Indemnification of the Purchaser Indemnified Parties. Subject to the other provisions of this ARTICLE X (including Section 10.2(d)), Section 7.7(j) and Section 7.7(g), from and after the Closing, the Stockholders shall indemnify, reimburse, defend and hold harmless the Purchaser Indemnified Parties from and against any and all direct or indirect Losses incurred, resulting or arising from:
Indemnification of the Purchaser Indemnified Parties. Subject to the conditions and limitations contained in this Agreement, from and after the Effective Time, Sellers, the Holder and the Shareholder Trust (the “Seller Indemnifying Parties”) shall jointly and severally defend, indemnify and hold harmless Purchasers, their Affiliates and their respective successors and the respective shareholders, officers, directors, employees and agents of each such indemnified Person (collectively, the “Purchaser Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Purchaser Indemnified Party arising out of, resulting from, based upon or related to (a) any breach of or inaccuracy in any representation or warranty made by Sellers, the Holder or the Shareholder Trust in this Agreement or in any of the Transaction Documents or, in the case of a Third Party Claim, any allegation that, if true, would constitute such a breach or inaccuracy; (b) any breach or other failure by Sellers, the Holder or the Shareholder Trust to comply with the covenants or agreements required to be performed by Sellers, the Holder or the Shareholder Trust under this Agreement, the Transaction Documents or any document or other instrument delivered by Sellers, the Holder or the Shareholder Trust pursuant to this Agreement; (c) if applicable, the aggregate dollar amount by which the Actual Closing Working Capital is less than the Estimated Closing Working Capital (the “Negative Adjustment Amount”); provided, that written notice of such amount is given by Purchaser to TGI within ninety (90) days after the Closing Date; (d) the Excluded Liabilities; (e) any Debt not discharged at or prior to the Closing pursuant to SECTION 2.3(a); (f) any Change of Control Payments not discharged at the Closing or discharged pursuant to SECTION 7.9; (g) any Third-Party Expenses not discharged at or prior to the Closing; (h) Technology or Intellectual Property Rights that both (i) are or have been used in the Technology Solutions Segment and (ii) UIEvolution, Inc. or any successor thereof owns or has claimed to own or to have rights to or claims on of any kind or nature whether by Contract, operation of law, or otherwise (including the Technology and Intellectual Property Rights that were licensed under the UIE License Agreement) and (i) any claims arising out of, resulting from, based upon or related to UIEvolution, Inc.’s relationship with TGI, TGT or the transactions contemplated by this Agreement or...
Indemnification of the Purchaser Indemnified Parties. 5.1 Subject to the limitations set out in §4.6(b), and §5.3 through §5.14, the Vendor covenants and agrees with the Purchaser to indemnify the Purchaser and/or the Target (as applicable) (collectively, the “Purchaser Indemnified Parties”) against all liabilities, claims, demands, actions, causes of action, damages, losses, costs and expenses (including legal fees on a solicitor and own client basis) suffered or incurred by the Purchaser Indemnified Parties (as applicable), directly or indirectly, by reason of or arising out of or with respect to:
Indemnification of the Purchaser Indemnified Parties. From and after the Closing Date, each of the Sellers and Founders, jointly and severally (but subject to the limits of Section 10.07 below), shall indemnify, defend and hold harmless Purchaser and each of its officers, equity holders, directors, employees, members, agents and Affiliates (the “Purchaser Indemnified Parties”) against any and all losses, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and EXECUTION COPY similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as the result of any of the foregoing, whether or not involving a Third-Party Claim (collectively, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, or resulting from:
Indemnification of the Purchaser Indemnified Parties. (a) Subject to the limitations set forth in this Article VIII, from and after the Closing, the Seller Indemnifying Parties agree, severally and not jointly (except, notwithstanding anything contrary set forth in this Agreement, (x) to the extent of the Holdback Amount, to which the Seller Indemnifying Parties hereby agree jointly and severally and (y) the Selected Sellers, each of which agree to provide such indemnification on a joint and several basis), 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:
Indemnification of the Purchaser Indemnified Parties. (a) From and after the Closing Date, subject to the limitations set forth in Section 11.3 and Section 11.6, the Shareholders will jointly and severally indemnify and hold harmless the Purchaser (including the Company after the Closing), the officers and directors of the Purchaser, and their respective successors and assigns (other than Persons who were officers, directors, managers, employees, agents, partners, Representatives, successors and assigns of the Company immediately prior to the Closing) (collectively, the “Purchaser Indemnified Parties”) from and against, any and all Losses incurred or sustained by, or imposed upon, any of the Purchaser Indemnified Parties based upon, arising or resulting from (a) any breach of any representation or warranty of the Shareholders set forth in Article II, Article III or Article IV or in any related certificate or instrument delivered by or on behalf of the Shareholders or the Company pursuant to this Agreement, (b) any breach of any covenant or agreement of the Shareholders or the Company set forth in this Agreement or (c) any penalties or liabilities incurred by Company or Purchaser for the failure to have its own separate environmental license issued by the municipality council of Sant Cugat del Xxxxxx (the “Permit Failure”).
