Indemnification Provisions for Benefit of Purchaser. Provided Purchaser issues a Claim Notice (as hereinafter defined) within the applicable survival period, then, subject to the terms hereof, GEC and Seller, jointly and severally, agree to indemnify and hold harmless Purchaser and its Affiliates and each of their respective officers, directors, members, partners, managers and employees (collectively, “Purchaser Indemnified Parties”) from and against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, damages and assessments (collectively, “Losses”) through and after the date of the claim for indemnification that are imposed on or incurred by Purchaser Indemnified Parties that result from, arise out of, relate to (a) any breach of any representations, warranties, covenants or agreements of GEC or Seller contained herein, (b) any expenses or liabilities with respect to any of GEC’s, Seller’s, the Companies’ or any of their Affiliates’ expenses incurred in connection with or in relation to the transactions contemplated by this Agreement or any of the Ancillary Agreements, including without limitation severance or other termination payment obligations that become payable as a result of the transactions contemplated hereby (excluding any such payments required to be made as the result of the termination of such Covered Employee’s employment by Purchaser at or after Closing), (c) the ownership interest held by any Company or any Subsidiary of any Company prior to the Closing Date in REP Holdings Ltd., RHAC Holdings, LLC or Waipouli Holdings, LLC, or (d) the matter described in Item (a)(2)L. of Section 4.13 of the Disclosure Schedule pursuant to the terms set forth therein.
Indemnification Provisions for Benefit of Purchaser. (a) In the event Seller breaches any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by Seller pursuant to this Agreement and provided that, as to any claim for breach of representations or warranties, Purchaser makes a written claim for indemnification against Seller within the applicable survival period, if applicable, then Seller agrees to indemnify Purchaser and its Affiliates from and against all Damages Purchaser and its Affiliates suffer resulting from or arising out of such event; provided, however, Seller shall not have any obligation to indemnify Purchaser or any of its Affiliates pursuant to this paragraph (a) from and against any Damages resulting from the breach of any representation or warranty of Seller contained in Article III of this Agreement (other than Perpetual Representations): (i) until and only to the extent that Purchaser and its Affiliates have suffered aggregate Damages, by reason of all such breaches in excess of $100,000 (the “Deductible Amount”) (in which case Purchaser and its Affiliates shall be entitled to assert claims for only the Damages in excess of the Deductible Amount) or (ii) notwithstanding anything to the contrary contained in this Agreement, to the extent the aggregate amount that Seller has actually indemnified Purchaser and/or its Affiliates for prior breaches of representations and warranties of Seller contained in Article III of this Agreement exceeds $3,000,000 (the “Cap”). Notwithstanding the foregoing, Seller shall have no obligation to indemnify Purchaser or its Affiliates under this Section 9.2(a) with respect to Damages amounting to less than $5,000 in the aggregate arising out of the same occurrence or matter or series of related occurrences or matters. For the avoidance of doubt, notwithstanding anything to the contrary, the Deductible Amount and Cap shall not apply to any purchase price adjustments set forth in Section 2.3 of this Agreement.
Indemnification Provisions for Benefit of Purchaser. (a) In the event that the Seller breaches any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by the Seller pursuant hereto and provided that, as to any claim for breach of representations or warranties, the Purchaser makes a written claim for indemnification against the Seller within the applicable survival period, if applicable, then the Seller agrees to indemnify the Purchaser and its Affiliates from and against all Damages the Purchaser and its Affiliates suffer resulting from or arising out of such event; provided, however, that the Seller shall not have any obligation to indemnify the Purchaser from and against any Damages resulting from the breach of any representation or warranty of the Seller (as opposed to any covenant of the Seller) contained in Article III of this Agreement until the Purchaser has suffered aggregate Damages, by reason of all such breaches in excess of $25,000; provided further that (i) and Seller shall have no obligation to indemnify the Purchaser for the initial $25,000 in Damages, and (ii) no claim may be made by Purchaser under this Section 10.2(a) unless such claim exceeds $10,000 in value. In any event, the maximum amount that Seller shall be required to pay as to all claims made under this Section 10.2(a) shall be equal to the amount of unpaid Earn-Out Payments as of the date on which each claim is made.
