Indemnification Provisions for the Benefit of Buyer. (a) Subject to the limitations set forth in Section 8.4, the Shareholders, jointly and severally, agree to indemnify and hold Buyer, the Company and their respective officers, directors and affiliates (collectively, the " Buyer Indemnified Parties") harmless from and against any and all Adverse Consequences (as defined below) any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (i) the breach of any of the Shareholders' representations, warranties, or, obligations contained herein, or (ii) the operation of the Company's insurance agency business or ownership of the Company Shares by the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of the Company or the Shareholders occurring before the Closing. For purposes of this Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.
(b) Each Shareholder shall, severally but not jointly, indemnify and hold the Buyer Indemnified Parties harmless from and against any and all Adverse Consequences any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by such Shareholder's breach of his covenants set forth in Sections 6.5 and 6.11. The Shareholders' indemnification obligations under this Section 8.2(b) shall not be subject to the limitations set forth in Section 8.4; however, each Shareholder's obligations under this Section 8.2(b) shall be limited to the value of the Buyer Shares issued to such Shareholder, as of the Closing Date.
Indemnification Provisions for the Benefit of Buyer. (a) If (i) JJMA or any Equity Participant Breaches (A) any representation or warranty of JJMA and/or any Equity Participant contained in this Agreement (regardless of the Party making such representation or warranty) or (B) any covenant of JJMA and/or any Equity Participant contained in this Agreement, or (ii) any claim relating to Seller and/or the JJMA ESOP is made by any participant in the JJMA ESOP against JJMA or any of its Affiliates or any claim is made by the Seller Trustee for Adverse Consequences relating to claims made by any participants in the JJMA ESOP or any other third parties (an “ESOP Related Claim”), and if Buyer makes a written claim for indemnification within three (3) years from the Closing Date, then, subject to the limitations contained elsewhere in this Article 10, the SAR/Option Holders shall severally, in accordance with the following proportions: (x) P. Xxxxxx Xxxxxxx, 40%, (y) Xxxxxxx Xxxxx, 40%; and (z) Xxxxx Xxxxxxxxxx, 20%, indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, agents, successors and assigns (the “Buyer Indemnitees”) from and against any Adverse Consequences that any such Buyer Indemnitee may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to or caused by the Breach or ESOP Related Claim. Notwithstanding the foregoing, Buyer shall not be entitled to indemnification under this Section 10.02(a) for any consequential or punitive damages except with respect to claims brought by third parties against Buyer.
(b) If Buyer is entitled to indemnification pursuant to Section 2.08(d) or Section 2.08(e) with respect to the determination of the Actual Net Working Capital or the Actual Supplemental Amount (a “Payment Adjustment Claim”), and if Buyer makes a written claim for indemnification within sixty (60) days from the Closing Date, then, subject to the limitations contained elsewhere in this Article 10, the Equity Participants shall severally in proportion to their Equity Proportions pay Buyer the amounts owed to Buyer pursuant to Sections 2.08(d) and 2.08(e).
(c) Except with respect to (i) any Breach of a Seller Basket Exception, (ii) any Breach of any covenant of JJMA and/or the Equity Participants contained herein, (iii) any Breach of the representations and warranties made in Sections 3.11, 3.13 (only with respect to the portions of Section 3.13 pertaining to ERISA or the violation or non-compliance with any Law), 3.14(e),...
Indemnification Provisions for the Benefit of Buyer. Subject to Section 8.4, the Shareholders, jointly and severally, agree to indemnify and hold Buyer, the Company and its officers, directors and affiliates harmless from and against (a) any amount of those accounts receivable of the Company aged as of the Closing Date over fifty-nine (59) days (the "Aged Accounts Receivable") which remain uncollected as of the one-year anniversary of the Closing Date, net of any reasonable reserve for bad debts, and (b) any and all Adverse Consequences (as defined below) any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (i) the material breach of any of the Shareholders' representations, warranties, obligations or covenants contained herein, or (ii) the operation of the Company's insurance agency business or ownership of the Company Shares by the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of the Shareholders, the Company, or its officers, directors or affiliates, occurring before the Closing. For purposes of this Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.
