Indemnification of the Seller Indemnified Parties. 10.3.1 Subject to the limitations set forth in this Section 10, Purchaser Group hereby agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Seller Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by Purchaser Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto, (ii) any breach of any covenant made by Purchaser Group in this Agreement or any Transaction Document or (iii) any Post Closing Liabilities.
10.3.2 If any Seller Indemnified Party becomes potentially entitled to any indemnification, the amount that such Seller Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows:
(i) first, no Losses in respect of indemnity claims under Section 10.3.1 (i) shall be payable until the total of all such Losses exceeds the Deductible, and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible;
(ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Seller Indemnified Parties party shall not be entitled to recover twice for the same Losses under this Section; and
(iii) third, the maximum aggregate liability of Purchaser Group in the case of indemnity claims under Section 10.3.1 (i) shall be $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability exceed the Purchase Price.
Indemnification of the Seller Indemnified Parties. From and after the Closing Date, Purchaser and the Company (but subject to the limits of Section 10.07 below) shall indemnify, defend and hold harmless Sellers and the Founders and each of their respective officers, equity holders, directors, employees, members, agents and Affiliates (the “Seller 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 Seller Indemnified Parties as the result of any of the foregoing, whether or not involving a Third-Party Claim (collectively, “Seller Losses”), incurred or suffered by any such Seller 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 Purchaser 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 guarantees executed by any Seller or any Founder in connection with Liabilities and Contracts of the Company and any Subsidiaries;
(c) any nonfulfillment of any covenant or agreement made by Purchaser 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, including, without limitation, the failure to pay the Working Capital True-Up Payment; and
(d) the matter referenced in Schedule 10.03(d).
Indemnification of the Seller Indemnified Parties. Buyer agrees to indemnify Seller and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns and hold each of them harmless against any Losses which any of them may suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with (a) the breach or inaccuracy by Buyer of any representation or warranty made by Buyer in any Transaction Document (or in any certificate delivered pursuant hereto by Buyer to the Members or the Company with respect thereto) or (b) the breach, non-compliance or non-performance of any covenant, agreement or obligation of Buyer contained in any Transaction Document. The Buyer shall not indemnify the Seller for a breach of any guarantees the seller may provide in the Modification Agreement.
Indemnification of the Seller Indemnified Parties. The Buyer and Almost Family, jointly and severally, agree to indemnify, defend and hold the Selling Parties and its officers, directors, partners, shareholders, agents and attorneys (collectively, "Seller Indemnified Parties") harmless from and against, and reimburse the Seller Indemnified Parties on demand for, any damage, loss, cost or expense (including reasonable attorneys' fees) incurred by a Seller Indemnified Party resulting from, or in any way related to, any of the following: (i) any breach of the Buyer's representations, warranties or covenants in this Agreement, or from any misrepresentation in, or omission by the Buyer under this Agreement; (ii) any brokerage or similar fee due to any agent of the Buyer; (iii) any federal, state or local tax liability or obligation arising with respect to the Buyer or the operation of the Business after the Closing; (iv) any liability of the Buyer or liability with respect to which the Purchased Assets are subject to, or obligation under the Assumed Contracts or Assumed Leases in each case accruing after the Closing; and (v) Buyer's operation of the Business after the Closing. The indemnification obligations of the Seller Indemnified Parties shall be limited to the Purchase Price and shall survive for a 36 month period after Closing, except for claims brought prior to such date.
Indemnification of the Seller Indemnified Parties. From and after the Closing, subject to, and in accordance with, the provisions of this Article X, the Buyers shall, on a joint and several basis, indemnify the Sellers and their Affiliates and the Sellers’ and their Affiliates’ respective officers, directors, employees or agents (collectively, the “Seller Indemnified Parties”), against, and hold them harmless from, any and all Losses actually suffered or incurred by any of the Seller Indemnified Parties to the extent arising from (a) any breach of, or any misrepresentation with respect to, any representations and warranties of the Buyers set forth in Article VII (to the extent related to any covenant or agreement of the Buyers to be performed after the Closing); or (b) any breach or violation of any covenant or agreement of the Buyers contained in this Agreement, in each case, to the extent such covenant or agreement is to be performed after the Closing.