Indemnification Provisions for Benefit of Purchaser. (i) In the event Principal or the Company breaches (or in the event any third party alleges facts that, if true, would mean Principal or the Company has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 11(a) above, provided that Purchaser makes a written claim for indemnification against Principal within such survival period, then Principal shall indemnify Purchaser from and against the entirety of any Adverse Consequences, Purchaser may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Purchaser 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). For purposes of this Agreement, “
Indemnification Provisions for Benefit of Purchaser. 44 Section 9.3. Indemnification Provisions for Benefit of Seller. 46
Indemnification Provisions for Benefit of Purchaser. In the event that Seller breaches this Agreement in any material respect or in the event that any of Seller's representations and warranties stated in Paragraph 4 of this Agreement are false in any material respect, then Purchaser shall have the right to claim reimbursement for the loss it suffers as a result of such breach or failure of representation or warranty. In order to have a right of reimbursement under such circumstances, Purchaser must provide written notice of its claim to Seller, which notice shall state in detail the specific breach or failure which is claimed and the specific facts supporting such claim. Seller shall have thirty (30) days from and after receipt of such written notice to investigate the claim and to correct the breach, if possible. If no correction is possible, Seller shall notify Purchaser within the thirty (30) day period whether it accepts or denies the claim. If Seller fails to respond within the thirty (30) day period, the claim will be deemed denied.
Indemnification Provisions for Benefit of Purchaser. Seller shall indemnify, defend and hold harmless Purchaser, the officers, directors, employees, partners, members, shareholders, of Purchaser, affiliates of Purchaser (and their officers, directors, employees, members, partners and shareholders), and agents (collectively, the "Purchaser Indemnified Parties") from and against any action, loss, liability, damage, claim, fine, penalty, lien or expense, including legal costs, attorneys' fees, and expenses, (collectively, "Purchaser Loss") to the extent the same arises out of (i) any breach by Seller of any representation, warranty, agreement, or covenant made by Seller in Article II herein, (ii) Seller's failure to comply with any bulk sales or similar law, (iii) any tax, including use or sales tax, for which Seller or any of its shareholders, directors or officers is or may be liable in respect of the conduct of the Business prior to the Closing, (iv) any claim arising out of or in connection with the conduct of the Business prior to the Closing Date alleging that all, or any portion of, the Business infringes any intellectual property right or other interest of any person or entity, (v) any obligation of Seller that is an Excluded Liability, whether arising before or after the Closing and (vi) any claim by any shareholder of Seller with respect to the transactions contemplated hereby. Each Purchaser Indemnified Party will give prompt notice to Seller of any claim or condition to which the foregoing indemnification covenant relates. At its election, Seller may control the defense of such claim, at its expense, but shall not settle any such claim without the consent of the respective Purchaser Indemnified Party or Parties, which consent will not be unreasonably withheld.
Indemnification Provisions for Benefit of Purchaser. (a) Subject to Section 10.5, in the event any Seller breaches any of its representations, warranties or covenants contained in this Agreement or Ancillary Agreements or in any certificate delivered by any Seller pursuant to this Agreement or Ancillary Agreements and provided that, as to any claim for breach of representation or warranty or of Limited Survival Covenants, Purchaser makes a written claim for indemnification against Sellers within the applicable survival period, then Sellers shall jointly and severally indemnify Purchaser and its Affiliates from and against all Damages Purchaser and its Affiliates suffer resulting from or arising out of, relating to or caused by such event; provided, however, that: (i) Sellers shall not have any obligation to indemnify Purchaser for the first $2.5 million of Damages resulting from the breach of any representation or warranty of Sellers contained in Article III of this Agreement or in any certificate delivered by any Seller pursuant to this Agreement, and no such indemnity shall be payable until Purchaser has suffered aggregate Damages, by reason of all such breaches in excess of $5 million, and (ii) Sellers shall not have any obligation to indemnify Purchaser from and against any Damages resulting from the breach of any representation or warranty of Sellers contained in Article III of this Agreement or of any covenant contained in Section 5.1 in excess of the Escrowed Funds (the "Cap").
Indemnification Provisions for Benefit of Purchaser. (i) In the event Seller breaches (or any third party alleges facts that, if true, would mean Seller has breached) any of Sellers’ representations, warranties or covenants contained herein, Seller shall indemnify Purchaser and the Company and hold them harmless from and against the entirety of any Adverse Consequences (as defined below) Purchaser or the Company may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). For purposes of this Agreement, “
Indemnification Provisions for Benefit of Purchaser. (a) In the event that the Seller breaches any of its representations, warranties or covenants contained in this Agreement, any other Transaction Document or in any certificate delivered by the Seller pursuant hereto or thereto and provided that, as to any claim for breach of representations or warranties, the Purchaser makes a written claim for indemnification against -50- the Seller within the applicable survival period, if applicable, then the Seller agrees to indemnify the Purchaser and its Affiliates from and against all Damages the Purchaser and its Affiliates suffer resulting from or arising out of such event; provided, however, that the Seller shall not have any obligation to indemnify the Purchaser from and against any Damages resulting from the breach of any representation or warranty of the Seller (as opposed to any covenant of the Seller) contained in Article III of this Agreement until the Purchaser has suffered aggregate Damages, by reason of all such breaches in excess of $87,500 (after which point the Seller will be obligated to indemnify the Purchaser from the first dollar of Damages).
