Indemnification Provisions for Benefit of the Buyer Sample Clauses
Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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).
(ii) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company (whether or not accrued or otherwise disclosed) (x) for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (y) for the unpaid Taxes of any Person (other than the Company) under Section 1.1502-6 of the Regulations adopted under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.
(iii) The Seller shall indemnify the Buyer from and against the entirety of any Liabilities arising out of the ownership of the Shares or operation of the Company prior to the Closing.
(iv) The Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Indebtedness of the Company existing as of the Closing Date after adjustment pursuant to Section 2(d).
Indemnification Provisions for Benefit of the Buyer. (i) the Seller and the Shareholders jointly and severally agree to defend. indemnify and hold the Buyer and its officers, directors, employees, shareholders, subsidiaries, successors and assigns (the "Buyer Indemnified Parties") harmless from and against any Adverse Consequences the Buyer Indemnified Parties may incur as a result of, without duplication:
(A) subject to the limitations set forth in Section 8(d) and (h) hereof, the breach of any representation or warranty given to Buyer by the Seller or the Shareholders pursuant to this Agreement or any certificate or other document furnished to Buyer by the Seller or any one or more of the Shareholders hereunder (provided that the Seller and the Shareholders are given written notice of such breach during the survival period specified in Section 8(a) above); (B) subject to the limitations in Section 8(h), the breach of any covenant or agreement of the Seller or any Shareholder as set forth in this Agreement; and (C) subject to the limitations in Section 8(h), any Liability of the Seller other than the Assumed Liabilities. For purposes of this Section 8(b) any claim for indemnification made after the Closing Date by a Buyer Indemnified Party on the basis that the Seller and/or the Shareholders violated the provisions of Section 5.1(a) by failing to perform all acts necessary to make their representations and warranties true and correct at and as of the Closing Date shall be recoverable only under and subject to the limitations of Section 8(b)(i)(A) above and no amount shall be recoverable under Section 8(b)(i)(B) above. Notwithstanding anything to the contrary in this Agreement, the right of any Buyer Indemnified Party to be indemnified for any Liability of the Seller which is not an Assumed Liability shall be governed solely by subparagraph (C) above and shall not be subject to any of the limitations of Section 8(d) of this Agreement.
Indemnification Provisions for Benefit of the Buyer. Indemnification Provisions for Benefit of the Seller
Indemnification Provisions for Benefit of the Buyer. In the event that any of the representations or warranties of the Seller contained herein shall be untrue or incorrect at the Closing (without regard to any "materiality" or "Material Adverse Effect" exception contained therein), or in the event of a breach of any covenants of the Seller contained herein, or in the event the Equity Deficiency determined from the Pre-Closing Balance Sheet is determined to have been understated, then the Seller agrees to indemnify, defend and hold harmless the Buyer, together with the Surviving Corporation, and their respective officers, directors, employees, successors and assigns (collectively, the" Buyer Indemnified Parties") from and against the entirety of any judgments, actions, suits, proceedings, investigations, claims, demands, costs, losses, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith and court costs and reasonable fees and disbursements of counsel) (collectively, "Adverse Consequences") any of the Buyer Indemnified Parties 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 such failure of such representation and warranty to be true and correct or by such breach or understatement.
Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after the Closing, the Seller Entities hereby jointly and severally agree to indemnify the Buyer and its officers and directors, shareholders and Affiliates against and hold them harmless from any Liability (including reasonable legal fees and expenses, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims or allegations of Third Party Claims are meritorious) other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”) suffered or incurred by any such Indemnified Party caused by, resulting from or arising out of:
(A) any breach of any representation or warranty of the Seller Entities contained in this Agreement;
(B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date;
(C) any Taxes of any Company attributable to taxable periods ending prior to or on the Closing Date, other than any Taxes of any Company for which there is an adequate accrual or reserve on the Closing Date Balance Sheet or any Taxes attributable to transactions not in the Ordinary Course of Business occurring after the Closing which are effectuated or initiated by the Buyer or the Company (other than any Section 338(h)(10) Election); or any Taxes of any Person that is a member of an Affiliated Group, or any consolidated, combined or unitary group, of which any Company has been a member on or at any time prior to the Closing Date, including pursuant to United States Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation;
(D) Taxes resulting from the Section 338(h)(10) Election (or any comparable election under state, local or foreign Tax law);
(E) Taxes related to the Overlap Period to the extent allocable to the period ending on the Closing Date as set forth in Section 9(c);
(F) any product sold or any services performed by any Company prior to the Closing Date;
(G) any Third Party Claim relating to wages or other compensation of any current or former Employees or Contract Workers of any Company, any Employee Benefit Plan or any Environmental, Safety or Health Requirement, in each case arising from events that occurred prior to the Closing Date;
(H) any act of fraud, intentional tort or willful misconduct by any Seller Entity or any Company prior to...
Indemnification Provisions for Benefit of the Buyer. In the event any the Seller breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 10(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 12(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification caused proximately by the breach.
Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to §10(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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).
(ii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Seller which is not an Assumed Liability
Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(e) above, provided that the Buyer makes a written claim for indemnification against CGC or the Seller within such survival period, then the Seller agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer 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).
(ii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC which is not reflected on the Financial Statements (including any Liability of CGC that becomes a Liability of the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law).
(iii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC for Taxes of CGC with respect to any Tax year or portion thereof ending on or before the Closing Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of CGC in filing its Tax Returns and (b) for the unpaid Taxes of any Person (other than the Seller) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.
(iv) The Seller agrees that if, at any time during the effective term of this Agreement, to include the full effective term of the Earn-Out Agreement, Buyer discovers that CGC did not possess good and marketable title in the Software Product described above, free and clear of any claims, liens, or other encumbrances of any kind, at the time of Closing, and if t...
Indemnification Provisions for Benefit of the Buyer. In the event the Sellers breach any of their representations, warranties, and covenants contained herein, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 10(h) below within the survival period provided in Section 8(a) above, then the Sellers agree to indemnify the Buyer from and against any Adverse Consequences (defined in Section 8(e) below) the Buyer shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Buyer shall suffer after the end of any applicable survival period) caused proximately by the breach; PROVIDED, HOWEVER, that the Sellers shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of the Sellers: (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $100,000 aggregate deductible (after which point the Sellers will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a $500,000, aggregate ceiling (after which point the Sellers will have no obligation to indemnify the Buyer from and against further such Adverse Consequences).
Indemnification Provisions for Benefit of the Buyer. In the event the Seller breaches any of its representations, warranties, and covenants contained herein, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to 'SS'.6(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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.