Indemnification of Purchaser Indemnitees. The Company shall indemnify, defend and hold the Purchaser and its respective officers, directors, partners, managing directors, affiliates, employees, agents, consultants, representatives, successors and assigns (each a "Purchaser Indemnitee") harmless from and against all Losses (as hereinafter defined) incurred or suffered by a Purchaser Indemnitee arising out of, relating to or resulting from (i) any breach of any of the representations or warranties made by the Company in this Agreement or in any of the other Transaction Documents or (ii) any breach of any of the covenants or agreements made by the Company in this Agreement or in any of the other Transaction Documents. Such right of indemnification shall be in addition to and not in lieu of any and all other rights and remedies available to the Purchaser at law or in equity.
Indemnification of Purchaser Indemnitees. Seller ---------------------------------------- and Prandium shall indemnify, save and keep Purchaser and its "Affiliates" (such term having the meaning set forth in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended), successors and permitted assigns, and their respective directors, officers, employees and agents, and the heirs, executors and personal representatives of each of the foregoing (each a "Purchaser Indemnitee" and collectively the "Purchaser Indemnitees"), harmless against and from all Damages sustained or incurred by any Purchaser Indemnitee on an after-Tax basis, as a result of or arising out of:
Indemnification of Purchaser Indemnitees. From and after the Closing, Parent shall, subject to the limitations in this Article IX, indemnify, save, defend and hold harmless the Purchaser Indemnitees from and against all Damages suffered, sustained or incurred by any of them until the expiration of the applicable survival period set forth in Section 9.1 resulting from, arising out of, or in connection with:
Indemnification of Purchaser Indemnitees. 43 SECTION 8.3
Indemnification of Purchaser Indemnitees. From and after the Closing Date, Seller shall indemnify, net of taxes, defend and hold harmless the Purchaser Indemnitees from and against and in respect of any Losses sustained, incurred or paid by any Purchaser Indemnitee in connection with, resulting from or arising out of: (a) any breach of a representation or warranty on the part of Seller under this Agreement, (b) any breach or nonfulfillment of any covenant or agreement on the part of Seller under this Agreement, (c) failure of Seller to convey or cause to be conveyed to Purchaser or its Affiliate, by transfer to Newco or otherwise, the Transferred Assets, (d) any Excluded Asset or (e) any liability or obligation arising out of or relating to the ownership or holding, as applicable, of the Transferred Assets or the operation of the Business prior to the Closing Date, except an Assumed Liability. All of the representations and warranties made by Seller in this Agreement shall survive the Closing for a period of *** months, except for those contained in (i) Sections 8(a), (b), (c), (d), (e), (j), and (o), which shall survive indefinitely and (ii) Sections 8(f), (y) and (bb), which shall survive until the expiration of the applicable statute of limitations. ***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. CONFIDENTIAL TREATMENT REQUESTED Exhibit 2.1 Redacted If an indemnification claim made by any Purchaser Indemnitee under this Section 25 involves a third party claim, such Purchaser Indemnitee shall (i) promptly notify Seller in writing of all relevant information concerning the third party claim known to such Purchaser Indemnitee (provided that failure to so notify Seller will only relieve the indemnification obligation if and to the extent such failure results in material prejudice with respect to such third party claim) and (ii) give Seller full opportunity to control the defense of such third party claim (using counsel reasonably acceptable to such Purchaser Indemnitee); provided that the Purchaser Indemnitee can participate in any proceeding to defend such third party claim, represented by counsel of its choosing, at its own cost and expense. If, after notice thereof, Seller fails to promptly assume the defense of a third party claim for which indemnification is claimed hereunder, or, after having assumed defense of such claim, fail to diligently conduct such defense, the Purchaser Indemnitee can assume the d...
Indemnification of Purchaser Indemnitees. Sellers, jointly and severally, shall indemnify the Purchaser Indemnitees against, and agree to hold the Purchaser Indemnitees harmless from, any and all Damages incurred or suffered by any Purchaser Indemnitee arising out of, with respect to or incident to the operation of, or any breach of any covenant or agreement pursuant to, this Section 22, or the designation, appointment and actions of the Stockholders' Committee pursuant to the provisions hereof, including without limitation, with respect to (x) actions taken by the Stockholders' Committee or any member thereof, and (y) reliance by any Purchaser Indemnitee on, and actions taken by any Purchaser Indemnitee in response to or in reliance on, the instructions of, notice given by or any other action taken by the Stockholders' Committee.
Indemnification of Purchaser Indemnitees. Prandium and ---------------------------------------- Seller, jointly and severally, shall indemnify, save and keep Purchaser and the Acquired Companies and their successors and permitted assigns, and their respective directors, officers, employees and agents, and the heirs, executors and personal representatives of each of the foregoing (each a "Purchaser Indemnitee" and collectively the "Purchaser Indemnitees"), harmless against and from all Damages (including Damages arising out of Third Party Claims (as defined below)) sustained or incurred by any Purchaser Indemnitee as a result of or arising out of:
Indemnification of Purchaser Indemnitees. (a) Subject to the limitations set forth in this Article VII, from and after the Closing and ending on the Representation Termination Date (other than with respect to the Target Companies Excluded Representations and the Benefit and Tax Representations, in which case the applicable survival period set forth in Section 7.1(b) shall apply, as well as any breach by a Target Company or the Subsidiary of any of its covenants contained in this Agreement that survive the Closing), Purchaser and the Target Companies and their respective successors and permitted assigns (collectively, the “Purchaser Indemnitees”), shall be entitled to reimbursement solely out of the Escrow Amount (except as otherwise provided for herein) and subject to the terms of the Escrow Agreement, for the amount of any and all out-of-pocket losses, costs, damages, claims, fines, penalties, expenses (including reasonable fees and expenses of outside attorneys), reasonable costs of investigation (including reasonable fees and expenses of outside accountants, consultants and experts reasonably engaged), amounts paid in settlement, court costs, and other expenses of litigation (but excluding any and all internal costs and expenses incurred by any party entitled to indemnification under this Article VII) (collectively, “Damages”) actually incurred by a Purchaser Indemnitee arising out of any breach of any representation or warranty of the Target Companies contained in this Agreement.
Indemnification of Purchaser Indemnitees. The Company agrees to indemnify and hold Purchaser and each of its directors, officers and affiliates (collectively, the "Purchaser Indemnitees") harmless against and in respect of any and all damages, losses, liabilities, obligations, costs, and expenses (including reasonable attorneys' fees) that the Purchaser Indemnitees may suffer or incur as a result of a breach by the Company of any of the representations, warranties or covenants set forth herein (notwithstanding any investigations made by or on behalf of the Purchaser Indemnitees).
Indemnification of Purchaser Indemnitees. Notwithstanding anything contained in this Agreement to the contrary, the rights of the Purchaser Indemnitees to indemnification under this Agreement are subject to the following additional terms: (a) Deductible; Cap. The Purchaser Indemnitees will not be entitled to recover any Losses pursuant to Section 7.2(a) until the total of all such Losses in respect of indemnification under Section 7.2(a) exceeds $1,350,000 (the “Deductible”). Subject to the
