Indemnification of the Seller Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Buyer will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) any breach by the Buyer of, or inaccuracy in, its representations and warranties set forth in Article IV; (b) any breach or nonfulfillment of any covenant or agreement on the part of the Buyer and, from and after the Closing, the Company under this Agreement, or (c) any Taxes of the Acquired Entities which are not subject to indemnification pursuant to Section 8.2(e) (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”). THE INDEMNIFICATION PROVISIONS IN THIS SECTION 8.3 ARE EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR STRICT LIABILITY OR ILLEGAL CONDUCT ON THE PART OF THE SELLER INDEMNITEES OR WHETHER DAMAGES ARE ASSERTED IN CONTRACT, QUASI-CONTRACT, BREACH OF REPRESENTATION AND WARRANTY (EXPRESS OR IMPLIED), PERSONAL INJURY OR OTHER TORT, UNDER LAW OR OTHERWISE.
Indemnification of the Seller Indemnitees. (a) Subject to the terms of this Article VI, from and after the Closing, Buyer shall indemnify, save and hold harmless each Seller and each of such Seller’s Affiliates (collectively, the “Seller Indemnitees” and together with the Buyer Indemnitees, “Indemnitees”), from and against any and all Damages to the extent incurred in connection with, arising out of or resulting from:
(i) any breach of any representation or warranty or the inaccuracy of any representation made by Buyer in or pursuant to Article IV of this Agreement, in the Ancillary Agreements or in any certificate delivered by or on behalf of Buyer pursuant hereto (other than the Buyer Carve-Out Representations), in each case, without giving effect to any materiality qualifications or similar phrases for purposes of determining the Damages resulting from, arising out of or relating to a breach (but not whether there is a breach);
(ii) any breach of any of the Buyer Carve-out Representations or any inaccuracy of any Buyer Carve-Out Representation made by Buyer in or pursuant to the Agreement or any certificate delivered by or on behalf of Buyer pursuant hereto, in each case, without giving effect to any materiality qualifications or similar phrases for purposes of determining the Damages resulting from, arising out of or relating to a breach (but not whether there is a breach);
(iii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement or in any Ancillary Agreement;
(iv) other than matters (a) for which a Buyer Indemnitee is entitled to indemnification pursuant to Section 6.2(a) without regard to any limitations herein and (b) subject to indemnification pursuant to Section 12.4(b) of the Transition Services Agreement or that otherwise arise pursuant to any Service Provider’s (as defined in the Transition Services Agreement) provision of Services (as defined in the Transition Services Agreement) pursuant to the Transition Services Agreement, Buyer’s operation of the Business and ownership of the Acquired Assets from and after the Closing; and
(v) other than matters for which a Buyer Indemnitee is entitled to indemnification pursuant to Section 6.2(a) without regard to any limitations herein, any Assumed Liabilities.
Indemnification of the Seller Indemnitees. Cyrk agrees to defend, indemnify and hold harmless each Shareholder and their respective successors and assigns (individually, a "SELLER INDEMNITEE", and collectively, the "SELLER INDEMNITEES"), against and in respect of:
(i) any and all Losses caused by, resulting or arising from or otherwise relating to any failure of any representation or warranty made by Cyrk in this Agreement to be true and correct as of the date hereof (or, if a representation or warranty speaks as of another date, as of such other date); and
(ii) any and all Losses caused by, resulting or arising from or otherwise relating to any failure by Cyrk or Sub to perform or otherwise fulfill or comply with any undertaking, agreement or obligation to be performed, fulfilled or complied with by Cyrk or Sub prior to or after the Closing.
Indemnification of the Seller Indemnitees. From and after the Closing Date and subject to the limitations set forth in this Agreement, the Purchaser shall indemnify, defend and hold the Seller, its Affiliates and each of their respective directors, managers, officers, members, shareholders, partners, employees, agents, representatives, lenders, successors and assigns (collectively, the “Seller Indemnitees”) harmless from Losses suffered or incurred by such Seller Indemnitee based upon, arising out of, with respect to or by reason of: (a) the failure of any representations or warranties contained in Article IV in this Agreement to be true and correct as of the date such representation or warranty was made and as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure to be true and correct as of such date), in each case without giving effect to any qualifications as to materiality, material adverse effect or similar qualifications contained in such representations and warranties; and (b) any breach by the Purchaser of any of its covenants or agreements contained in this Agreement. 7.4
Indemnification of the Seller Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Buyer will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) breach of any representations and warranties of the Buyer set forth in Article IV; (b) any breach or nonfulfillment of any covenant or agreement on the part of the Buyer under this Agreement; and (c) the Assumed Liabilities (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”).
Indemnification of the Seller Indemnitees. From and after the Closing Date, and subject to the limitations set forth in this Agreement, Buyer and the Companies shall jointly and severally indemnify, defend and hold Sellers, Sellers’ Representative, their Representatives and Affiliates, each of their respective equityholders, members, partners, officers, directors, managers, employees, agents, Affiliates, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) harmless from Losses actually suffered or incurred by such Seller Indemnitee as a direct result of:
(a) any breach of any representations or warranties contained in Article V or in any certificate or other document delivered pursuant to this Agreement; and
(b) any breach by Buyer of any of its covenants or agreements contained herein to be performed at or prior to the Closing or in any certificate or other document delivered pursuant to this Agreement.
