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 Cash Escrow Amount as of the date on which each claim is made.
(b) Notwithstanding the foregoing, the Seller shall indemnify, defend and hold harmless the Company, the Purchaser and any of their respective Affiliates from and against any and all Damages resulting from or arising out of any of the following (which indemnification, defense and hold harmless shall not be subject to any of the limitations set forth in Section 10.2(a)):
(i) The pending threatened claim of a former employee identified in Schedule 3.21, any claim arising from any employment agreement heretofore entered into by the Company, and any claim of any creditor or beneficiary of the Seller or any of its Affiliates (other than the Company), whether arising prior to, on or after the Closing Date;
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. Seller and Shareholders shall indemnify, defend and hold harmless Purchaser and its officers, directors, employees, partners, shareholders, agents and affiliates and the officers, directors, employees, partners, shareholders and agents of such affiliates (collectively, the "Purchaser Indemnified Parties") from and against the entirety of any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, interest and fees, including court costs and attorneys' fees and expenses ("Adverse Consequences") the Purchaser Indemnified Parties may suffer (including any Adverse Consequences suffered after the making of any claim for indemnification or after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by any of the following (i) Shareholders' or Seller's breach (or the allegation by any third party of facts that, if true, would mean either has breached) of any of the representations, warranties, and covenants contained in this Agreement; (ii) except as expressly provided herein to the contrary, any liability or obligation of any nature, accruing prior to the Closing Date; (iii) any claim by any shareholder or Seller with respect to the transactions contemplated by this Agreement, except for any claim arising out of a breach by Purchaser of its representations, warranties or obligations hereunder; and (iv) any actions, judgments, costs and expenses (including reasonable attorney fees and all other reasonable expenses incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing; PROVIDED, HOWEVER, that Seller and Shareholders shall not have any obligation to indemnify the Purchaser Indemnified Parties from and against any such Adverse Consequences until such Adverse Consequences in aggregate exceed $1,000 (at which point Seller and Shareholders will be obligated to indemnify the Purchaser Indemnified Parties from and against all such claims for indemnification relating back to the first dollar). Each Purchaser Indemnified Party will give prompt notice to Seller of any claim or condition to which the foregoing indemnification covenant relates.
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, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, taxes, Liens, losses, lost value, expenses, and fees, including court costs and attorneys' fees and expenses.
Indemnification Provisions for Benefit of Purchaser. (i) In the event Sellers breaches (or any third party alleges facts that, if true, would mean Sellers has breached) any of Sellers’ representations, warranties or covenants contained herein, Sellers 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. Indemnification Provisions for Benefit of Selling Group..................................................51 11.4
Indemnification Provisions for Benefit of Purchaser. If the Selling Group breaches (or if any third party alleges facts that, if true, would mean the Selling Group has breached) any of its representations and warranties contained in this Agreement or the Collateral Documents or any documents, instruments and certificates delivered hereunder and thereunder, and if Purchaser makes a written claim for indemnification against the Selling Group within the Survival Period, then the Selling Group shall indemnify, defend and hold harmless Purchaser and its Affiliates and the shareholders, directors, officers, employees, agents, successors and assigns of any of such Persons, from and against any Adverse Consequences that any such Person may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that any such Person may suffer after the end of the Survival Period) resulting from, arising out of, relating to or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of Purchaser. (a) The Sellers jointly and severally shall indemnify and hold harmless, on a Grossed-up Basis, Purchaser and its Affiliates from and against any Adverse Consequences that any of Purchaser and its Affiliates (determined, in each case, assuming that neither of the Sellers is an Affiliate of Purchaser following the Closing, but including the Limited Companies and APX-Brazil) and their respective officers, employees, directors, stockholders, agents and representatives (collectively, the "Indemnified Purchaser Parties") shall suffer or incur to the extent resulting from, arising out of or relating to: (x) any breach by the Sellers of any of their representations, warranties or covenants contained herein, other than any representations and warranties contained in Section 6.08 to the extent related to Income Taxes, Sales Taxes, and, with respect to the Limited Companies, Employment Taxes (which are governed by Article XII) or to the extent any breach thereof results in any liability related to any other Tax arising in the Post-Closing Period, (y) any Retained Liability, (z) any of the Non-Core Businesses described in Section 6.05 of the Disclosure Schedule, and (zz) one-half of the Losses incurred by Purchaser relating to claims arising out of the facts and circumstances giving rise to the litigation captioned Auto/Video, Inc.
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, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, Liens, losses, lost value, expenses, and fees, including court costs and attorneys' fees and expenses.
Indemnification Provisions for Benefit of Purchaser. (a) The Sellers jointly and severally shall indemnify and hold harmless, on a Grossed-up Basis, Purchaser and its Affiliates from and against any Adverse Consequences that
