Indemnification of Buyers. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Notes (and the Conversion Shares) hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Buyer(s) and each other holder of the Notes (and if applicable, the Conversion Shares), and all of their officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Buyer Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Buyer Indemnitees or any of them as a result of, or arising out of, or relating to any breach of any representation, warranty, covenant, agreement or obligation of the Company contained in this Agreement or any of the other Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Buyer Indemnitee against the Company or others, and any liabilities the Company may be subject to pursuant to law. The liability of the Company under this paragraph to each Buyer shall not exceed the total Subscription Amount paid by such Buyer hereunder.
Indemnification of Buyers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Buyer Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Buyer Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Buyer Party may have with any such stockholder or any violations by such Buyer Party of state or federal securities laws or any conduct by such Buyer Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, such Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Buyer Party except to the exten...
Indemnification of Buyers. By execution of this ------------------------- Agreement, the Principal Stockholder hereby acknowledges that Unified shall be entitled to full indemnification by the Principal Stockholder of the following:
(a) any and all loss, liability or damage (including judgments and settlement payments) incurred by Seller or Unified incident to, arising in connection with or resulting from any misrepresentation, breach, nonperformance or inaccuracy of any representation, warranty or covenant (to the extent such covenant is to be performed prior to the Closing Date) by Seller made or contained in this Agreement or in any Exhibit, Schedule, certificate or other document executed and delivered to Unified by the Principal Stockholder or by or on behalf of Seller under or pursuant to this Agreement or the transactions contemplated herein;
(b) any and all loss, liability or damage relating to taxes which arise from or relate to (i) Seller's activities prior to the Closing Date, (ii) tax periods ending on or prior to the Closing Date or (iii) the Merger, in each case except to the extent that any specific amount for any such tax was recorded on the Seller's books;
(c) Seller's obligations with respect to any employees of Seller under any pension, profit sharing or retirement plan, collective bargaining agreement, consulting agreement, life insurance or other employee welfare benefit plan or vacation policy relating to any time prior to the Closing Date, and in particular, obligations for medical or life insurance benefits of any former or retired employees of Seller or their dependents;
(d) except to the extent of payments actually received by Unified pursuant to any insurance policies under which Seller is insured, any and all loss, liability or damage (including judgments and settlement payments) incurred by them incident to, arising in connection with or resulting from any act or failure to act by the Principal Stockholder or by Seller or its employees prior to the Closing Date; and
(e) any and all costs, expenses and all other actual damages incurred in claiming, contesting or remedying any breach, misrepresentation, nonperformance or inaccuracy described above, or in enforcing their rights to indemnification hereunder, including, by way of illustration and not limitation, all legal and accounting fees, other professional expenses and all filing fees and collection costs incident thereto and all such fees, costs and expenses incurred in defending claims which, if succes...
Indemnification of Buyers. Seller agrees to indemnify each Buyer against, and hold Buyer harmless from, any loss, liability, damage or expense suffered or incurred by Buyer because of any misrepresentation or breach of representation, warranty, agreement or undertaking contained in this Agreement, or because of any breach of covenant. This indemnification shall include, but not be limited to, all reasonable costs and expenses (including reasonable attorney’s fees) incurred by Buyer in connection with any action, suit, proceeding, claim, assessment, arbitration proceeding or judgment resulting from any such false representation or warranty or from such breach. To the extent that any portion of the contemplated transaction is finally determined to constitute a gift for federal gift tax purposes, Seller holds Buyers harmless with regard to such gift tax liability, and shall seek no additional compensation or reimbursement for any gift tax payable by any third party.
Indemnification of Buyers. Seller shall indemnify and hold harmless Buyer from and against any losses, damages or expenses which may be suffered or incurred by Buyer arising from or by reason of the inaccuracy of any statement, representation or warranty of Seller made herein or, in any Exhibit hereto or certificate delivered in connection herewith, or the failure of Seller to perform any agreement made by them herein. Buyer shall give Seller prior written notice of any claim, demand, suit or action with respect to which indemnity may be sought pursuant to this Section. Seller, in every such case, shall have the right at his sole expense and cost to participate in contesting the validity or the amount of any such claim, demand, suit or action. In the event Buyer suffers loss, damage or expense and is entitled to indemnification under this Section, the amount of any such loss, damage or expense shall be assessed against and shall be paid by Seller. Seller shall have no liability under this Section unless a claim for indemnification is made by Buyer prior to Ninety (90) days from the Closing. Notwithstanding anything herein to the contrary, Seller shall have no liability under this Section for any loss, damage, expense or amount suffered or incurred by Buyer (a) as a result of any election made by Buyer subsequent to the Closing under Section 338 of the Internal Revenue Code of 1954, as amended, or (b) which is covered by insurance maintained by Seller on the Closing Date.
