Common use of Indemnification Provisions for Benefit of Purchaser Clause in Contracts

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. Seller (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 Shareholders shall indemnify, defend the Company and hold them 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 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, liensLiens, losses, lost value, expenses, interest and fees, including court costs and attorneys' fees and expenses expenses. ("Adverse Consequences"ii) Sellers shall indemnify Purchaser and the Purchaser Indemnified Parties may suffer (including Company and hold him harmless from and against the entirety of any Adverse Consequences suffered after Purchaser or the making of any claim for indemnification or after the end of any applicable survival period) Company may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of the following Company (iwhether or not accrued or otherwise disclosed) Shareholders' (x) for any taxes of the Company with respect to any tax year or Seller's breach portion thereof ending on or before the Closing (or for any tax year beginning before and ending after the allegation by any third party Closing to the extent allocable to the portion of facts that, if true, would mean either has breachedsuch period beginning before and ending on the Closing) and (y) for the unpaid taxes of any person (other than the Company) under Section 1.1502-6 of the representationsTreasury Regulations adopted under the Internal Revenue Code (or any similar provision of state, warrantieslocal, or foreign law), as a transferee or successor, by contract, or otherwise. (iii) Sellers shall indemnify Purchaser and covenants contained in this Agreement; (ii) except as expressly provided herein to the contrary, any liability or obligation Company and hold them harmless from and against the entirety of any nature, accruing liabilities arising out of the ownership of the Sellers’ Shares or operation of the Company 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 Closing. (iv) any actions, judgments, costs Sellers shall indemnify Purchaser and expenses (including reasonable attorney fees the Company 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 hold them harmless from and against the entirety of any such Adverse Consequences until such Adverse Consequences Purchaser or the Company may suffer resulting from, arising out of, relating to, 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 nature of, or caused by any indebtedness or other liabilities of the first dollar). Each Purchaser Indemnified Party will give prompt notice to Seller Company existing as of any claim or condition to which the foregoing indemnification covenant relatesClosing.

Indemnification Provisions for Benefit of Purchaser. Seller Subject to the other terms and Shareholders shall provisions of this Article 10, the Sellers will defend, 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") Persons harmless from and against the entirety of pay any and all actionsDamages, suitsdirectly or indirectly, 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, relating to, arising out of, relating or attributable to, in the nature of, or caused by : (a) 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) Breach of any of the representations, warranties, and covenants contained representation or warranty any Seller Party has made in this Agreement; , or any other certificate or document any Seller, the Company or any of its Subsidiaries has delivered pursuant to this Agreement, as if such representation or warranty was made on and as of the date of this Agreement, provided that with respect to any representation and warranty regarding Taxes (other than Income Taxes) such representation and warranty shall be limited to periods ending on or before the Effective Date and indemnification shall be made only to the extent provided under Section 10.2(b)(iv), (ii) except Breach of any representation or warranty any Seller Party has made in this Agreement as expressly if such representation or warranty were made on and as of the Closing Date, provided herein that with respect to any representation and warranty regarding Taxes (other than Income Taxes) such representation and warranty shall be limited to periods ending on or before the Effective Date and indemnification shall be made only to the contraryextent provided under Section 10.2(b)(iv), (iii) Breach by any liability Seller Party of any covenant or obligation of any natureSeller Party in this Agreement, accruing (iv) amounts with respect to Indebtedness or broker fees of the Company, its Subsidiaries or any Seller in existence as of the Closing (or otherwise relating to periods on or prior to the Closing) which were not satisfied pursuant to Section 2.2, (v) Retained Litigation Matters, (iv) Other Litigation Matters Legal Expenses, or (vii) fraud or intentional misrepresentation on behalf of the Sellers or the Company; or (b) (i) any and all Income Taxes imposed on, or pertaining or attributable to any member of the Company Group with respect to any Pre-Closing Date; Tax Period, (ii) any and all Income Taxes resulting from, the Section 338(h)(10) Elections imposed on any member of the Company Group under Section 1374 of the Code (or any analogous provisions of state or local Law)), and (iii) any claim Income Taxes for which any member of the Company Group may be or become liable by reason of (1) being a member of an affiliated, combined, consolidated, or unitary group at any shareholder or Seller with respect time prior to the transactions contemplated by this AgreementClosing, except for including under Treasury Regulation Section 1.1502-6 or any claim arising out analogous or similar provision under any state, local or foreign Tax Law or (2) being a successor-in-interest or transferee of any other Person as a breach by Purchaser result of its representations, warranties an event or obligations hereundertransaction occurring prior to Closing; and (iv) breaches of the representations and warranties in Section 3.7 (Taxes) relating to Taxes (other than Income Taxes) that are attributable to a period ending on or prior to the Effective Date to the extent such Taxes are (A) attributable to any actions, judgments, costs and expenses failure by any member of the Company Group to file a Tax Return or (B) the result of any pending or threatened audit or Proceeding by a Governmental Authority. (c) any Breach of any Effective Date Covenants; (d) any Non-Acquired Entity (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 Damages arising out of the foregoingPrecedence Transactions and Precedence Agreements); (e) any Seller Expenses not paid pursuant to Section 2.2(a)(i); PROVIDED, HOWEVER, that Seller or (f) any inaccuracy in the amounts of the Transaction Bonuses set forth in Exhibit D and Shareholders shall not have any obligation to indemnify the Purchaser Indemnified Parties from and against any payment of such Adverse Consequences until Transaction Bonuses in accordance with 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 relatesamounts.

Indemnification Provisions for Benefit of Purchaser. Seller and Shareholders shall indemnify, defend and hold harmless Purchaser and its officersPurchaser, directors, employees, partners, shareholders, agents and affiliates and the officers, directors, employees, partners, shareholders members, shareholders, of Purchaser, affiliates of Purchaser (and their officers, directors, employees, members, partners and shareholders), and agents of such affiliates (collectively, the "Purchaser Indemnified Parties") from and against the entirety of any and all actionsaction, suitsloss, proceedingsliability, hearingsdamage, investigationsclaim, chargesfine, complaintspenalty, claimslien or expense, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, including legal costs, amounts paid in settlementattorneys' fees, liabilities, obligations, taxes, liens, losses, and expenses, interest and fees(collectively, including court costs and attorneys' fees and expenses ("Adverse ConsequencesPurchaser Loss") to the Purchaser Indemnified Parties may suffer (including any Adverse Consequences suffered after extent the making same arises out 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 any breach (or the allegation by any third party of facts that, if true, would mean either has breached) Seller of any of the representationsrepresentation, warrantieswarranty, and covenants contained agreement, or covenant made by Seller in this Agreement; Article II herein, (ii) except as expressly provided herein 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 contraryClosing, (iv) any liability claim arising out of or obligation in connection with the conduct of any nature, accruing the Business prior to the Closing Date; Date alleging that all, or any portion of, the Business infringes any intellectual property right or other interest of any person or entity, (iiiv) any obligation of Seller that is an Excluded Liability, whether arising before or after the Closing and (vi) any claim by any shareholder or of 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)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.