Indemnification Provisions for Benefit of Buyer. (i) In the event that (A) the Sellers breach any representation or warranty contained herein and (B) Buyer makes a written claim for indemnification against Sellers with respect thereto within one year after the Closing (which written claim shall specify in reasonable particulars the basis of the breach being asserted and, to the extent then determinable, a calculation of any Adverse Consequences which Buyer claims to suffer as a result thereof), then the Sellers agree to indemnify Buyer from and against any Adverse Consequences Buyer suffers which are proximately caused by the breach; provided, however, that Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of Sellers contained in Section 4 above unless and until Buyer has suffered Adverse Consequences in excess of a $25,000 deductible per occurrence (after which point Sellers will be obligated only to indemnify Buyer from and against further Adverse Consequences associated with the occurrence in question).
(ii) Sellers shall indemnify Buyer and its Affiliates from and against any Adverse Consequences which it suffers in connection with any action, suit or proceeding brought by any franchisee of the Company or its Subsidiaries if and to the extent that such action, suit or proceeding seeks relief in respect of actions or omissions which occur prior to the Closing; provided that (A) a $25,000 per occurrence deductible shall apply to indemnification claims under this Section 8(b)(ii); (B) Sellers shall not be obligated to indemnify Buyer or its Affiliates in respect of any actions or omissions of Buyer or its Affiliates at any time before or after the Closing or any actions or omissions of the Company or its Subsidiaries after the Closing; and (C) Sellers shall not be obligated to indemnify Buyer or its Affiliates in respect of any actions, suits or proceedings if and to the extent they relate to the identity, finances or business strategy of Buyer or its Affiliates.
(iii) Any indemnification for Adverse Consequences suffered by Buyer or its Affiliates shall first be paid by reducing pro rata the outstanding principal amount of the Buyer Note; provided, however, that no such reduction shall occur unless (A) Buyer has made its claim for indemnification in accordance with this Section 8(b) and (B) Sellers has agreed to such claim or, if Sellers does not so agree, Buyer has obtained a judgement in favor of B...
Indemnification Provisions for Benefit of Buyer. (a) Subject to the terms and conditions of this ARTICLE XII, from and after the Closing the Shareholder and each Company Payee will, jointly and severally, indemnify and hold harmless Buyer, Merger Sub, the Surviving Company, each of their respective Subsidiaries, each of their respective Affiliates, and their respective successors and assigns (the “Buyer Indemnitees”) from and against any Losses that any Buyer Indemnitee incurs (provided that an indemnification claim with respect to such Losses is made pursuant to this ARTICLE XII prior to the end of any applicable survival period) resulting from, arising in connection with or caused by:
(i) any breach or inaccuracy of any representation or warranty made by the Company and/or the Shareholder and the Company Payees in ARTICLE V, or by the Shareholder in ARTICLE VI or in any certificate delivered hereunder by the Company or the Shareholder, as applicable;
(ii) any Taxes of the Company attributable to the Pre-Closing Tax Period (including any reasonable expenses incurred by Buyer in connection with the contest or resolution of any Tax Claim) and any Taxes attributable to the consummation of the transactions contemplated under this Agreement, but excluding any Taxes included in the calculation of Working Capital;
(iii) 50% of Transfer Taxes which the Shareholder and the Company Payees are liable pursuant to Section 9.3;
(iv) the Spin-Out, including any liabilities assumed by NuTech Spine, Inc. in connection with the Spin-Out;
(v) the litigation captioned “MiMedx Group, Inc. v. Nutech Medical, Inc. et al” in the U.S. District Court, Northern District of Alabama (Southern) (case number 2:15-cv-00369-VEH)(the “MiMedx Litigation”);
(vi) claims or denials for cases worked by Musculoskeletal Clinical Regulatory Advisors;
(vii) any breach of any covenant or agreement of the Company and the Shareholder, any Company Payee or the Representative in this Agreement; or
(viii) fraud of the Company or the Shareholder.
(b) With respect to the matters described in Section 12.2(a)(i) the aggregate maximum amount of Losses recoverable by the Buyer Indemnitees shall in no event exceed $4.4 million; provided, that, if there are indemnifiable Losses resulting from breaches of Significant Representations, such $4.4 million limit shall be increased by the amount of indemnifiable Losses resulting from breaches of Significant Representations up to a maximum increase of $17.6 million to a limit of $22 million; provided, further, that t...
Indemnification Provisions for Benefit of Buyer. In the event Seller breaches any of its representations, warranties, or covenants contained herein, it shall so notify Buyer and provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 10 below within such survival period, then Seller agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by the breach.
