Indemnification Obligations of the Company. Notwithstanding the Closing, the Company covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to:
(a) any inaccuracy in or breach of any of the Company’s representations and warranties in this Agreement;
(b) any breach by the Company or any Seller Subsidiary of, or failure by the Company or Seller Subsidiary to comply with, any of covenants or obligations of the Company and Seller Subsidiaries under this Agreement (including post-closing covenants or obligations and including payment obligations in Section 5.10(g) and Section 7.5), the Transition Agreement or any of the Facility Use Agreements;
(c) any Retained Liabilities or Excluded Asset (including any Retained Liability or any Excluded Asset that becomes a Liability of Purchaser under any bulk transfer Law, common law doctrine of de facto merger or successor liability or otherwise by operation of Law);
(d) failure of any Products sold prior to Closing or included in Inventory at Closing to comply with the terms and requirements of any applicable warranty, Product data sheet or customer specification or other Contract in excess of the warranty reserve accrued in the Final Working Capital; or
(e) the reasonable cost incurred by Purchaser to obtain replacement Contracts for each of the Seller Contracts listed on Schedule 8.1(e) which will not be assigned to Purchaser as part of the Purchased Assets.
Indemnification Obligations of the Company. The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities participating in an offering pursuant to this Agreement, its officers, directors, partners, employees, advisors and agents and each Person that controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment or supplement thereto relating to such offering or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers, directors, partners, employees, advisors and agents and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.
Indemnification Obligations of the Company. The Company shall, indemnify, defend and hold harmless the Purchaser from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty made by the Company in this Agreement, whether such representation and warranty is made as of the date hereof or as of the Closing Date; or (ii) any breach of any covenant, agreement or undertaking made by any Company in this Agreement. The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Purchaser described in this Section 8.1 as to which the Purchaser is entitled to indemnification are collectively referred to as “Purchaser Losses”.
Indemnification Obligations of the Company. The Company shall indemnify, defend and hold harmless each Cabela Family Seller against its Proportionate Percentage of all Losses, together with all reasonable costs and expenses (including legal and accounting fees and expenses) related thereto or incurred in enforcing this Article 7, (a) resulting from, arising out of, relating to, in the nature of, or caused by, the untruth, inaccuracy or breach of any of the representations or warranties of the Company contained in this Agreement or any closing certificate delivered by the Company under Article 5, (b) resulting from, arising out of, relating to, in the nature of, or caused by, the breach of any covenant or agreement of the Company contained in this Agreement or any closing certificate delivered by the Company under Article 5, or (c) with respect to any Liability for any brokers’ or finders’ fees or compensation owing or alleged to be owing from each Cabela Family Seller in connection with the transactions contemplated by this Agreement due to the engagement by, or any other act of, the Company.
Indemnification Obligations of the Company. BarMedit and BarMedit Sub. Each of the Company, BarMedit and BarMedit Sub, jointly and severally, agrees to and will indemnify, defend and hold Bartech (including for purposes of this Article VII, each officer, director, employee, stockholder, agent and representative of Bartech) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (hereinafter collectively referred to as "Damages"), imposed upon or incurred by Bartech by reason of or resulting from or arising out of a breach of any representation, warranty, covenant or agreement of them contained in any Transaction Document.
Indemnification Obligations of the Company. The Company covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, Liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from:
(a) (i) any inaccuracy in or breach of any of the Company’s representations and warranties in this Agreement as of the Closing Date or (ii) any inaccuracy in or breach of any of the Company’s representations and warranties in this Agreement as the same relate to the Product Assets then being Transferred as of the Product Acceptance Date (except for representations or warranties that relate to a specific date or time, which representations and warranties shall be true and correct as of such date or time);
(b) any breach by the Company of, or failure by the Company to comply with, any of the covenants or obligations of the Company under this Agreement; or
(c) any Retained Liability or Excluded Asset.
Indemnification Obligations of the Company. Subject to the limitations in Section 12.5(a), the Company will indemnify, defend and hold harmless the Purchaser and its Affiliates, each of their respective officers, directors and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of actual out-of-pocket losses attributable to any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
(a) any material breach or inaccuracy of any representation or warranty made by the Company in this Agreement subject to the definition of "material" in subsection (f) below (for purposes of this Article XII, such representations and warranties shall be read without reference to materiality, or Material Adverse Effect or similar phrases);
(b) any material breach of any covenant, agreement or undertaking made by the Company in this Agreement;
(c) any fraud, willful misconduct or bad faith of the Company in connection with this Agreement;
(d) any provision of any Environmental Laws arising out of or relating to (i) any act or omission of the Company, or its employees, agents or representatives or (ii) the Company's, use, control or operation on or prior to the Closing Date of the Real Property or any plant, facility, site, area or property used in the Business (whether currently or previously owned or leased by the Company), including, without limitation, arising from any release of any Hazardous Materials or off-site shipment of any Hazardous Materials at or from the real property or any such plant, facility, site, area or property; and
(e) The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Indemnified Parties described in this Section 12.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as the "Purchaser Losses."
(f) For all Purchaser Losses other than those arising under Section 12.1(a) with respect to any breach or inaccuracy of any representation or warranty in Section 4.14, Section 12.1(d), or Section 12.8, the Purchaser shall not have the right to indemnification for any individual Purchaser Loss which is equal to or less than...
Indemnification Obligations of the Company. The Company and each Other ------------------------------------------- Stockholder, jointly and severally, agrees to and will indemnify, defend and hold Bartech (including for purposes of this Section 5, each officer, director, employee, stockholder, agent and representative of Bartech) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (hereinafter collectively referred to as "Damages"), imposed upon or incurred by Bartech by reason of or resulting from or arising out of a breach of any representation, warranty, covenant or agreement of the Company or any Other Stockholder contained in this Agreement.
Indemnification Obligations of the Company. Subject to (i) the --------------------------------------------- indemnification provisions contained in the Registration Rights Agreement (which shall control the indemnification obligations of the parties hereto with respect to the Registration Rights Agreement) and (ii) any limitations of liability or exclusion of damages specifically set forth in any of the Ancillary Agreements, the Company will indemnify, defend and hold harmless the Concurrent Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
(a) any breach of any representation or warranty made by the Company in this Agreement or in any of the Ancillary Agreements; or
(b) any breach of any covenant, agreement or undertaking made by the Company in this Agreement or in any of the Ancillary Agreements.
Indemnification Obligations of the Company. In addition to all rights and remedies available to the Investors at law or in equity, the Company shall indemnify, defend and hold harmless each of the Investors and each subsequent holder of the Shares, and their respective parents, subsidiaries, shareholders, officers, directors, partners, employees, agents, representatives, Affiliates, Associates, successors, heirs and assigns (all of the foregoing are collectively referred to as the “Indemnified Parties”) from and against, and pay on behalf of or reimburse such Indemnified Party as and when incurred with respect to, all Proceedings, Judgments, Obligations, losses, damages, settlements, assessments, deficiencies, Taxes, fines and costs and expenses, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”), which any such Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of any of the following:
(a) Any misrepresentation, breach or failure of any representation or warranty made by the Company in this Agreement or the Registration Rights Agreement; or
(b) Any failure or refusal by the Company to satisfy or perform any term or condition of this Agreement or the Registration Rights Agreement required to be satisfied or performed by the Company;
