Indemnification Provisions for Benefit of the Buyers. (a) Subject to the terms, conditions and limitations provided herein, the Sellers, jointly and severally, shall indemnify and hold harmless the Buyers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Buyer Indemnified Party”) from and against any and all Losses that any of such Buyer Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (i) any inaccuracy in or breach by the AUC Entities of any representation or warranty made by the AUC Entities in this Agreement or any other Transaction Agreement; (ii) any breach of or default in the performance by the AUC Entities of any covenant, agreement or obligation to be performed by the AUC Entities pursuant to this Agreement or any other Transaction Documents; (iii) the Excluded Assets; (iv) the Retained Liabilities, or (v) any Tien Dispute; provided, however, that except with respect to any Losses incurred in connection with the Specified Matters, the Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Buyer Indemnified Parties pursuant to the terms of this Agreement exceeds One Million Dollars ($1,000,000) (the “Deductible”), in which event the Buyer Indemnified Parties may recover the full amount of such Losses in excess of the Deductible; provided, further, except with respect to any Losses incurred in connection with the Specified Matters, (A) the Sellers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed Thirty-Six Million Dollars ($36,000,000) (the “Tier 1 Cap”) (after which point the Sellers will have no obligation to indemnify the Buyer Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (B) without prejudice to the limitation set forth in the immediately preceding subsection (A), the Sellers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall in no event exceed the Purchase Price (the “Tier 2 Cap”) (after which point the Sellers will have no obligation to indemnify the Buyer Indemnified Parties from and against any further Losses).
Indemnification Provisions for Benefit of the Buyers. (i) In the event any of the Sellers breach (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of their representations, warranties, and covenants contained herein, and, if there is an applicable survival period provided that the Buyers make a written claim for indemnification against any of the Sellers pursuant to Section l0(h) below within such survival period, then the Controlling Stockholder shall indemnify the Buyers from and against the entirety of any Adverse Consequences the Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyers 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). -
Indemnification Provisions for Benefit of the Buyers. 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 or covenants contained in this Agreement (other than Section 4.7, which is addressed in Section 10.3), or any statement in the certificate delivered under Section 8.1(d) is inaccurate, provided that a Buyer makes a written claim for indemnification against the Seller with respect to such breach (or alleged breach) within the applicable survival period, and subject to the limitations set forth in Section 9.5 of this Agreement, then the Seller is obligated to indemnify and hold harmless each Buyer and its respective Representatives (each, a “Buyers’ Indemnitee”) from and against the entirety of any Adverse Consequences any Buyers’ Indemnitee 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 breach (or alleged breach).
Indemnification Provisions for Benefit of the Buyers. In the event the Seller breaches any of its covenants or representations and warranties contained herein or in any document delivered at Closing, and, if there is an applicable survival period pursuant to ss. 8(a) above, provided that the Buyers make a written claim for indemnification against the Seller pursuant to ss. 11(g) below within such survival period, then the Seller agrees to indemnify the Buyers from and against the entirety of any Adverse Consequences the Buyers shall suffer through and after the date of the claim for indemnification (but EXCLUDING any Adverse Consequences the Buyers shall suffer after the end of any applicable survival period) caused by the breach.
Indemnification Provisions for Benefit of the Buyers. 8.2.1 Notwithstanding any investigation by the Buyers, from and after the Closing, the Seller shall defend, indemnify, save and hold harmless the Buyers, their Affiliates, the Buyers’ and their Affiliates’ successors and assigns, and each of the respective directors and officers (or Persons in any similar capacity if such Person is not a corporation), employees, consultants and agents of the Buyers, their Affiliates and their respective successors and assigns (each, a “Buyer Indemnified Party”) against, and agrees to hold each Buyer Indemnified Party harmless from, any and all Damages asserted against, imposed upon, incurred or suffered by any such Buyer Indemnified Party in connection with, resulting or arising from, or attributable to, any of the following matters (it being understood and agreed that if a Buyer Indemnified Party suffers Damages in connection with, resulting or arising from, or attributable to, more than one of the following matters, then the Buyer Indemnified Party may pursue indemnification under any one of such matters as selected by the Buyer Indemnified Party, without duplication):
Indemnification Provisions for Benefit of the Buyers. (i) In the event the Seller is liquidated or has insufficient assets to cover claims by Buyers for indemnification under the Asset Purchase Agreement, the Seller's Owner agrees to indemnify the Buyers from and against the entirety of any Adverse Consequences the Buyers may suffer, subject to the limitation of liability set forth in Section 7(g) of the Asset Purchase Agreement, to the extent applicable, resulting from, arising out of, relating to, in the nature of, or caused by:
Indemnification Provisions for Benefit of the Buyers. Subject to Section 8(a) and Section 8(e) hereof, from and after the Closing, the Seller shall indemnify, defend, and hold harmless the Buyers from and against any and all Adverse Consequences, asserted against or suffered by the Buyers relating to, resulting from, or arising out of (i) any breach by the Seller of any covenant or agreement of the Seller contained in this Agreement, or (ii) any breach by the Seller of the representations and warranties of the Seller contained in this Agreement.
Indemnification Provisions for Benefit of the Buyers. In the event 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 §7(a) above, provided that the Buyers make a written claim for indemnification against the Seller pursuant to this §7 within such survival period, then the Seller agrees to indemnify the Buyers from and against the entirety of any Adverse Consequences the Buyers 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); provided, however, that the Seller shall not have any obligation to indemnify the Buyers from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Seller until the Buyers have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $20,000 aggregate threshold (at which point the Seller will be obligated to indemnify the Buyers from and against all such Adverse Consequences relating back to the first dollar), and in no event shall Seller be obligated to indemnify Buyers hereunder for any amount in excess of the aggregate cash consideration paid to Seller for the Target Shares or Redemption Shares.
Indemnification Provisions for Benefit of the Buyers. (i) Provided that the Buyer Representative makes a written claim for indemnification against the Sellers to the Seller Representative pursuant to Section 10(h) below within the applicable period set forth in Section 8(a) above, then the Seller Parties agree, jointly and severally, to indemnify the Buyers from and against any Adverse Consequences the Buyers 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, without duplication (A) the breach of any of the representations, warranties, covenants or agreements made by Sellers in this Agreement; (B) any Retained Liability; and (C) any brokerage, finder’s or other similar fees or expenses payable by Sellers or their Affiliates to any broker, finder, investment bank or similar agent in connection with the transactions contemplated by this Agreement. Subject to the limitations set forth in Section 8(g) hereof, Buyers shall be entitled to recover any Adverse Consequences for which Sellers are obligated to indemnify under this Section 8(b), (x) first, from the Escrow Agent (out of the Escrow Amount), an amount equal to any Adverse Consequences any such Buyer may suffer hereunder and (ii) second, if and only to the extent that the Escrow Amount is not sufficient to cover such Adverse Consequences, from the Seller Parties.
Indemnification Provisions for Benefit of the Buyers. (i) Subject to the provisions of Section 7(a), in the event the Seller breaches any of its representations, warranties, and covenants contained in this Agreement, the Seller agrees to indemnify each of the Buyers from and against any Adverse Consequences to the extent they are caused proximately by any such breach and suffered by the Buyers before, during and after the date of the claim for indemnification; provided, however, that Seller shall have no obligation to indemnify Buyers from any such Adverse Consequences unless a bona fide written claim for indemnification pursuant to Section 9(g) is delivered to Seller during the 18-month period after the date of the Closing, except with respect to claims for indemnification with respect to the representation and warranties in Section 3(a)(v) for which there shall be no time limitations;