Indemnification Provisions for Benefit of Buyer. Indemnification Provisions for Benefit of Seller
Indemnification Provisions for Benefit of Buyer. (a) Seller shall indemnify and hold Buyer Indemnities harmless from and against any and all Adverse Consequences whatsoever arising out of or resulting from:
(i) Any breach of warranty or misrepresentation by Seller or the nonperformance of any covenant or obligation to be performed by Seller to the extent that and only to the extent that (A) there is an applicable survival period pursuant to Section 8.1; and that (B) Buyer makes a written claim for indemnification against Seller pursuant to Section 11.6 within such survival period; or
(ii) Any attempt (whether or not successful) by any person to cause or require Buyer to pay or discharge any debt, obligation or liability relating to Seller not associated with the Assets.
Indemnification Provisions for Benefit of Buyer. In the event that: (A) the Company or Seller breaches any of its or his representations, warranties, or covenants set forth herein, or a claim is made against Buyer; and (B) Buyer makes a written claim for indemnification against the Company and/or Seller, then the Company and the Seller shall jointly and severally indemnify, hold harmless and defend Buyer from and against any Adverse Consequences claimed of Buyer to the extent the same are alleged to be or have been caused by the breach,
Indemnification Provisions for Benefit of Buyer. (a) From and after the Closing and subject to the terms and conditions hereof, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and each of their respective members, managers, partners and Representatives (the “Buyer Indemnified Parties”) from and against any and all Damages incurred or suffered as a result of, relating to or arising out of:
(i) any breach prior to or as of the Closing Date of any representation or warranty made by Seller in Article IV; provided, however, in determining the amount of Damages arising out of, resulting therefrom or relating thereto, any materiality, Material Adverse Effect or other similar qualification contained therein shall be disregarded in its entirety;
(ii) any breach prior to or as of the Closing Date of any representation or warranty made by Seller in Article V; provided, however, in determining the amount of Damages arising out of, resulting therefrom or relating thereto, any materiality, Material Adverse Effect or other similar qualification contained therein shall be disregarded in its entirety;
(iii) any breach by Seller of any covenant or agreement made or to be performed by Seller pursuant to this Agreement; and
Indemnification Provisions for Benefit of Buyer. (a) If the Closing occurs, Seller agrees from and after the Closing to indemnify Buyer Indemnitees from and against any Losses actually suffered or incurred by them, or any of them, arising out of or related to:
(i) any breach of, or any inaccuracy in, any representation or warranty of Seller contained in this Agreement or any agreement, certificate or instrument delivered pursuant hereto or in connection herewith;
(ii) any breach of, or failure to perform or comply with, any covenant or obligation of Seller contained in this Agreement or any Seller Transaction Document;
(iii) any of the Excluded Assets;
(iv) any of the Retained Obligations;
(v) any actual or asserted right on the part of any third-party to occupy or use any portion of the Transferred Assets (or any portion of the premises or other assets covered by any lease or other agreement constituting part of the Transferred Assets);
(vi) any Taxes of Seller, CITERCO or any of their respective Affiliates, other than Taxes of CITERCO accruing after the Effective Time;
(vii) any Obligations of CITERCO as of the Effective Time, other than those accruing after the Effective Time under the CITERCO Agreements; and/or
(viii) notwithstanding that such matters have been disclosed to Buyer, any item disclosed in Section 3.12 of the Seller Disclosure Schedule. No Claim may be asserted or commenced against Seller pursuant to this Section 10.2(a) unless written notice of such Claim is received by Seller describing in reasonable detail the facts and circumstances then known with respect to the subject matter of such Claim on or prior to the date on which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based ceases to survive as set forth in Section 10.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby.
(b) In addition to the indemnification provisions set forth in Section 10.2(a), if the Closing occurs, Seller agrees from and after the Closing to indemnify Buyer Indemnitees from and against fifty percent (50%) of the aggregate amount of any Losses actually suffered or incurred by them, or any of them, arising out of or related to any Corrective Action of any Environmental Condition to the extent the same relate to, result from or arise out of any Enviro...
Indemnification Provisions for Benefit of Buyer. Subject to the limitations set forth in this Article IX, after the Initial Closing Date, Seller will defend, indemnify and hold the Buyer Indemnified Parties harmless from and pay any Liability, loss, damage, suit, action or cause of action (collectively, “Losses” and individually, each a “Loss”), incurred by a Buyer Indemnified Party to the extent resulting from, relating to, arising out of, or attributable to:
(a) any breach of any Fundamental Representation;
(b) any breach or nonperformance of any of the covenants or agreements of Seller set forth in this Agreement that are to be performed after the applicable Closing; and
(c) any Excluded Liability.
Indemnification Provisions for Benefit of Buyer. Seller agrees to indemnify, defend and hold harmless each of the Buyer Indemnitees from and against any Losses or Claims actually suffered or incurred by them arising out of or related to the breach of any representation, warranty or covenant of Seller contained in this Agreement. No Claim may be asserted or commenced against Seller pursuant to this Section 6.2 unless written notice of such Claim is received by Seller describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 6.1.
