Indemnification Obligations of Sellers. Sellers shall, jointly and severally, indemnify, save and keep harmless Purchaser and TCP II and each of their respective successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by any Seller in this Agreement or in any of the Seller Ancillary Documents;
(b) any breach by any Seller of, or failure by any Seller to comply with, any of its respective covenants or obligations under this Agreement (including, without limitation, their respective obligations under this Article VIII);
(c) the failure to discharge when due any liability or obligation of any of the Sellers other than the Assumed Liabilities, or any claim against Purchaser or TCP II with respect to any such liability or obligation or alleged liability or obligation;
(d) any Third Party Claims to the extent caused by the acts or omissions of Sellers prior to the date hereof and not constituting an Assumed Liability, including, without limitation, Damages which arise out of Sellers' operation of the Business prior to the date hereof; and
(e) without being limited by paragraphs (a), (b), (c) or (d) of this Section 8.3 (and without regard to the fact that any one or more of the items referred to in this Section 8.3(e) may be disclosed in the Disclosure Statement or in any documents included or referred to therein or may be otherwise known to Purchaser or TCP II at the date hereof), (i) any action or failure to act, in whole or in part, on or prior to the date hereof, with respect to any Plan, Welfare Plan or Employee Benefit Plan which any of the Selling Entities or any ERISA Affiliate of any of the Selling Entities has at any time maintained or administered or to which any of the Selling Entities or any ERISA Affiliate of any of the Selling Entities has at any time contributed; (ii) the violation of any Environmental Law or the presence or release of any Hazardous Materials upon, about or beneath the Leased Premises or any other real property used in connection with the conduct of the Business at any time prior to the date hereof or the migration to or from the Leased Premises or any other real property used in connection with the conduct of the Business at any time prior to the date hereof, or arising in any manner whatsoever out of the violation of any Environmental Law pertaining to the Leased Premises or any other real property used in...
Indemnification Obligations of Sellers. CQ and CQ UK will, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages (at equity or law), whenever arising or incurred (including reasonable attorneys’ fees and expenses) arising out of or relating to:
(a) the Excluded Liabilities, including without limitation, any liability of any Seller for fees or expenses of brokers, finders or agents, or any other fees or expenses incurred in connection with the transactions contemplated hereby;
(b) any breach or inaccuracy of any representation or warranty made by any Seller in Section 5.1, Section 5.4 and/or Section 5.5 or in the CQ Closing Certificate, CQ UK Closing Certificate or Sellers Closing Certificate (in each case, without regard to any qualification or limitation with respect to any threshold dollar amount in Sections 5.5(c) and 5.5(g) or with respect to “materiality,” whether by reference to “in an material respect,” “Material Adverse Effect” or any other use of “material”);
(c) any breach of any covenant, agreement or undertaking made by Sellers in this Agreement, the Xxxx of Sale, the Assignment and Assumption Agreement or the Sellers Closing Certificate;
(d) any obligations or liabilities arising prior to the Closing Date, as a result of the operations and activities of the Business of Sellers (or any of their Affiliates) prior to the Closing Date;
(e) any claims made by stockholders of CQ alleging a breach of fiduciary responsibility or similar claim arising out of the transactions contemplated by this Agreement and Third Party Actions (as defined below) by creditors asserting a fraudulent conveyance or an improper or unlawful transfer of assets to Buyer, including, without limitation, any cause of action brought pursuant to Fla. Stat. Ch. 726.101 et seq., Md. Comm. Law §15-201 et seq. and 11 U.S.C. 548, upon the expiration of the applicable statute of limitations which shall include any applicable discovery periods; and
(f) the Identified Patent Infringement Claim, irrespective of whether or not Buyer Losses arising from the Identified Patent Infringement Claim are attributable to the operation of the Business of Sellers by Seller prior to the Closing Date or to the operation of such Business by Buyer after the Closing Date; provided, however, that all liabilities of Sellers to the Buyer Indemnified Parties relating to, re...
Indemnification Obligations of Sellers. Subject to the limitations set out in this Article IX, each Seller, severally and not jointly, shall indemnify, defend and hold harmless Parent Group, its respective officers, directors, agents, partners, shareholders, members, attorneys, accountants, representatives and successors, each in their capacity as such (collectively, the “Parent Indemnified Parties”) from, against and in respect of its Pro Rata Shares of any and all damages, losses, charges, and liabilities, but excluding any Excluded Damages (collectively, “Losses”) imposed on, sustained, incurred or suffered by them resulting solely from (i) a breach of any of the Seller Fundamental Representations or (ii) any of the Specified Matters, or (ii) any fraud or Willful Breach by the Sellers solely with respect to any Seller representations in Article V (each, a “Seller Claim”).