Indemnification of Buyers. Subject to the other provisions of this Article VI and in the case of Tax claims, Section 4.17, the Principal Stockholders, jointly and severally, will indemnify and hold Buyers, their affiliates (including the Companies) and their respective Board Members, officers, employees, and agents (collectively, the "Buyer Parties") harmless from any and all Liabilities, obligations, claims, losses, contingencies, damages, costs, and expenses, including all court costs and reasonable attorneys' fees (collectively, "Losses"), that any Buyer Party actually suffers or incurs as a result of or relating to:
(a) the breach or inaccuracy of any representation or warranty made by any Stockholder or Company in this Agreement or any other Seller Document or any allegation by a third party that, if true, would constitute such a breach or inaccuracy; or
(b) the breach of any covenant or agreement made by any Stockholder or Company in this Agreement or any other Seller Document or any allegation by a third party that, if true, would constitute such a breach. For purposes of indemnification pursuant to this Section 6.1, except for the materiality qualification set forth in the last sentence of Section 2.10 (Financial Statements), all materiality and Company Material Adverse Effect qualifications will be excluded from and given no effect in each representation, warranty, covenant and agreement by any Stockholder or Company set forth in this Agreement.
Indemnification of Buyers. Seller agrees to indemnify and hold harmless Buyers and their respective officers, directors, shareholders, employees, agents, representatives, and Affiliates (the “Buyer Indemnitees”) from and against all claims, suits, obligations, liabilities, damages and expenses, including, without limitation, reasonable attorneys’ fees incurred by the Buyer Indemnitees incurred in attempting to enforce this indemnity (“Losses”), based upon, arising out of or resulting from:
(a) any breach of any of the representations and warranties made by Seller contained in this Agreement if such breach relates to (x) Seller or (y) any of the Target Companies (but only to the extent of Seller’s percentage ownership interest in the Target Companies prior to Closing), except as set forth in Section 8.1(b));
(b) any breach of the representations and warranties made by Seller contained in Section 4.1 (Authorization of Transaction), Section 4.3 (Brokers’ Fees), Section 4.4 (Capitalization), Section 4.5 (Seller Expenses), Section 4.6 (Related Party Payments), Section 4.8 (Lock Box), and Section 4.36 (Affiliate Transactions);
(c) any breach of any covenants or agreements made by Seller contained in this Agreement;
(d) any Pre-Closing Taxes;
(e) any and all claims of any third party for alleged liabilities or obligations of the Target Companies (but only to the extent of Seller’s percentage ownership interest in the Target Companies immediately prior to the Closing) as they relate to the Business related to or occurring during the period prior to the Closing; and
(f) any and all claims of any third party, including without limitation, any former and present interest holder in any Target Company, related to the distribution of all or any portion of the Purchase Price or the Earnout Payment.
Indemnification of Buyers. Subject to the limitations in this Section 11, the Sellers will indemnify and defend (in the case of third party claims) Buyers and their Affiliates, shareholders, partners, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”), and hold the Buyer Indemnified Parties harmless, from and against the actual amount of any and all liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees and costs incurred in enforcing the indemnity provided in this Section 11) which the Buyer Indemnified Parties may suffer, sustain or become subject to, arising out of or resulting from each of the following:
11.2.1 any misrepresentation or breach of warranty by the Sellers for which notice is given by Buyers within the periods specified in Section 9;
11.2.2 any Taxes accruing with respect to the Business prior to the Closing Date;
11.2.3 the Retained Litigation;
11.2.4 the Excluded Liabilities;
11.2.5 non-performance by the Sellers of any obligations or covenants to be performed on the part of the Sellers under this Agreement; or
11.2.6 except as otherwise contemplated by this Agreement, the operation of the Business and the Assets with respect to liabilities arising, occurring or accruing prior to the Effective Time. If and to the extent any provision of this Section 11.2 is unenforceable for any reason, the Sellers hereby agrees to make the maximum contribution to the payment and satisfaction of any liability, damage, claim, cost or expense for which indemnification is provided for in this Section 11.2 which is permissible under applicable law.
Indemnification of Buyers. Seller shall indemnify and hold the Buyers harmless against any and all loss, cost or expense (including costs and expenses, including reasonable counsel fees, incident to any and all actions, suits, demands, assessments or judgments relating to any claim made hereunder) resulting from any error or misrepresentation or breach of warranty or agreement of Seller contained herein or in any certificate, instrument or schedule delivered pursuant hereto.
Indemnification of Buyers. (a) Subject to Sections 15 and 16, Seller agrees to indemnify Buyers against and hold Buyers harmless from:
(i) any loss, liability, damage, cost or expense, including reasonable attorneys’ fees and cost of investigation (“Loss”) that Buyers may suffer or incur that is caused by, arises out of or relates to any inaccuracy in or breach of any representation and warranty by Seller in Section 6 of this Agreement;
(ii) any Loss that Buyers may suffer or incur that is caused by, arises out of or relates to Seller’s breach of or failure to perform any of its obligations in this Agreement in any material respect; or
(iii) any Loss that Buyers may suffer or incur that is caused by, arises out of or relates to the assertion against Buyers of an Excluded Liability. Claims asserted by Buyers under subsections (i), (ii) and (iii) above are hereinafter referred to as Buyers’ “Indemnification Claim(s).”
(b) The benefit of the indemnification obligations of Seller under this Section 13 shall extend to the respective officers, directors, employees and agents of Buyers and its affiliates.
