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) In the event that the Solo Parties breach any of their representations, warranties, and covenants contained in this Agreement 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 Solo Parties pursuant to Section 10(g) below within such survival period, then the Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer by the breach; provided, however, that the Solo Parties shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty (determined without regard to any materiality or Material Adverse Effect qualifiers) of the Solo Parties listed in Sections 8(a)(ii) and 8(a)(iii) above (whether or not notice of such breach was provided pursuant to Section 5(e)) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of $4,000,000 (the “Basket”) (after which point the Solo Parties will be obligated only to indemnify the Buyer from and against such Adverse Consequences in excess of the Basket), and provided further that, with respect to breaches of the representations or warranties listed in Sections 8(a)(ii) and 8(a)(iii), the maximum amount of Adverse Consequences of the Buyer for which the Solo Parties may be liable under this Section 8(c)(i) shall not exceed an aggregate ceiling of $10,000,000 (the “Cap”) (after which point the Solo Parties will have no obligation to indemnify the Buyer under this Section 8(c)(i) with respect to breaches of the representations and warranties identified in Sections 8(a)(ii) and 8(a)(iii) from and against such Adverse Consequences in excess of the Cap). Breaches of the covenants and breaches of the representations or warranties listed in Section 8(a)(i) shall not be subject to the Basket or the Cap.
(ii) The Solo Parties, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer in respect of any Excluded Liability (including any liability of the Solo Parties that becomes a liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law).
(A) Notwithstanding the above provisions of this Section 8(c) and anything contained in t...
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. 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. In the event the Seller breaches any of its representations, warranties, and covenants contained herein and, if there is an applicable survival period pursuant to ss. 10
(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to ss. 12(h) below within such survival period, then the Seller agrees to indemnify the Buyer from and against any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification caused by the breach; provided, however, that the Seller 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 Seller contained in ss. 5 above (other than ss. 5(e), (t), and (u)): (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 Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter
Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations in Section 8(b)(ii), the Seller agrees to indemnify the Buyer, SM&P and any of their respective Affiliates, directors, officers, employees and agents (collectively, the "Buyer Indemnified Parties") from and against any Adverse Consequences any Buyer Indemnified Party suffers as a result of the breach of any of the Seller's representations, warranties and covenants contained herein, provided that (A) such Adverse Consequences exceed the Claim Deductible, and (B) in the case of breaches of representations and warranties contained in Section 4, the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(g) within the applicable survival period.
(ii) The Seller shall have no obligation under Section 8(b) to indemnify the Buyer Indemnified Parties from and against any Adverse Consequences arising from or relating to the breach of any representation, warranty or covenant until the aggregate of the Adverse Consequences for all claims (including the Claim Deductible for each individual claim for which Adverse Consequences exceed the Claim Deductible) exceeds $500,000. After the aggregate of the Adverse Consequences for all claims under Section 8(b) (including the Claim Deductible for each individual claim for which Adverse Consequences exceed the Claim Deductible) exceeds $500,000, the Seller shall indemnify the Buyer Indemnified Parties for all Adverse Consequences in excess of $500,000, up to a maximum aggregate indemnity of $8.0 million.
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.
Indemnification Provisions for Benefit of the Buyer. The Seller shall indemnify the Buyer and each of its officers, directors, agents, and each person, if any, who controls the Buyer within the meaning of the Securities Act (each a "BUYER INDEMNIFIED PARTY" and collectively, the "BUYER INDEMNIFIED PARTIES") in respect of, and hold them harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid to enforce the provisions of this Section 7 and amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation), but excluding any consequential damages ("DAMAGES") incurred or suffered by any of the foregoing parties resulting from, relating to or constituting:
(i) fraud, intentional misrepresentation or a deliberate or willful breach by the Seller of any of its representations, warranties or covenants under this Agreement (including any representations or warranties deemed to have been made by the delivery of any certificate), any Ancillary Document or certificate;
(ii) any other misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Seller contained in this Agreement (including any misrepresentation or breach of warranty deemed to have been made by the delivery of any certificate), or by reason of any claim, action or proceeding asserted or instituted arising out of any matter constituting a breach of such representations, warranties or covenants (including any breach of any representations or warranties deemed to have been made by the delivery of any certificate);
(iii) any claim by any third party, seeking to assert, or based upon ownership or rights to ownership of any Acquired Asset;
(iv) any claim, action or proceeding asserted or instituted against the Buyer, or any of its properties or assets, by any third party for Damages suffered by such third party by reason of or resulting from (A) any Excluded Liability, (B) the ownership or operation of the Excluded Assets, the Division or the Business prior to the Closing, or (C) any actions taken or omitted to be taken by the Seller prior to the Closing (other than Assumed Liabilities); and
(v) any Liabilities arising from the S...