Indemnification Obligations of Sellers. Subject to the provisions of this Article VII, from and after the Closing, Sellers shall, jointly and severally, indemnify, defend and hold harmless each of the Buyer Indemnified Parties from and against and pay on behalf of and reimburse each Buyer Indemnified Party for any and all Losses incurred, suffered, sustained or required to be paid by any Buyer Indemnified Party arising out of, resulting from or related to:
(a) any breach of or inaccuracy in any representation or warranty made by Sellers in Article III;
(b) the non-fulfillment or any breach of any covenant, agreement or undertaking made by or to be performed by a Seller in this Agreement; and
Indemnification Obligations of Sellers. Subject to the provisions of Section 5.2(c), Sellers shall, on a joint and several basis, indemnify and defend Purchaser and its respective Affiliates, and their respective members, partners, Representatives, successors and permitted assigns and Company (collectively, the “Purchaser Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Purchaser Indemnified Parties as and when incurred for any Losses which any such Purchaser Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
(i) any facts or circumstances which constitute a breach of any representation or warranty of any Seller under this Agreement, any other Transaction Document or in any certificate or other writing delivered in connection with the Closing;
(ii) any nonfulfillment or breach of any covenant, agreement or other provision by any Seller under this Agreement, any other Transaction Document or in any certificate or other writing delivered in connection with the Closing;
(iii) Pre-Closing Taxes (whether or not set forth on any Schedule, including, without limitation, Schedule 3.11), including any excess Tax payable over amounts accrued in Closing Working Capital, other Taxes specifically allocated pursuant to Section 1.5, and the related preparation costs and expenses of all Tax Returns related thereto;
(iv) the matters set forth on Schedule 3.14 and any matter which should have been but was not set forth on Schedule 3.14;
(v) any violation, prior to the Closing Date, by Company of the Wage, Hour and Immigration Laws;
(vi) any Tax or obligation resulting from the transfer of the Excluded Assets to Sellers or the termination of any transaction by Company with any affiliate of any Seller prior to Closing;
(vii) any Liability arising under Environmental and Safety Requirements and related to the operation of the business, events, circumstances, or actions or omissions by or on behalf of Seller or Company prior to Closing, or related to the Real Property as of the Closing or ownership or use of such property prior to Closing, including, without limitation, violations of Environmental and Safety Requirements prior to the Closing, the presence of Hazardous Substances as of the Closing, any pending environmental clean-up initiatives existing as of the Closing; or
(viii) any matters, facts, circumstances or consequences related to the matters described on or by ...
Indemnification Obligations of Sellers. Sellers hereby indemnify Selfix and its stockholders, officers, directors, employees, agents, representatives and permitted successors and assigns (collectively, the "SELFIX INDEMNITEES") in respect of, and save and hold each Selfix Indemnitee harmless against and pay on behalf of or reimburse each Selfix Indemnitee as and when incurred, any Claim or Loss which any Selfix Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of:
(a) any facts or circumstances which constitute a misrepresentation or breach of any warranty by Sellers or Mericon Shareholders as set forth in this Agreement (including any exhibit or schedule), or any document delivered by any of the Sellers or Mericon prior to or at Closing pursuant to this Agreement, provided, however, that the Sellers are given written notice of such Loss during the survival period specified in Section 11.1; and
(b) any nonfulfillment or breach of any covenant or agreement of Mericon or Sellers as set forth in this Agreement (including any exhibit or schedule).
Indemnification Obligations of Sellers. 44 7.3 Indemnification Obligations of Buyer and Merger Sub............. 44 7.4
Indemnification Obligations of Sellers. Subject to the provisions of Section 7.4 below, each Seller shall, severally and not jointly, indemnify, defend and hold harmless Buyer, Merger Sub, the Surviving Corporation and each of their respective successors, assigns, Affiliates, stockholders, officers, directors, employees and agents (collectively, the "Buyer Indemnitees") from and after the Closing, in respect of any Loss that any Buyer Indemnitee suffers, sustains, incurs or becomes subject to as a result of, arising from or by virtue of:
(a) the breach of any of the covenants or agreements made by the Company or Seller Representative in this Agreement;
(b) the breach of any of the representations and warranties made by the Company in this Agreement; and
(c) the matters set forth on Schedule 7.2.
Indemnification Obligations of Sellers. Sellers, jointly and severally, shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, causes of actions, liabilities, obligations, damages, losses, costs, expenses, penalties, fines, or judgments and awards (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses), or any diminution in value (collectively, “Losses” for purposes of this Agreement, including both Sections 9.1 and 9.2) arising out of or relating to:
(a) any Excluded Liabilities;
(b) any breach or inaccuracy of any representation or warranty made by a Seller in this Agreement or in any of the Ancillary Agreements whether such representation and warranty is made as of the date hereof or as of the Closing Date;
(c) any breach of any covenant, agreement or undertaking made by a Seller in this Agreement or in any Ancillary Agreement; or
(d) any liabilities under any applicable “bulk sales” laws with respect to the sale and transfer of Assets. The Losses of the Purchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses”.
Indemnification Obligations of Sellers. From and after the Closing, subject to the Liability Limits and Section 7.3(b), Sellers shall jointly and severally indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Loss directly arising out of:
(a) any breach of a representation or warranty of Sellers set forth in Article 3 of this Agreement, or in any certificate delivered pursuant to this Agreement by or on behalf of Sellers;
(b) any breach or violation of any covenant, agreement or undertaking in this Agreement made by Sellers; and
(c) any fraud, willful misrepresentation or intentional misconduct of Sellers in connection with this Agreement.
