Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to the limitations set forth in this Section 10, Seller Group hereby jointly and severally agree to indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Purchaser Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), (ii) any breach of a Fundamental Representation by any of the Seller Group, (iii) any breach of any covenant made by any of the Seller Group in this Agreement or any Transaction Document, (iv) any Pre Closing Liabilities, (v) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate.
10.2.2 If any Purchaser Indemnified Party becomes entitled to any indemnification under this Agreement, the amount that such Purchaser Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows:
(i) first, no Losses in respect of indemnity claims under Section 10.2.1 (i) shall be payable until the total of all such Losses exceeds Fifty Thousand Dollars (U.S. $50,000) (the “Deductible”), and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible;
(ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Purchaser Indemnified Parties shall not be entitled to recover twice for the same Losses under this Section; and
(iii) third, in the case of indemnity claims under Section 10.2.1(i) the maximum aggregate liability of the Seller Group shall be U.S. $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability, other than any claims under Section 10.2.1(vi), exceed the Purchase Price.
10.2.3 In addition to the indemnification obligations...
Indemnification of Purchaser Indemnified Parties. From and after the Closing Date, and subject to the provisions of this Part 8, the Vendor and the Covenantors agree to indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Purchaser Indemnified Costs.
Indemnification of Purchaser Indemnified Parties. (a) Subject to the other provisions of this Article IX, from and after the Closing, each Seller, on a several and not joint basis (solely on behalf of itself), shall indemnify each Purchaser Party and its Affiliates (including the Acquired Companies) and its and their respective officers, directors, stockholders, managers, and members, and the respective successors of each of the foregoing (each, a “Purchaser Indemnified Party”), from and against Losses incurred by such Purchaser Indemnified Party after the Closing resulting from or arising out of:
(i) The breach of or any inaccuracy in any representation or warranty made by such Seller to the Purchaser Parties in Article III or in any certificate furnished by such Seller to the Purchaser Parties pursuant to this Agreement; or
(ii) The failure of such Seller to perform any covenant or agreement of such Seller under this Agreement.
(b) Subject to the other provisions of this Article IX, from and after the Closing, the Sellers shall, in the manner described in this Article IX, indemnify the Purchaser Indemnified Parties from and against Losses incurred by the Purchaser Indemnified Parties after the Closing resulting from or arising out of:
(i) The breach of or any inaccuracy in any representation or warranty made by the Company to the Purchaser Parties in Article IV or in any certificate furnished by the Company to the Purchaser Parties at or prior to the Closing pursuant to this Agreement;
(ii) (A) Taxes of the Acquired Companies for all Pre-Closing Tax Periods; (B) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor of an Acquired Company) is or was a member prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local law; and (C) Taxes of any Person imposed on any Acquired Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date;
(iii) Each of the matters described in Section 9.2(b)(v) or identified on Schedule 9.2(b)(iii) (individually, a “Special Indemnity Matter,” and collectively, “Special Indemnity Matters”);
(iv) The failure of the Company to perform any covenant or agreement of the Company to be performed at or prior to the Closing under this Agreement;
(v) Any event or circumstance occurring, or any fact that becomes known, in each ca...
Indemnification of Purchaser Indemnified Parties. Novoste shall indemnify, defend and hold harmless Purchaser, BMI, and their respective directors, officers, employees, and agents (collectively, the “Purchaser Indemnitees”) from and against any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”), that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the following:
(a) Any breach of any of the representations and warranties of Novoste made in this Agreement;
(b) Any breach of any covenant, obligation or agreement made by Seller in this Agreement;
(c) Any liabilities or obligations of Seller which are not Assumed Liabilities; or
(d) Any action, claim, suit or proceeding based on the failure of any party to comply with any applicable bulk transfer statute or any claim against Purchaser arising under any such statute or based upon any failure to comply with any such statute, so long as the liability that is the basis for such action, claim, suit or proceeding is not included in, does not relate to or is not otherwise part of the Assumed Liabilities, including, but not limited to, those related to the AEA Supply Agreement, the Patent Infringement Lawsuit Liability (if there has been no Claim Settlement as of the Closing) and the Royalty Agreements as set forth in this Agreement.