Indemnification of the Seller Indemnified Parties. From and after the Closing, the Purchaser shall indemnify and defend each of the Seller, its Affiliates, and each of their respective officers, managers, employees or agents (collectively, the "Seller Indemnified Parties") (subject to, and in accordance with, the provisions of this Article VIII) against, and shall hold them harmless from and against, whether or not involving a Third Party Claim, any and all Losses suffered, incurred or sustained by any such Seller Indemnified Party to the extent arising from or relating to (a) any breach of, or any misrepresentation with respect to, any representation or warranty made by the Purchaser in this Agreement, and (b) any nonfulfillment or breach of any covenant of the Purchaser or the Company contained in this Agreement or in any document delivered hereunder requiring performance after the Closing; provided, that the Seller Indemnified Parties shall not be entitled to recover under Section 8.03(a) until the total amount which the Seller Indemnified Parties would otherwise recover under Section 8.03(a) (but for this proviso) exceeds on a cumulative basis an amount equal to the Deductible, and then only to the extent of any such excess.
Indemnification of the Seller Indemnified Parties. Buyer agrees to indemnify and hold harmless each of the Selling Securityholders and each officer, authorized representative, employee, consultant, limited partner, general partner or affiliate of any Selling Securityholder which is not a natural person (collectively, the "Seller Indemnified Parties" and together with Buyer Indemnified Parties, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with Buyer Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to any breach or default by Buyer of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith.
Indemnification of the Seller Indemnified Parties. From and after the Closing Date, subject to the limitations set forth in Section 10.4 and Section 10.5, the Purchaser will indemnify and hold harmless the Sellers and their respective Affiliates and their respective directors, officers, employees, agents, consultants, advisors or representatives (collectively, the “Seller Indemnified Parties”) from and against any and all Losses (other than Losses with respect to Taxes, for which the provisions of Section 11.1(b) will govern) of the Seller Indemnified Parties arising or resulting from (a) any breach of any representation or warranty of the Purchaser set forth in Article 6, or (b) any breach of any covenant or agreement of the Purchaser set forth in this Agreement.
Indemnification of the Seller Indemnified Parties. Subject to the limitations set forth in this Article IX, from and after the Closing, the Buyer shall indemnify and hold harmless, to the fullest extent permitted by Law, the Seller and its directors, employees, officers and Affiliates and their respective successors and assigns (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all Losses to the extent arising out of or incurred as a result of any of the following:
(a) any breach of, or inaccuracy in, (i) any representation or warranty made by the Buyer in any Transaction Document (other than any Buyer Fundamental Representation) or (ii) any Buyer Fundamental Representation or in any document delivered with respect thereto; or
(b) any breach or default in performance by the Buyer of any covenant or obligation of the Buyer contained in any Transaction Document.
Indemnification of the Seller Indemnified Parties. Subject to the other provisions of this Article VIII, from and after the Closing, the Purchaser shall indemnify, reimburse, defend and hold harmless the Seller Indemnified Parties from and against any and all Damages incurred, resulting or arising from the following:
(a) any breach of any representation or warranty made by the Purchaser in this Agreement;
(b) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or any Purchaser Ancillary Document and any breach by the Company of any covenant, agreement or undertaking in this Agreement or any Purchaser Ancillary Document required to be performed by the Company after the Closing;
(c) any Liability or obligation for (i) any Taxes imposed on the Company with respect to any periods after the Closing Date, including the portion of any Straddle Period after the Closing Date, (ii) any Taxes attributable to transactions or occurrences outside the Ordinary Course on the Closing Date and after the Closing, (iii) any Taxes for which Sellers are entitled to be indemnified pursuant to Section 6.3; and
