Indemnification Provisions for Buyer’s Benefit. (a) Sellers, jointly and severally, shall indemnify and hold harmless Buyer, Company, their Affiliates and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Damages any of the Buyer Indemnitees may suffer, sustain or become subject to (including any Damages a Buyer Indemnitee may suffer, sustain or become subject to after the end of any applicable survival period, provided that Buyer makes a written claim for indemnification within the applicable survival period, if any) resulting from, arising out of, relating to, in the nature of, in connection with or caused by: (i) any actual or alleged inaccuracy or breach of any representation or warranty of Sellers or Company contained in this Agreement; (ii) any breach of any covenant or agreement of Sellers contained in this Agreement; (iii) any breach of any covenant or agreement of Company contained in this Agreement to be performed prior to or at the Closing; or (iv) any claim (without regard to any survival period contained herein, irrespective of whether the Sellers have breached any representation or warranty hereunder and regardless of any disclosures made, including those disclosures set forth on Schedule 4.27 hereto) arising from the presence or release of any Hazardous Substance, or the violation of any Environmental, Health and Safety Requirements, at any real property owned, operated or leased by Company, its Affiliates or any of their respective predecessors in interest, other than at the real property listed on Schedule 8.2(a)(iv).
(b) Sellers shall not be liable for any Damages under Section 8.2(a)(i) hereof until the aggregate dollar amount of such Damages that would otherwise be indemnifiable thereunder exceeds $500,000 in the aggregate (“Indemnification Basket”), after which the Buyer Indemnitees shall be entitled to recover Damages only in excess of the Indemnification Basket. The indemnification obligations of Sellers under Sections 8.2(a)(i), 8.2(a)(ii) and 8.2(a)(iii) of this Agreement shall in no event exceed $9,750,000 in the aggregate (the “Indemnification Cap”); provided, however, that notwithstanding anything in this Agreement to the contrary, the Indemnification Cap and the Indemnification Basket shall not apply to indemnification claims arising from breaches of any of the representations and warranties contained in Section 4.12 (Tax Matters), any indemnification claim under Sectio...
Indemnification Provisions for Buyer’s Benefit. In the event Seller breaches any of its representations, warranties, and covenants contained herein, and, provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below within the survival period, then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer caused proximately by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraud.
Indemnification Provisions for Buyer’s Benefit. (i) From and after the Closing, Sellers shall, jointly and severally, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), indemnify, defend and hold harmless Buyer, Target and its Subsidiaries, and their respective officers, directors, managers, employees, stockholders, members, partners, agents, representatives, successors and permitted assigns (the “Buyer Indemnified Parties”), from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to:
(A) any misstatement in a representation, or any breach of warranty, (1) made by any of the Sellers in this Agreement (other than those representations and warranties made in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or
(B) any breach of a covenant or agreement (1) made by any of the Sellers in this Agreement or in any other Transaction Document, or (2) made by Target in Section 5;
(C) any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment Statement;
(D) any Tax that is attributable to a Pre-Closing Period; or
(E) any Negative Adjustment Amount.
(ii) From and after the Closing, each Seller, severally and not jointly, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to any misstatement in a representation, or a breach of warranty, made by such Seller in Section 3(a) or in any certificate delivered by such Seller pursuant to Section 7(a)(iv).
Indemnification Provisions for Buyer’s Benefit. In the event Seller or Target breaches any of his or its representations or warranties, and provided that Buyer makes a written demand for indemnification against any Seller pursuant to §5(e) below within two years from the Effective Date and otherwise follows the procedures for making indemnification claims set forth in this §5, then, subject to the limitations set forth in this §5, Buyer shall be entitled to be indemnified from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach; provided, however, that there will be a $70,000 aggregate ceiling on the obligation of Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, or caused by breaches of the representations and warranties and covenants of Seller contained herein. .
Indemnification Provisions for Buyer’s Benefit. (i) In the event of any inaccuracy in, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement or in any certificate furnished by Sellers pursuant to this Agreement (determined, for purposes of this Section 8(b)(i), without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty), and provided that Buyer makes a written claim for indemnification against Sellers within the applicable survival period, then the Sellers shall be obligated jointly and severally to indemnify, defend and hold harmless Buyer, each of its Affiliates (including the Targets) and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such inaccuracy, breach or failure; provided, however, that Sellers shall not have any obligation to indemnify, defend or hold harmless the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(iii) and 4(m), and any representation or warranty in Sections 4(c), 4(q) and 4(w) to the extent relating to any Reinsurance Agreements that are not listed in Section 4(c)(i), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii) or 4(w)(iii) of the Sellers Disclosure Schedule, in each case, as to which this proviso shall not apply) until the Buyer Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches in excess of an aggregate deductible amount equal to $225,000 (after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against Adverse Consequences in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individua...