Indemnification of the Purchaser Indemnified Parties. Subject to the limitations set forth in this Article IX, from and after the Closing, each Seller (severally and not jointly and, in the case of Sections 9.2(a), 9.2(b), 9.2(c), 9.2(i), 9.2(j), 9.2(k) and 9.2(n) below, in proportion to its respective Pro Rata Percentage) agrees that the Purchaser Indemnified Parties shall be entitled to indemnification for any and all Losses (without duplication) that are suffered by, imposed upon or asserted against any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
Indemnification of the Purchaser Indemnified Parties. From and after the Closing, the Purchaser, its Affiliates (including the Company and its Subsidiaries), and each of their respective officers, directors, managers, employees and agents (collectively, the "Purchaser Indemnified Parties") shall be indemnified (subject to, and in accordance with, the provisions of this Article VIII and the Escrow Agreement) against, and held harmless from and against, whether or not involving a Third Party Claim, any and all loss, liability, damage, judgment, award, fine, penalty, fee, cost, expense or amount paid in settlement (including reasonable legal fees) ("Losses") suffered, incurred or sustained by any of the Purchaser Indemnified Parties to the extent arising from or relating to (x) any breach of, or any misrepresentation with respect to, any of the representations and warranties expressly and specifically set forth in Article III and Article IV or Indemnified Taxes or (y) any breach of any covenant of the Seller contained in this Agreement which is to be performed on or after the Closing; provided, that the Purchaser's right to assert claims against the Indemnification Escrow Funds, pursuant to this Section 8.01 shall be subject to the following limitations:
Indemnification of the Purchaser Indemnified Parties. From and after the Closing Date, subject to the limitations set forth in Section 10.4 and Section 10.5, the Sellers shall indemnify and hold harmless the Purchaser and its Affiliates, including for this purpose the Acquired Companies, and their respective directors, officers, employees, agents, consultants, advisors and representatives (collectively, the “Purchaser Indemnified Parties”) from and against any and all Losses (other than Losses with respect to Taxes, for which the provisions of Section 11.1(a) will govern) of the Purchaser Indemnified Parties arising or resulting from (a) any breach of any representation or warranty of (i) the Sellers set forth in Article 4, (ii) the Company set forth in Article 5 or (iii) in any certificate delivered pursuant to this Agreement (in each case, except in the case of Section 5.5 and the first sentence of Section 5.7, read without regard to all references to “material”, “Material Adverse Effect” or similar qualifications as to materiality set forth therein) or (b) any breach of any covenant or agreement of the Sellers or the Company set forth in this Agreement.
Indemnification of the Purchaser Indemnified Parties. Subject to the other provisions of this Article VIII, from and after the Closing, the Sellers shall indemnify, reimburse, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Damages incurred, resulting or arising from the following:
