Common use of Indemnification Obligations of Buyer Clause in Contracts

Indemnification Obligations of Buyer. (a) From and after the Closing, subject to the terms of this Article IX, Buyer shall indemnify and hold harmless Seller and its Affiliates (other than the Partnership) and their respective directors, officers, employees, stockholders, partners, members, agents, attorneys, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against Losses incurred by any Seller Indemnified Party by reason of (i) any breach of any of the representations or warranties (in each case, when made) of Buyer in Article V and (ii) any breach in any material respect of any of the covenants or agreements of Buyer in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date. (b) The obligation of Buyer to indemnify any Seller Indemnified Party for Losses is subject to the following limitations: (i) no Seller Indemnified Parties shall be entitled to make a claim against Buyer for indemnification under Section 9.3(a)(i) (“Seller Claim”) unless and until the aggregate amount of Losses incurred by the Seller Indemnified Parties with respect to an event or occurrence and all other events or occurrences caused by the same circumstances constitutes a Base Claim; (ii) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 9.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of Seller Claims constituting Base Claims exceeds the Basket, and then the Seller Indemnified Parties shall be entitled to indemnification for only the amount in excess of the Basket; and (iii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 9.3(a)(i) of this Agreement exceed the Ceiling.

Indemnification Obligations of Buyer. (a) From and after the Closing, subject to the terms of this Article IX, Buyer shall indemnify indemnify, defend and hold harmless Seller and its Affiliates (other than the Partnership) Affiliates, and their respective employees, representatives, agents, directors, officers, employeesand shareholders, stockholders, partners, members, agents, attorneys, representatives, successors and assigns including Shareholder (collectively, the “Seller Indemnified Parties”) from and against any Losses incurred or sustained by any such Seller Indemnified Party by reason arising out of, resulting from, or relating to or arising out of (i) any breach or inaccuracy of any of the representations a representation, warranty, covenant or warranties (in each caseagreement made herein by Buyer, when made) of Buyer in Article V and (ii) Buyer’s breach of or non-compliance with this Agreement, (iii) any breach in liability or obligation of Buyer arising out of or relating to the Assumed Liabilities or Transferred Assets after the Closing Date, (iv) all obligations arising or relating to the period after the Closing to any material respect current employees of Seller who are employed or engaged by Buyer after the Closing Date, (v) any claim by QVC that Shareholder has violated, after the Closing, the Assumption Agreement or various provisions of the covenants QVC Agreement, namely, Sections 1(b), 3, 6(b)(i) or agreements 6(b)(v) of Buyer in the QVC Agreement, and (vi) any claim by QVC that any assignment of the QVC Agreement as part of this Agreement that by their terms are to be performed was null, void, or otherwise ineffective in whole or in part, or which prohibit actions, subsequent to the Closing Date. (bpart as a result of Section 10(b) The obligation of Buyer to indemnify any Seller Indemnified Party for Losses is subject to the following limitations: (i) no Seller Indemnified Parties shall be entitled to make a claim against Buyer for indemnification under Section 9.3(a)(i) (“Seller Claim”) unless and until the aggregate amount of Losses incurred by the Seller Indemnified Parties with respect to an event or occurrence and all other events or occurrences caused by the same circumstances constitutes a Base Claim; (ii) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 9.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of Seller Claims constituting Base Claims exceeds the Basket, and then the Seller Indemnified Parties shall be entitled to indemnification for only the amount in excess of the Basket; and (iii) in no event shall the aggregate amount of Losses QVC Agreement. If any claim is asserted against Seller for which Buyer is obligated to indemnify indemnification may be sought under the Seller Indemnified Parties pursuant to Section 9.3(a)(i) provisions of this Agreement exceed Article, Seller shall promptly notify Buyer of such claim and thereafter shall permit Buyer at its expense to control the Ceilingnegotiation and settlement of any such claim. At the request of Buyer, Seller shall provide its full cooperation in the defense of any legal action arising therefrom.

Indemnification Obligations of Buyer. (a) From and after the Closing, subject to the terms of this Article IX, Buyer shall indemnify defend, indemnify, and hold harmless Seller and its Affiliates (other than the Partnership) and their respective directors, officers, employees, stockholders, partners, members, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses sustained or incurred by any of the Seller Indemnified Party Parties resulting from or arising out of or by reason virtue of any one or more of the following: (i) any breach of any of the representations representation or warranties (in each case, when made) of warranty made by Buyer in Article V and under this Agreement; and (ii) any breach in any material respect of by Buyer of, or failure by Buyer to comply with, any of the covenants or agreements of Buyer in its obligations under this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date(including its obligations under this Article VIII). (b) The obligation of Buyer to indemnify any Seller Indemnified Party for Losses is subject to the following limitations: (i) no Seller Indemnified Parties shall be entitled to make a claim against give prompt written notice (in no case, more than 10 days after the Buyer for indemnification under Section 9.3(a)(i) (“Seller Claim”) unless and until the aggregate amount of Losses incurred by the Seller Indemnified Parties with respect to an event or occurrence and all other events or occurrences caused by the same circumstances constitutes a Base Claim; (ii) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant first became aware thereof) to Section 9.3(a)(i) unless Buyer of the aggregate amount assertion of Losses incurred by all any claim, or the Seller Indemnified Parties commencement of any suit, action, or proceeding in respect of Seller Claims constituting Base Claims exceeds which indemnity may be sought under this Section 8.2 against Buyer, specifying, if known, the Basketfacts pertaining thereto and the amount or an estimate of the amount, if known, of the liability arising therefrom, but no failure or delay in giving such notice shall relieve Buyer of any liability hereunder, except if and then to the Seller extent that such failure or delay unduly prejudiced Seller’ ability to defend and/or settle such matter and/or resulted in a default judgment against Buyer or other damages or losses directly attributable to such failure or delay. Buyer shall have the right to assume, at its own expense, the defense of any such suit, action, or proceeding. The Seller’ Indemnified Parties shall have the right (but not the duty) to participate, at their own expense, in the defense of any such suit, action, or proceeding; provided that if Buyer does not, or by reason of any conflict of interest, cannot assume the defense of any such suit, action, or proceeding, or if Buyer fails adequately to prosecute any such defense, the reasonable fees and expenses of any attorneys retained by the Seller’ Indemnified Parties shall be entitled paid by Buyer. Buyer shall not settle or consent to indemnification for only the amount in excess settlement of any claim with respect to which it has assumed the defense hereunder, without the prior approval of the Basket; Seller’ Indemnified Parties, which consent shall not be unreasonably withheld or delayed. Whether or not Buyer chooses to defend any claim, each Party shall cooperate in the defense thereof and (iii) shall take all such actions as may be reasonably requested in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 9.3(a)(i) of this Agreement exceed the Ceiling.connection therewith. Byrna Technologies Inc. – Fox Labs International, Inc. Asset Purchase Agreement