Indemnification Provisions for Benefit Sample Clauses

Indemnification Provisions for Benefit of the Buyers.12 c. Indemnification Provisions for Benefit of the Seller.13
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Indemnification Provisions for Benefit of the Buyer and the Company. (a) If any Primary Shareholder breaches any of the representations or warranties of any Primary Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if any Shareholder breaches any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and the Buyer gives notice thereof to the Shareholders' Agent, then the Primary Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period. The Primary Shareholders also agree to jointly and severally indemnify and hold harmless the Buyer from and against any Adverse Consequences the Buyer may suffer which result from, arise out of, relate to or are caused by (i) any Liability of the Company or any Shareholder not included in the Retained Liabilities (including, without limitation, those concerning Hazardous Materials or the failure prior to the Closing Date of the Company, any Shareholder or any predecessor to comply with any Environmental Obligation or other Legal Requirement), (ii) any condition, (b) Notwithstanding the foregoing Section 7.1(a), the Primary Shareholders shall have no obligation to indemnify the Buyer unless and until the aggregate amount of Adverse Consequences suffered by the Buyer and the Company from all matters as to which they are entitled to indemnification under this Agreement (except those matters described in the next sentence) equals or exceeds $50,000, at which point the Primary Shareholders jointly and severally shall indemnify the Buyer for all Adverse Consequences suffered by the Buyer or the Company (including those Adverse Consequences which initially aggregated to the $50,000 threshold). The Primary Shareholders jointly and severally shall indemnify the Buyer in full (without regard to the $50,000 amount described in the preceding sentence) for all Adverse Consequences which arise out of, result from, relate to or are caused by: (i) any failure by the Shareholders to pay the full amounts payable by them pursuant to Sections 2.2(b) (with respect to known Liabilities only), 2.3, 4.9(a) (with respect to the first sentence only), 5.7 (with resp...
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Indemnification Provisions for Benefit of Buyer (c) Indemnification Provisions for Benefit of Seller (d) Matters Involving Third Parties (e) Determination of Adverse Consequences 9. Termination (a) Termination of Agreement (b) Effect of Termination 10. Miscellaneous (a) Press Releases and Public Announcements (b) No Third Party Beneficiaries (c) Entire Agreement (d) Succession and Assignment (e) Counterparts (f) Headings (g) Notices (h) Governing Law (i) Amendments and Waivers (j) Severability (k) Expenses (l) Construction (m) Incorporation of Exhibits, Annexes, and Schedules (n) The Closing STOCK AND WARRANT PURCHASE AGREEMENT Agreement entered into as of December 29, 1998, by and between Xxxxxx Xxxx Xxxxxxx (the "Buyer") and PC Quote, Inc., a Delaware corporation (the "Seller"). Buyer and Seller are referred to collectively herein as the "Parties." This Agreement contemplates a transaction in which Buyer will purchase from Seller, and Seller will sell to Buyer, an aggregate of 240,000 shares of Seller's common stock, par value $0.001 per share (the "Common Stock"), for an aggregate purchase price of Three Hundred Seventy-five Thousand Dollars ($375,000).
Sample 1
Indemnification Provisions for Benefit of the Company and the Sellers. ---------------------------------------------------------------------- In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to (S)6(a) above, provided that the Company or the Sellers makes a written claim for indemnification against the Buyer pursuant to (S)7(h) below within such survival period, then the Buyer agrees to indemnify the Company and the Sellers from and against any Adverse Consequences the Company and the Sellers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). The Buyer also agrees to indemnify the Company and the Sellers from and against the entirety of any Adverse Consequences the Company and the Sellers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.
Sample 1
Indemnification Provisions for Benefit of the Buyer 38 Section 8.03 Indemnification Provisions for Benefit of the Seller 39 Section 8.04 Matters Involving Third Parties 40 Section 8.05 Determination of Adverse Consequences 41 Section 8.06 Recoupment Under Seller Note 41 Section 8.07 Other Indemnification Provisions 41 ARTICLE IX TAX MATTERS 41 Section 9.01 Tax Sharing Agreements 41 Section 9.02 Taxes of Other Persons 42 Section 9.03 Seller Group Tax Returns 42 Section 9.04 Tax Returns to be Filed by the Buyer 42 Section 9.05 Cooperation on Tax Matters 43 Section 9.06 Audits 44 Section 9.07 Carrybacks 44 Section 9.08 Retention of Carryovers 44 Section 9.09 Certain Taxes on the Transaction 44 Section 9.10 Intended Treatment of the Transaction 44 ARTICLE X TERMINATION 45 ARTICLE XI DEFINITIONS 45 ARTICLE XII MISCELLANEOUS 54 Section 12.01 Press Releases and Public Announcements 54 Section 12.02 No Third-Party Beneficiaries 54 Section 12.03 Entire Agreement 54 Section 12.04 Succession and Assignment 54 Section 12.05 Counterparts 54 Section 12.06 Headings 55 Section 12.07 Notices 55 Section 12.08 Governing Law 56 Section 12.09 Amendments and Waivers 57 Section 12.10 Severability 57 Section 12.11 Expenses 57 Section 12.12 Construction 57 Section 12.13 Incorporation by Reference 57 Section 12.14 Specific Performance 58 Section 12.15 Service of Process 58 Exhibit A - Seller Note Exhibit B-1 - Draft Audited Financial Statements Exhibit B-2 - Interim Financial Statements Exhibit C - Transition Services Agreement Exhibit D - Substance of Opinion Of XxXxxxx Xxxxx Battle & Xxxxxx LLP Exhibit E - Substance of Opinion Of Xxxxxxxx & Xxxxx Exhibit F - Certain Fully Indemnified Matters Exhibit G - Structuring Term Sheet Exhibit H - Knowledge: Officers of the Company and its Subsidiaries Exhibit I - Xxxxxx Financing Proposal Exhibit J - Collateral Assignment of Leases Exhibit K - Form of Guardian Letter Agreement Disclosure Schedule Section 4.01 -Directors and Officers Section 4.03 -Noncontravention Section 4.05 -Title to Assets: Security Interests Section 4.06 -Subsidiaries Section 4.08 -Events Subsequent to Most Recent Fiscal Year End Section 4.09 -Undisclosed Liabilities Section 4.11(a) -Tax Return Filing Extensions Section 4.11(c) -Tax Liability Disputes or Claims; Tax Audits Section 4.11(d) -Taxes: Waiver of Statute of Limitations Section 4.11(f) -Tax Allocation or Sharing Agreements Section 4.11(g) -Tax Basis; Deferred Gain or Loss Section 4.11(h) -Taxable Income Adjustments Section 4.12(a) -Owned Real Prop...
Sample 1
Indemnification Provisions for Benefit of the Seller In the event the Buyers breaches (or in the event any third party alleges facts that, if true, would mean the Buyers has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to §7(a) above, provided that any of the Seller makes a written claim for indemnification against the Buyers pursuant to this §7 within such survival period, then the Buyers agrees to indemnify each of the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Sample 1
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Indemnification Provisions for Benefit of Dover Petroleum12 8.3 Indemnification Provisions for Benefit of the Shareholders . . . . . . . . . . . . . . . . . . . . . .12 8.4
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Indemnification Provisions for Benefit. OF THE BUYER AND THE COMPANY..........................................39 6.3 INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS......40 6.4
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