership, use, operation, or occupancy of any real property or improvements that occurred prior to the Closing Date and;
(c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained in this Agreement or (ii) contained in any certificate, schedule, statement, document, agreement or instrument furnished to SELLER Indemnified Party by or on behalf of SELLER at the Closing;
(d) all Excluded Liabilities;
(e) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1 to the extent SELLER Indemnified Party prevails in such enforcement action. SELLER Indemnified Party shall promptly notify SELLER of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER Indemnified Party; provided...
Indemnification Obligation of Seller. From and after the applicable Closing, and subject to the other provisions of this Section 9.5, Seller shall indemnify, defend and hold harmless each Buyer, its affiliates and their respective equity owners, successors and assigns, directors, officers, agents and employees (each, a “Buyer Indemnitee” and collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for, all Losses incurred or suffered by any Buyer Indemnitee to the extent relating to, resulting from or arising out of (i) any Excluded Asset or Excluded Liability or any assertion with respect thereto made against a Buyer Indemnitee, (ii) any breach or non-fulfillment of a covenant or agreement made by Seller or Parent in this Agreement, the Ancillary Agreements, or any other document, certificate, or instrument contemplated hereby or thereby and (iii) any breach or inaccuracy of any representation or warranty of Seller or Parent in this Agreement, the Ancillary Agreements, or any other document, certificate, or instrument contemplated hereby or thereby.
Indemnification Obligation of Seller. (a) Seller agrees to indemnify and defend the Buyer and its Affiliates, agents, representatives and successors and assigns (collectively, the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee incurs as a result of or arising out of:
(1) a breach by Seller of any representation or warranty set forth in this Agreement;
(2) a breach of any covenant of a Seller set forth in this Agreement;
(3) any Excluded Liability;
(4) any Excluded Assets; and
(5) any Taxes of Seller or Owners.
(b) The Parties expressly agree that the right to indemnification under this Section 9.2 shall not be limited by any knowledge obtained pursuant to any investigation conducted by or on behalf of Buyer or the other Indemnified Parties before or after the date of this Agreement.
Indemnification Obligation of Seller. From and after the Closing, and subject to the other provisions of this Article VII, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, agents and employees (each, a "Buyer Indemnitee" and collectively the "Buyer Indemnitees") from and against all Losses incurred or suffered by any Buyer Indemnitee relating to, resulting from or arising out of (a) any inaccuracy in any of the representations and warranties made by Seller in Section 4.1 of this Agreement, (b) a breach by Seller of any covenant of Seller contained in this Agreement, which covenant requires performance by Seller at or after the Closing, and (c) any of the Retained Liabilities.
Indemnification Obligation of Seller. Seller hereby agrees to defend, indemnify and hold harmless Buyer from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Buyer (a "Loss"):
(a) as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Seller in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby; or
(b) any material misrepresentation or inaccuracy in, or omission from the Disclosure Schedule or from any certificate, schedule, statement, document or instrument furnished by Seller to Buyer in connection with the transactions contemplated by this Agreement.
Indemnification Obligation of Seller. Subject to the provisions of this Article 11 (including Section 11.2), from and after the Closing Date, Seller agrees to indemnify and hold harmless Buyer and its Affiliates and its and their officers, directors, employees, partners, members, agents, representatives and contractors (collectively, “Buyer Group”) from and against any and all Losses incurred by Buyer Group which result from, relate to or arise out of the following:
(i) any inaccuracy in any representation or warranty of Seller contained in Article 4 of this Purchase Agreement;
(ii) any material breach by Seller of any covenant or other obligation of Seller contained in this Purchase Agreement;
(iii) the Excluded Assets; or
(iv) the Excluded Liabilities.
Indemnification Obligation of Seller. Subject to the provisions of this Article 12 (including Section 12.2), from and after the Closing Date, Seller agrees to indemnify and hold harmless Buyer and its Affiliates and its and their officers, directors, employees, partners, members, agents, representatives and contractors (collectively, “Buyer Group”) from and against any and all Losses incurred by Buyer Group which result from, relate to or arise out of the following:
(i) any breach or inaccuracy in any representation or warranty (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) of Seller contained in Article 4 of this Purchase Agreement;
(ii) any material breach by Seller of any covenant or other obligation of Seller contained in this Purchase Agreement;
(iii) the Excluded Assets; or
(iv) the Excluded Liabilities.
Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless Buyer and its successors and assigns (an "Indemnified Buyer Party") against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Damages"), incurred or suffered by any Indemnified Buyer Party that result from, relate to or arise out of (i) any and all liabilities and obligations of Seller that arose prior to the Closing which are not included in the Assumed Liabilities; (ii) any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Seller under this Agreement or any other document or agreement furnished to Buyer pursuant to the terms hereof; or (iii) any liability under any federal or state securities laws arising from or relating to any misstatements or omissions of material facts concerning this Agreement or the transactions contemplated hereby in any documents filed by Seller with the SEC except to the extent such liability relates to written information provided by Buyer included in such documents.
Indemnification Obligation of Seller. Seller agrees to indemnify and hold harmless Buyer and its directors, officers, employees, Affiliates, agents, advisors and assigns (the “Buyer Indemnified Parties”) from and against any and all Losses of the Buyer Indemnified Parties as a result of, or based upon or arising from: (a) any inaccuracy in or breach of any representation or warranty of Seller (a “Seller Warranty Breach”), or breach of any covenant of Seller, made in this Agreement, including the Disclosure Schedule and Exhibits hereto but not including the Transition Agreement or the Collaboration Agreement ; (b) any Excluded Liability or any other Liability arising out of the ownership of the Purchased Assets or operation of the Business before the Closing, including any failure to pay Taxes as provided in Section 5.6; (c) any allegations or claims made or a claim brought by any securityholder or creditor of Seller based on or relating to the transactions contemplated hereby; or (d) any products sold or services provided by Seller to third parties.