Indemnification of Purchaser Indemnified Parties. (a) Subject to Section 8.4 and the other provisions of this Article VIII, from and after the Closing, the Seller hereby agrees to reimburse, defend, indemnify and hold the Purchaser and its Affiliates and their respective directors, officers, managers, members, shareholders, partners, employees agents, representatives, successors, permitted assigns and stockholders (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Losses actually incurred by a Purchaser Indemnified Party after the Closing based upon, arising out of or resulting from:
(i) any breach or inaccuracy of any of the representations or warranties made by the Seller in Article III of this Agreement or by any Company Entity in Article IV of this Agreement;
(ii) any breach of, default under or failure to perform any covenant or agreement made by the Seller or any of the Company Entities in this Agreement;
(iii) any Indemnified Taxes.
(b) The Purchaser shall take and shall cause the Company Entities and their respective Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.
Indemnification of Purchaser Indemnified Parties. Seller shall indemnify, defend and hold harmless Purchaser, its directors, officers, employees, and agents (collectively, the “Purchaser Indemnitees”) from and against any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”), that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the following:
(a) Any breach of any of the representations and warranties of Seller made in this Agreement;
(b) Any breach of any covenant, obligation or agreement made by Seller in this Agreement;
(c) Fraud; or
(d) Third party claims, other than claims with respect to the Assumed Liabilities.
Indemnification of Purchaser Indemnified Parties. Each Shareholder, jointly and severally, covenants and agrees that he or she will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all losses, costs, expenses and damage claims that arise from, are based on, arise out of, or are attributable to (i) any breach of the representations and warranties of Target or any Shareholder or in certificates delivered by Target or any Shareholder in connection herewith; (ii) the nonfulfillment of any covenant or agreement on the part of Target or any Shareholder under this Agreement to be performed prior to the Closing or (iii) any liability under the Securities Act, the Exchange Act or other applicable Law which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating to Target or any Shareholder, or any of them, which is provided to Purchaser or its counsel in writing by the Target or any Shareholder or
Indemnification of Purchaser Indemnified Parties. From and after the Closing (but subject to the applicable provisions of this Article 9), each Company Unitholder (pro rata based on such Company Unitholder’s Applicable Percentage) shall, to the extent of the then-remaining amount in the Indemnity Escrow Fund, severally defend and indemnify the Purchaser, Merger Sub and their respective Affiliates (including, after the Closing, the Surviving Company and its Subsidiaries) and their respective officers, directors, shareholders, equityholders, partners, members, managers, employees, advisors, agents and other Representatives (collectively, the “Purchaser Indemnified Parties” against, and hold them harmless from, any and all Losses suffered or incurred by any of the Purchaser Indemnified Parties arising from or relating to:
(a) any breach of or inaccuracy in any of the representations and warranties contained in Article 5;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company, any other member of the Company Group or any Company Unitholder pursuant to this Agreement;
(c) any Sellers’ Transaction Expenses or Indebtedness of any member of the Company Group that, in either case, remains unpaid after the Closing and is not taken into account in the calculation of Aggregate Initial Consideration or in the payment made to Purchaser pursuant to Section 2.10(d)(i)(B); and
(d) any matter set forth on the “Indemnification Schedule” attached hereto.
Indemnification of Purchaser Indemnified Parties. Subject to the applicable provisions of Sections 7.01(a) and (b), each of the Company, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx, jointly and severally, covenants and agrees that he will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damage Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Company set forth herein or in certificates delivered in connection herewith, or (ii) any nonfulfillment of any covenant or agreement on the part of the Company under this Agreement (each such Damage Claim being a "Purchaser Indemnified Loss").
Indemnification of Purchaser Indemnified Parties. From and after the Closing, Parent and each other member of the Seller Group shall, jointly and severally, indemnify and hold harmless Purchaser and its Affiliates (including the Transferred Entities), and their respective Affiliates, stockholders, members, managers, directors, officers, employees, partners, successors and assigns of each of the foregoing (collectively, the “Purchaser Indemnified Parties”) from and against, and pay as incurred on behalf of (or reimburse), any and all Losses directly or indirectly arising out of, in connection with or related to:
(a) the breach of any representation or warranty of Parent or Seller contained in Article III of this Agreement or the certificate delivered pursuant to Section 8.2(d) (for the period such representation or warranty survives).
(b) any breach of, or failure to perform, any covenant or obligation of Parent or Seller contained in this Agreement;
(c) any Earn-out Obligations;
(d) any Excluded Liabilities; or
(e) the enforcement of the Purchaser Indemnified Parties’ rights under this Section 10.2.