Indemnification Provisions for Buyer’s Benefit. (i) In the event a Seller breaches (or in the event any third party alleges facts that, if true, would mean a Seller has breached) any of its representations, warranties, and covenants contained in this Agreement (determined without regard to any limitations or qualifications by materiality), or if any of the statements in §3 are untrue (or in the event any third party alleges facts that, if true, would mean that such statements are untrue), and provided that Buyer makes a written claim for indemnification against Sellers pursuant to §7(f), then Target shall be obligated to indemnify Buyer and its officers, directors, managers, partners, stockholders, employees, agents, representatives, Affiliates, successors and assigns (each a “Buyer Indemnitee”), from and against the entirety of any Adverse Consequences such Buyer Indemnitee suffers (including any Adverse Consequences such Buyer Indemnitee suffers 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) or the untruth (or alleged untruth).
(ii) Target shall be obligated to indemnify each Buyer Indemnitee from and against the entirety of any Adverse Consequences such Buyer Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Excluded Liability that becomes a Liability of such Buyer Indemnitee (including under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under Environmental, Health, and Safety Requirements, or otherwise by operation of law) or (B) the operation of Target’s business or the use of the Acquired Assets prior to or on the Closing Date, including, without limitation, Adverse Consequences resulting from the termination by Buyer of any employee hired by Buyer after the Closing.
Indemnification Provisions for Buyer’s Benefit. In the event Seller breaches any of its representations, warranties and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences 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 Buyer’s Benefit. Subject to the limits set forth in this Article VIII, from and after the Closing, Seller shall defend and hold Buyer, Atlas and their respective Affiliates and officers, directors, stockholders, employees, agents and other Representatives (each, a “Buyer Indemnified Party”) harmless from and against any and all actual losses, claims, liabilities, debts, damages, fines, penalties, costs (in each case, including reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) (collectively, “Damages”) incurred as a result of:
(a) any breach of any representation or warranty of Seller set forth in this Agreement;
(b) any failure to perform any covenant or agreement of Seller set forth in this Agreement;
(c) any of the Excluded Liabilities;
(d) the conduct of the MYO-T12 Activities and the operation or ownership of the Acquired Assets on or prior to the Closing Date and/or from acts or omissions related thereto arising on or prior to the Closing Date;
(e) any Excluded Assets; and/or
(f) the noncompliance by Seller with respect to any bulk transfer law in connection with the transactions contemplated by this Agreement.
Indemnification Provisions for Buyer’s Benefit. (a) Provided that Buyer makes a written claim for indemnification, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim within the applicable survival period set forth in Section 12.2, subject to the limitations set forth in this Section 12, each Seller severally, and not jointly, based on their respective Pro Rata Share of such amounts, on his or her own behalf and on behalf of his or her successors, executors, administrators, estate, heirs and assigns (collectively, the “Seller Indemnifying Parties”, and each individually, an “Seller Indemnifying Party”) shall indemnify Buyer and Buyer’s directors, managers, officers, employees, affiliates, members, direct and indirect partners, equityholders, agents, attorneys, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against the entirety of any Damages of Buyer Indemnified Parties arising out of, or by reason of (i) any inaccuracy in or breach by the Company of such party’s representations and warranties set forth in Section 3, or in any certificate delivered by or on behalf of the Company pursuant to Sections 10.1(a) hereunder prior to the Closing, (ii) any breach of any covenant or agreement contained in this Agreement to be performed or complied with by the Company at or prior to the Closing, (iii) any Closing Indebtedness not taken into account in the Final Adjusted Purchase Price, (iv) any Seller Transaction Expenses not taken into account in the Final Adjusted Purchase Price, (v) any errors in the Payment Allocation Certificate except to the extent directly related to errors in the calculation of the Adjusted Purchase Price or any adjustments thereto, (vi) Indemnified Taxes, (vii) the Specified Matters, or (viii) the matters set forth on Schedule 12.3(a)(viii). Provided that Buyer makes a written claim for indemnification, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim within the applicable survival period set forth in Section 12.2, subject to the limitations set forth in this Section 12, each Seller severally, and not jointly, on his, her or its own behalf and on behalf of his, her, or its Seller Indemnifying Parties shall indemnify Buyer Indemnified Parties from and against the entirety of any Damages of Buyer Indemnified Parties arising out of, or by reason of (A) any inaccuracy in or breach by such Seller of such Seller’s representations ...
Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches any of his, her, or its representations, warranties, covenants, or obligations (including but not limited to delivery and execution of items required to be delivered under this Agreement) contained herein, and provided that Buyer makes a written claim for indemnification against any Seller pursuant to ss.11(h) below, then each Seller shall be obligated jointly and severally to defend, indemnify and hold harmless Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach including, but not limited to reasonable attorney's fees, costs and expenses.
(ii) Each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any failure of Seller to satisfy any obligations, warranties, representations, conditions or any other responsibilities or acts required to be performed by Seller pursuant to the terms of this Agreement including, but not limited to reasonable attorney's fees, costs and expenses.
(iii) Any indemnification provided in ss.8(b) shall survive the Closing Date.