Indemnification of the Seller Indemnitees. Buyer shall indemnify, defend and hold harmless each of the Sellers (the “Seller Indemnitees”; each Buyer Indemnitee and each Seller Indemnitee, as the context requires, are each sometimes referred to herein as an “Indemnified Party” or an “Indemnifying Party”), from and against the entirety of any Losses such Person may suffer, sustain or become subject to (“Seller Indemnifiable Losses”; Buyer Indemnifiable Losses and Seller Indemnifiable Losses, as the context requires, are each sometimes referred to herein as “Indemnifiable Losses”) (including any Losses any Seller Indemnitee may suffer after the end of the Survival Period with respect to any claims made within such period), resulting from:
(i) any misrepresentation, inaccuracy, incorrectness or breach of any representation and warranty of Buyer made by it in this Agreement or contained in any other Transaction Document; and/or
(ii) any nonfulfillment, non-performance or breach of any covenant or agreement on the part of Buyer in this Agreement.
Indemnification of the Seller Indemnitees. Subject to the applicable provisions of this Article VI, from and after the Closing, the Buyers, on a joint and several basis, shall indemnify each Seller Indemnitee against, and hold each Seller Indemnitee harmless from and in respect of, all Claims and Damages that relate to, arise out of or are in connection with (each, a “Seller Indemnified Loss”):
(a) Buyer Taxes, except for any such liabilities for which indemnification is being provided under Section 6.02;
(b) the Assets and Assumed Liabilities (whether arising prior to, at or following Closing), except for any such liabilities for which indemnification is being provided under Section 6.02;
(c) the Dutch Entity (whether arising prior to, at or following Closing), except for any such liabilities for which indemnification is being provided under Section 6.02;
(d) arising from the use of the Transferred Intellectual Property (whether arising prior to, at or following Closing), except for any such liabilities for which indemnification is being provided under Section 6.02;
(e) with respect to any post-Closing inquiry, investigation, or action taken by any Government Authority pursuant to any antitrust, merger control, competition or similar Law; provided that the indemnity will not cover liabilities that arise due to a material inaccuracy in the information provided by the Sellers or their Affiliates in connection with the Buyers’ determination that no notifications to or filings with any such Government Authority were necessary;
(f) Transferred Employees, except for any such liabilities for which indemnification is being provided under Section 6.02(b) or (d);
(g) any breach or nonfulfillment of any covenant or agreement on the part of a Buyer under this Agreement; or
(h) any breach of any representations and warranties of a Buyer set forth in Article IV.
Indemnification of the Seller Indemnitees. From and after the Closing Date, and subject to the limitations set forth in this Agreement, the Purchaser shall indemnify, defend and hold each of the Sellers, the Seller Representative and their respective successors and permitted assigns (collectively, the “Seller Indemnitees”) harmless from, against and in respect of any Losses sustained or incurred by such Seller Indemnitee to the extent relating to, resulting from, or arising out of, or of any allegation by any third party of:
(a) the failure of any representations or warranties contained in Article IV in this Agreement to be true and correct on the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure to be true and correct as of such date);
(b) any breach, nonfulfillment or noncompliance by the Purchaser of any of its covenants or agreements contained in this Agreement or in any certificate or other document delivered in connection herewith; and
(c) without limiting the foregoing provisions, with respect to any properties leased by the Company (i) any violation by the Purchaser or the Company of any Environmental Law, (ii) the presence, emanation, migration, disposal, release or threatened release, occurring after the Closing Date, of any Materials of Environmental Concern on, within or migrating from, the Real Property or any off-site property to which Materials of Environmental Concern generated by the Company or Business Facilities following the Closing Date are taken or disposed of, (iii) the operations of the Company after the Closing Date, and (iv) the condition of the Real Property after following the Closing Date; provided, however, that in each case the Purchaser shall not have any obligation under this Section 7.3 for any Loss resulting from, arising out of, relating to, or caused by the business, ownership, and operation of the Company or any Business Facility on or prior to the Closing Date.
Indemnification of the Seller Indemnitees. (a) If the Closing occurs, subject to the terms of this Section 10, Purchaser agrees to indemnify and hold harmless the Sellers, Sellers’ Representative and each of their respective successors and permitted assigns, and each of their respective officers, directors, managers, members, shareholders, employees, agents and Representatives (collectively, the “Seller Indemnitees”) from and against, and pay to the Seller Indemnities the amount of, or reimburse the Seller Indemnitees for, any Losses incurred by the Seller Indemnitees by reason of the failure of Purchaser to perform any of its covenants or agreements contained herein required to be performed prior to the Closing, or the failure of Purchaser to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing.
(b) Except for fraud (provided that such fraud is a type of which intent is an element), the aggregate liability of Purchaser for all Losses shall not exceed the Purchase Price.
