Indemnification of Seller Parties. Buyer shall defend, indemnify and hold harmless Seller from and against any and all Losses related to, caused by or arising from any (i) Assumed Liability or (ii) any misrepresentation with respect to Sections 5.1, 5.2 and 5.
Indemnification of Seller Parties. 8.2.1 From and after the Effective Time, Buyer shall indemnify the Seller Parties and their Affiliates and each of their respective stockholders, directors, officers, employees and agents (collectively, the “Seller Indemnitees”) against and hold the Seller Indemnitees harmless from:
(a) any Losses arising out of or caused by any inaccuracy in, or breach of, any of the representations and warranties made by Buyer in this Agreement;
(b) any Losses based upon, arising out of, or caused by, any breach or nonperformance of any covenant or obligation made or incurred by Buyer in this Agreement; and
(c) any Losses based upon, arising out of or caused by the Greenwood Lease Guaranty related to events occurring after the Effective Time.
8.2.2 The right of the Seller Indemnitees to indemnification, payment of Losses or other remedy based on Buyer’s representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation.
Indemnification of Seller Parties. Subject to the other provisions of this ARTICLE 9, Xxxxxxxxx agrees to indemnify each Seller Party and their respective directors, managers, officers, employees, equity holders, successors and assigns (the “Seller Indemnified Persons”), and agrees to defend and hold harmless the Seller Indemnified Persons, from and against any and all Damages suffered or incurred by any such Seller Indemnified Person with respect to, arising from or in connection with: (a) any breach or inaccuracy of any of the representations or warranties by Purchaser in this Agreement; (b) any breach or non-fulfillment of any covenant to be performed by Purchaser as expressly set forth in this Agreement; or (c) Fraud.
Indemnification of Seller Parties. (a) Subject to the limitations set forth in Section 6.1(b) below, Buyers shall jointly and severally indemnify and hold harmless the Principal Shareholder, the Company, and the shareholders of the Company other than the Principal Shareholder (the "Other Shareholders") (the Principal Shareholder, the Company and the Other Shareholders collectively, the "Seller Parties") against the following liabilities, obligations, claims, losses, contingencies, damages (including enhanced damages with respect to intellectual property matters), costs, and expenses, including all court costs and reasonable attorneys' fees (exclusive of the Seller Parties' or the Buyers', as applicable, incidental and consequential damages) (together, "Losses").
(i) any Losses incurred by the Seller Parties resulting from a breach of the representations and warranties of the Acquisition Sub set forth in Article III;
(ii) any Losses incurred by the Seller Parties resulting from the operations of Acquisition Sub and/or use of the Assets subsequent to the Closing;
(iii) any Losses incurred by the Seller Parties resulting from the Assumed Liabilities (except that with respect to an indemnification event which requires Buyers to make payment directly to Seller Parties, Buyers shall be entitled to exercise a right of setoff against amounts which the Seller Parties owe to Buyers pursuant to the provisions of Section 6.3, regardless of the time limitations set forth in Section 6.4);
(iv) all Indemnifiable Income Taxes (as hereafter defined) with respect to the portion of the year 2000 commencing on January 1, 2000 and ending on the day immediately prior to the Closing Date (the "2000 Stub Year") and for calendar years 1999 and prior. As used herein, the term "Indemnifiable Income Taxes" means 80% of the income Taxes payable by such Seller Party (assuming a 43% combined Federal and state tax rate) solely as a result of any error by the Company that does not constitute a knowing and willful error (including any adjustment resulting from an audit) in computing its taxable income for the period in question. Without limiting the foregoing, "Indemnifiable Income Taxes" (A) will not include failures by the Company to distribute sufficient cash to pay taxes; (B) will not include misallocation of taxable income among the
Indemnification of Seller Parties. 28 SECTION 12.3 NOTIFICATION AND DEFENSE OF CLAIMS.................................. 29 SECTION 12.4 LIMITATIONS ON CLAIMS............................................... 30 SECTION 12.5 INVESTIGATIONS...................................................... 31 SECTION 12.6
Indemnification of Seller Parties. Subject to the limitations set forth in this Article XII, Purchaser hereby agrees to indemnify, defend and hold harmless Seller, Seller's Affiliates and their respective officers, directors, members, (general and limited) partners, shareholders, employees, agents and representatives (collectively, the "Seller Indemnified Parties") from and against all Damages asserted against or incurred by the Seller Indemnified Parties or any of them arising out of or in connection with or resulting from any breach of, misrepresentation associated with or failure to perform under any covenant, representation, warranty or agreement under this Agreement or the other agreements contemplated hereby on the part of Purchaser.
Indemnification of Seller Parties. From and after the Closing and subject to the limitations contained herein, Xxxxx shall indemnify, hold harmless, pay and reimburse the Seller Parties and each of their respective trustees, beneficiaries, Affiliates, successors and assigns (collectively, the “Seller Indemnitees”), from and against any Losses suffered or incurred by any Seller Indemnitee on account of, arising from or in connection with any
(a) inaccuracy in or breach of any of the representations and warranties, or breach or nonperformance of any of the covenants, undertaking or other agreements made by Buyer herein or in any certificate, instrument or other document delivered by Buyer in connection with this Agreement;
(b) any breach or nonperformance of any of the covenants, undertakings or other agreements made by Buyer or the Company herein or in any certificate, instrument or other documents delivered by Buyer in connection with this Agreement; and
(c) the operation of the Company subsequent to Closing. Buyer does not make and shall not be deemed to have made, nor is the Sellers relying upon, any representation, warranty, covenant or obligation, other than those representations, warranties, covenants and obligations that are expressly set forth in this Agreement.
Indemnification of Seller Parties. Buyers shall, jointly and severally, defend, indemnify and hold harmless Sellers and Stockholders from and against any and all Losses related to, caused by or arising from any (a) Assumed Liability, or (b) misrepresentation, breach of warranty or failure to fulfill any covenant or agreement contained herein by Buyers or in any other agreement, instrument or other document delivered pursuant hereto by Buyers, and any and all claims made based upon facts alleged that, if true, would have constituted any such misrepresentation, breach or failure. All rights herein are cumulative and are in addition to all other rights and remedies which are otherwise available. All indemnification obligations shall be deemed made in favor of and shall include Losses incurred by, any of Sellers’ or Stockholder’s officers, directors, agents, representatives, subsidiaries, parents, affiliates, successors and assigns.
Indemnification of Seller Parties. From and after the Closing, subject to the limitations, terms and conditions of this Article VI, to the greatest extent allowed by applicable Law, Buyer shall defend, indemnify and hold harmless the Seller Parties and their respective directors, officers, employees, parent companies, subsidiaries and affiliates (collectively, “Seller Indemnitees”) from and against any and all Losses, whether or not arising from a third party claim, that arise out of or relate to:
(a) Any inaccuracy in or breach of any warranty or representation made by Buyer in this Agreement;
(b) Any breach of any covenant or agreement made by Buyer in this Agreement; or
(c) The Assumed Liabilities.
Indemnification of Seller Parties. Subject to, and only to the extent provided in, this Article 10, from and after the Closing, Buyer will indemnify and defend the Seller Parties against, and hold the Seller Parties harmless from, all Losses incurred or suffered by any Seller Party to the extent caused by: (a) a breach by Buyer of any representation or warranty in Article 4; or (b) a breach, non-fulfillment, or nonperformance by Buyer of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement.
