Indemnification of the Purchaser Indemnified Parties Sample Clauses

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 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: (a) any inaccuracy of any representation or the breach of any warranty made by any Seller Party in this Agreement or in any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (b) any nonfulfillment of any covenant or agreement made by any Seller Party in this Agreement or any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (c) all Liabilities incurred by, or otherwise arising or accruing with respect to, the Company and its Subsidiaries prior to the Closing Date, other than the following Liabilities: (i) Liabilities reflected on, or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statements; and (iii) Liabilities arising out of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing and accrued after the Closing; (d) any loss, Liability or expense of the Sellers’...
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Indemnification of the Purchaser Indemnified Parties. 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:
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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: (a) any breach or inaccuracy of any Fundamental Representations and Warranties; (b) [Intentionally Omitted]; (c) [*]; (d) any breach by the Company or the Stockholders of any covenant, agreement or undertaking made by the Company or the Stockholders in this Agreement (and any breach or inaccuracy of the representations and warranties of Section 4.10(b) solely with respect to any of Section 7.1(a)(ii), Section 7.1(a)(iii), Section 7.1(a)(v), Section 7.1(a)(vii), Section 7.1(a)(ix), Section 7.1(a)(x), Section 7.1(a)(xiii) or Section 7.1(a)(xx)); (e) the [*] that Purchaser pays on the Closing Date pursuant to Section 3.7(a) and Section 3.7(d); (f) (i) after taking into account Pre-Closing Benefits, any Taxes imposed on the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period and the portion of any Straddle Period through the end of the Closing Date, (ii) all Taxes of any member of an affiliated, consolidated combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of the Company or any of its Subsidiaries) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law or regulation, (iii) any and all Taxes of any Person (other than the Company or its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee, successor, by Contract (other than commercial agreements not primarily relating to Taxes, provided that the commercial agreement is not related to equity compensation, [*], or similar types of arrangements) or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing Date, and (iv) the Transfer Taxes for which the Stockholders are liable pursuant to Section 7.7 hereof; and (g) any claim made by any Holder with respect to such Holder’s Shares or Options, as applicable, and such Holder’s right to receive any Merger Consideration set forth in Article III hereof relating to (i) any inaccuracy, miscalculation or error in the conversion rights, calculations and payment amounts set forth i...
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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:
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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.
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Indemnification of the Purchaser Indemnified Parties. (a) From and after the Closing, the Purchaser and its Affiliates (including from and after the Closing, the Company) and each of their and their Affiliates' respective equityholders, members, managers, principals, partners, officers, directors, employees, agents, successors, assigns and representatives (collectively, the "Purchaser Indemnified Parties") shall be indemnified and held harmless out of the Indemnification Escrow Funds (subject to, and in accordance with, the provisions of this Section 11.02 and the Escrow Agreement) from, against and in respect of any and all losses, liabilities, damages, charges, claims, demands, actions, judgments, settlements, assessments, Taxes, interest, penalties, and costs and expenses (collectively, "Losses") suffered or incurred by any of the Purchaser Indemnified Parties related to or arising from: (i) any breaches of Pre-Closing Covenants; (ii) any liabilities of the Company or its Subsidiaries arising from audit and rate adjustments under contracts with the New York Department of Social Services and Human Resources Administration entered into prior to the Closing; (iii) any liabilities for overpayments to the Company or its Subsidiaries made prior to the Closing in respect of hospice businesses that are or will be required to be repaid under Medicare; (iv) any liabilities for employer shared responsibility payments in respect of periods prior to the Closing under the Affordable Care Act, including any amounts released to prior owners of Subsidiaries of the Company in respect of such liabilities pursuant to the terms of a prior acquisition agreement; and (v) any liabilities resulting from payroll tax filings made by A&B Homecare Solutions, LLC prior to the Closing; provided, that the Purchaser's right to assert claims against the Indemnification Escrow Funds pursuant to this Section 11.02(a) shall be subject to the following limitations: (i) the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.02(a) and Section 11.03 an aggregate amount in excess of the Indemnification Escrow Amount; (ii) the Purchaser Indemnified Parties shall only be entitled to recover under this Section 11.02(a) regarding Losses for Taxes with respect to taxable periods, or portions thereof, that end on or before the Closing Date; and (iii) the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.02(a) for any Loss to the extent such Loss was specifically taken into account in d...
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Indemnification of the Purchaser Indemnified Parties 
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Related to Indemnification of the Purchaser Indemnified Parties

  • Purchaser Indemnification 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such condition. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’s sole discretion. Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if the Phase I for any Property concludes that a Phase II is recommended, but the applicable Seller refuses permission for such Phase II (in such Seller's sole and absolute discretion), Purchaser may terminate this Contract pursuant to Section 3.2 prior to the expiration of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than One Million Dollars ($1,000,000.00) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) or commonwealth(s) in which the Properties are located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Indemnification of the Purchaser Subject to the provisions of this Section 4.6, SMSA will indemnify and hold the Purchaser and his representatives and agents (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Indemnified Parties As used in this Lease the term "Indemnified Parties" shall mean the Meditrust Entities, any Fee Mortgagee and their respective successors, assigns, employees, servants, agents, attorneys, officers, directors, shareholders, partners and owners.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

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