Common use of Indemnification of Sellers Clause in Contracts

Indemnification of Sellers. From and after the Closing Date, Purchaser hereby agrees to indemnify, defend and hold harmless Sellers and their Affiliates from and against any and all Losses resulting or arising from claims asserted within the period specified in Section 11.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy or breach of any representation or warranty of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a Party; (b) any breach of any covenant or agreement of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify shall not effect the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification of Sellers. From (a) Subject to the terms and after conditions set forth in Section 8.3, the Closing Date, Purchaser hereby agrees to indemnify, defend indemnify and hold harmless Sellers the Sellers, the Companies and each of their Affiliates from respective officers, directors, employees, counsel, and agents, (collectively, the "Seller Indemnitees"), on an after-tax basis against and in respect of any and all Losses resulting or Claims as and when incurred, arising from claims asserted within the period specified in Section 11.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy or any breach of any representation representation, warranty, covenant, or warranty agreement of the Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a Party; any document or instrument delivered in connection with this Agreement. (b) any breach Each Seller Indemnitee shall give the Purchaser prompt notice of any covenant or agreement Claim on the basis of Purchaser contained in this Agreement or an Attendant Document which such Seller Indemnitee intends to which Purchaser is a party; or seek indemnification (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning but the obligations of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify shall not effect be conditions upon receipt of such notice, except to the obligation extent that the indemnifying party is actually prejudiced by such failure to indemnify unless material prejudice results therefromgive notice). Republic The Purchaser shall have the right to afford Purchaser the opportunity to promptly assume the defense of any Seller Indemnitee, with counsel reasonably satisfactory to such Seller Indemnitee, and the fees and expenses of such counsel shall be at the sole cost and expense of the Purchaser. Notwithstanding the foregoing, any Seller Indemnitee shall be entitled, at his or its expense, to employ counsel separate from counsel for the Purchaser and from any other party in such action, proceeding, or investigation. No Seller Indemnitee may agree to a settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim a Claim without the prior written consent approval of Republicthe Purchaser, which consent approval shall not be unreasonably withheld, conditioned or delayed.

Indemnification of Sellers. From and after Subject to the Closing Dateprovisions of this Article 8, Purchaser hereby agrees to Buyer shall indemnify, defend defend, save and hold harmless keep Sellers and their respective Affiliates (other than the Acquired Companies), and their respective successors and assigns (collectively, the “Seller Indemnitees”) harmless against and from and against any and all Losses resulting Damages sustained or arising from claims asserted within incurred by Seller Indemnitees to the period specified in Section 11.1 insofar as such Losses extent they are a result of, arise out of or are based upon by virtue of (ai) the inaccuracy any misrepresentations or breach of any representation or warranty of Purchaser contained set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a Party; be furnished to Sellers pursuant hereto or in any closing document delivered by Buyer to Sellers in connection herewith or (bii) any breach non-fulfillment of any covenant or agreement on the part of Purchaser contained Buyer, set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, be furnished to Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control pursuant hereto or in their possession. Failure any closing document delivered by Buyer to so notify shall not effect Seller in connection herewith (other than claims made under the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, Note which consent shall not be unreasonably withheldsubject to this Article 8). Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, conditioned warranty or delayedcovenant has occurred), each of the representations, warranties and covenants made by any party in this Agreement or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Sellers. From and after Subject to the Closing Dateprovisions of this Article 8, Purchaser hereby agrees to Buyer shall indemnify, defend defend, save and hold harmless keep Sellers and their respective Affiliates (other than the Acquired Companies), and their respective successors and assigns (collectively, the “Seller Indemnitees”) harmless against and from and against any and all Losses resulting Damages sustained or arising from claims asserted within incurred by Seller Indemnitees to the period specified in Section 11.1 insofar as such Losses extent they are a result of, arise out of or are based upon by virtue of (a) the inaccuracy any misrepresentations or breach of any representation or warranty of Purchaser contained set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a Party; be furnished to Sellers pursuant hereto or in any closing document delivered by Buyer to Sellers in connection herewith or (b) any breach non-fulfillment of any covenant or agreement on the part of Purchaser contained Buyer, set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, be furnished to Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control pursuant hereto or in their possession. Failure any closing document delivered by Buyer to so notify shall not effect Seller in connection herewith (other than claims made under the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, Note which consent shall not be unreasonably withheldsubject to this Article 8). Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, conditioned warranty or delayedcovenant has occurred), each of the representations, warranties and covenants made by any party in this Agreement or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Sellers. From and after the Closing Date, Purchaser hereby agrees to indemnify, defend and hold harmless The Sellers and their Affiliates from Warrantor, jointly and severally, agree to indemnify Holdings and each of its shareholders, officers and directors against any and all Losses resulting loss, damage, or arising from claims asserted within the period specified in Section 11.1 insofar expense, (including but not limited to reasonable attorneys' fees) ("Damages"), incurred or sustained by Holdings or any of its shareholders, officers or directors as such Losses arise out a result of or are based upon (a) the inaccuracy or any breach of any representation term, provision, covenant or warranty of Purchaser agreement contained in this Agreement by the Sellers or an Attendant Document to which Purchaser is a PartyWarrantor; (b) any breach inaccuracy in any of any covenant the representations or agreement warranties made by the Sellers or Warrantor in Article II of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a partyAgreement; or (c) any Assumed Liabilitiesinaccuracy or misrepresentation in any certificate or other document or instrument delivered by the Sellers or the Company in accordance with any provision of this Agreement. The obligations of the Sellers and Warrantor as set forth in Section 11.1(b) shall be subject to and limited by the following: (i) No claim for Damages shall be made until the cumulative amount of such Damages shall equal or exceed $175,000; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify such limitation shall not effect apply to any Damages resulting from violations under Sections 2.2, 2.4, 2.12, 2.14, 2.18, 2.20, 2.23 or 2.24 hereof, or from intentional or fraudulent actions, misrepresentations or breaches; (ii) Holdings shall give written notice to the obligation Sellers stating specifically the basis for the claim for Damages, the amount thereof and shall tender defense thereof to indemnify unless material prejudice results therefrom. Republic the Sellers as provided in Section 11.2; (iii) In addition to any other remedy, Holdings shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republicbe entitled, which consent but shall not be unreasonably withheldobligated, conditioned to offset all such claims for Damages against any obligation of Holdings to Sellers now or delayedhereafter existing including, without limitation, payments of principal or interest in the order of installments due on the Subordinated Note delivered pursuant to Section 1.2(b); and (iv) Warrantor shall be liable jointly and severally for Damages under this Section 11.1 only to the extent she has received a portion of the Purchase Price from any of the Sellers and her liability shall be limited to the amount of the Purchase Price received. For purposes hereof, any transfer of property from any Seller to Warrantor after the Closing Date shall be deemed Purchase Price.

Indemnification of Sellers. From and after Subject to the Closing Dateprovisions of this Article 8, Purchaser hereby agrees to Buyer shall indemnify, defend defend, save and hold harmless keep Sellers and their respective Affiliates (other than the Company), and their respective successors and assigns (collectively, the “Seller Indemnitees”) harmless against and from and against any and all Losses resulting Damages sustained or arising from claims asserted within incurred by Seller Indemnitees to the period specified in Section 11.1 insofar as such Losses extent they are a result of, arise out of or are based upon by virtue of (a) the inaccuracy any misrepresentations or breach of any representation or warranty of Purchaser contained set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a Party; be furnished to Sellers pursuant hereto or in any closing document delivered by Buyer to Sellers in connection herewith, or (b) any breach non-fulfillment of any covenant or agreement on the part of Purchaser contained Buyer, set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a party; be furnished to Sellers pursuant hereto or (c) in any Assumed Liabilities; provided, however, that within sixty (60) days after learning closing document delivered by Buyer to Sellers in connection herewith. Such obligations apply regardless of the assertion presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any third party claim against which any Seller claims indemnification under in this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control Agreement or in their possession. Failure any certificate or other instrument delivered pursuant hereto, shall be deemed to so notify shall not effect have been made without the obligation inclusion of limitations or qualifications as to indemnify unless material prejudice results therefrom. Republic shall have materiality such as the right to afford Purchaser word “material,” if with the opportunity to assume the defense or settlement inclusion of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without limitation or qualification the prior written consent of Republicrepresentation, which consent shall not be unreasonably withheld, conditioned warranty or delayedcovenant was breached.

Indemnification of Sellers. From and after (a) Subject to the Closing Datelimitations contained in this Section 10.3, Purchaser hereby Buyer agrees to indemnify, defend and hold harmless Sellers and any of their Affiliates Affiliates, directors, officers, employees, agents, advisors, representatives, successors and assigns (each, a "SELLER INDEMNIFIED PARTY") from and against any and all Losses resulting or arising from claims asserted within the period specified in Section 11.1 insofar as incurred by any such Losses Seller Indemnified Party which arise out of of, or are based upon result from, (ai) the any material inaccuracy in or any material breach of any representation representation, warranty, covenant or warranty agreement of Purchaser Buyer contained in this Agreement or an Attendant Document in the officer's certificate delivered by Buyer pursuant to which Purchaser is a Party; Section 8.2(e), in each case, without taking into account any qualification as to materiality or material adverse effect or like qualification contained in any such representation, warranty, covenant or agreement, (ii) any Assumed Liability, (iii) Buyer's use of any Retained Names and Marks pursuant to Section 9.4 or (iv) Liabilities (other than Excluded Liabilities) incurred by Buyer resulting from the operation of the Business, including with respect to ATPG, on and after the Closing Date, provided that, notwithstanding anything in this Agreement to the contrary, Buyer shall have no obligation to indemnify any Seller Indemnified Party for any of ATPG's obligations described in Section 2.9 of this Agreement except to the extent expressly agreed to by Buyer in such Section 2.9. (b) any breach Payments by Buyer to a Seller Indemnified Party pursuant to subsection (a) of Section 10.3(a) of this Agreement shall be limited to the amount of any covenant Loss that remains after deducting therefrom any Tax benefit to such Seller Indemnified Party or agreement of Purchaser contained in this Agreement any Affiliate thereof and any insurance proceeds and any indemnity, contribution or an Attendant Document to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify shall not effect the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, which consent shall not be unreasonably withheld, conditioned or delayed.other

Indemnification of Sellers. From The Sellers, jointly and severally, agree to indemnify Holdings and each of its shareholders, officers and directors for a period of 28 months after the Closing DateDate (or for a longer period if the representation still survives under Section 12.4), Purchaser hereby agrees to indemnify, defend and hold harmless Sellers and their Affiliates from and against any and all Losses resulting loss, damage, or arising from claims asserted within the period specified in Section 11.1 insofar expense, (including but not limited to reasonable attorneys' fees) ("Damages"), incurred or sustained by Holdings or any of its shareholders, officers or directors as such Losses arise out a result of or are based upon (a) the inaccuracy or any breach of any representation term, provision, covenant or warranty of Purchaser agreement contained in this Agreement or an Attendant Document to which Purchaser is a Partyby the Sellers; (b) any breach inaccuracy in any of any covenant the representations or agreement warranties made by the Sellers in Article II of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a partyAgreement; or (c) any Assumed Liabilitiesinaccuracy or misrepresentation in any certificate or other document or instrument delivered by the Sellers or any of the ADCM Companies in accordance with any provision of this Agreement; or (d) the presence of Hazardous Materials on, in, or under the property located at 000 Xxxxxx Xxxxxx in Syracuse, New York (aka Tyson Place) or the property located at 0000 Xxxx Xxxxxx Xxxx in East Syracuse, New York. The obligations of the Sellers as set forth in this Section 11.1 shall be subject to and limited by the following: (i) No claim for Damages shall be made until the cumulative amount of such Damages shall equal or exceed $500,000, at which point the full amount of such claim(s) for Damages may be made without deduction of any kind; provided, however, that within sixty (60) days after learning in no event shall the aggregate indemnification obligation of Sellers hereunder exceed the amount of the assertion Purchase Price; and further provided, however, that such limitations shall not apply to any Damages resulting from (a) violations under Sections 2.2, 2.4, 2.14, 2.23 or 2.24 hereof, (b) the presence of Hazardous Materials on, in or under the property located at 000 Xxxxxx Xxxxxx in Syracuse, New York (aka Tyson Place) or the property located at 0000 Xxxx Xxxxxx Xxxx in East Syracuse, New York, (c) violations under Section 2.18 related to or arising from (i) any written or unwritten employee benefit plan or arrangement which is not disclosed in Exhibit 2.18, (ii) any employee benefit plan or arrangement sponsored by Staff Leasing of Texas, L.P. for employees leased by Jencoil, WMP, and/or Sermed USA, (iii) the effect(s) under Section 410(b) of the Code of any third party leased employees and/or (iv) any employee benefit plan, arrangement or requirement related to Sermed or ADCM-Germany, or (d) from intentional or fraudulent actions, misrepresentations or breaches; (ii) Holdings shall give written Notice to the Sellers stating specifically the basis for the claim against which for Damages, the amount thereof and shall tender defense thereof to the Sellers as provided in Section 11.3; and (iii) In addition to any Seller claims indemnification under this Article XIother remedy, Sellers Holdings shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosingbe entitled, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify shall not effect the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, which consent but shall not be unreasonably withheldobligated, conditioned to offset all such claims for Damages against any obligation of Holdings to Sellers now or delayedhereafter existing including, without limitation, payments in the order of installments due under the Contingent Purchase Price Plan set forth in Section 1.2(b). Notwithstanding the foregoing, any dispute between Sellers and Holdings concerning the validity of any claim for Damages shall be resolved in accordance with the provisions of Section 12.7(b). Holdings shall hold its claim for Damages in abeyance and not exercise its right of set-off hereunder until any disputed claim has been finally resolved in accordance with the provisions of Section 12.7(b).