Indemnification Provisions for the Benefit of Buyer. (a) If the Closing occurs and subject to the other provisions of this Article XI, Seller shall indemnify, defend, save and hold the Buyer Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to:
(i) the breach of any representation or warranty of Seller or the Company contained in this Agreement when made or at and as of the Closing Date (or at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period);
(ii) the breach of any covenants or agreements of Seller contained in this Agreement (other than with respect to the Retained Liabilities and for Taxes, which are covered by clauses (iii) and (iv) below);
(iii) the Retained Liabilities; and
(iv) any and all Taxes, without duplication, (A) imposed on the Company or the Acquired Subsidiary for any Pre-Closing Tax Period (as determined in accordance with Section 7.10(a) for Straddle Periods); (B) for which the Company or the Acquired Subsidiary becomes liable by reason of being a member of any affiliated group (within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign Tax Law) on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, or foreign Tax Law; (C) for which the Company or the Acquired Subsidiary becomes liable by reason of being a transferee or successor of any Person (other than the Company or the Acquired Subsidiary), by contract or pursuant to any Law, with respect to an event or transaction occurring on or before the Closing Date; and (D) which are the responsibility of Seller as described in Section 7.10(g); provided, however, (Y) in the case of subclauses (A), (B), (C), or (D), only if and to the extent that such Taxes are in excess of the amount, if any, of such Taxes that are included as a liability and taken into account in the Final Net Working Capital that has been finally determined pursuant to Section 2.6, and (Z) that Seller shall have no obligation to indemnify the Buyer Indemnitees from and against any Claims and Losses arising out of or related to Taxes described in subclause (A) if such Taxes are attributable to transactions occurring after the Closing outside the ordinary course of business (other than any ...
Indemnification Provisions for the Benefit of Buyer. (a) Subject to the other provisions of this Article V, Seller shall indemnify, defend, save and hold the Buyer Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to:
(i) the breach of any representation or warranty of Seller contained in this Environmental Agreement;
(ii) all Corrective Action relating to Pre-Existing Environmental Conditions other than a Company Assumption (except to the extent addressed specifically in Sections 5.02(a)(v) or 5.02(a)(vi)), to the extent and pursuant to the procedures described in Section 4.01; provided that if the Company causes or permits a change in the use of Assets from industrial use after the Closing, then Seller shall not be required to incur any cost or make any expenditure with respect to Seller Remediation Activities related to such property greater than that which would have been required if such property had continued in its current use as of the Closing Date (i.e., industrial);
(iii) Third Party Claims arising under Environmental Laws (as in effect and as interpreted as of the Closing Date) for personal injury or property damage to the extent arising out of or relating to Releases of Hazardous Materials that occur from the ownership, operation or use of the Assets by the Company prior to the Closing Date;
(iv) except with respect to the Hawaii Consent Decree (which is addressed specifically in Section 3.03), any fine, penalty or other cost assessed by a Government Authority in connection with violations of Environmental Laws by the Company prior to the Closing Date;
(v) the Refinery Groundwater Remediation to the extent and pursuant to the procedures described in Section 4.01;
(vi) the replacement of underground storage tanks at the Retail Assets listed on Schedule 3.04, including Corrective Action relating to Pre-Existing Environmental Conditions identified at the time of such tank replacements other than a Company Assumption;
(vii) any fines or penalties imposed on the Company arising from the Hawaii Consent Decree to the extent related to the acts or omissions of Seller or the Company prior to the Closing Date; and
(viii) the Pearl City Superfund Site, including the presence or removal of any equipment located thereon, including any storage tanks or associated piping.
(b) No Claim may be asserted nor may any Proceeding be commenced against Seller pursuant to this Section 5.02 unless written notice of such Claim or Procee...
Indemnification Provisions for the Benefit of Buyer. In the event of a breach by Seller of any of its representations and warranties in Article 4.01 which survive the Closing, then Seller agrees, subject to Article 11.03 hereof, to indemnify and hold harmless Buyer and Buyer's Affiliates, and each of their respective current, former, and future directors, officers, employees and agents, and each of the successors, heirs and executors of any of the foregoing, from and against the entirety of any Losses
Indemnification Provisions for the Benefit of Buyer. (a) To the extent that any Diverting Employee (as defined below) diverts, on or before the one (1)-year anniversary of the Closing Date, any line of coverage which is part of
Indemnification Provisions for the Benefit of Buyer. (a) To the extent that any Diverting Employee (as defined below) directly or indirectly diverts, on or before the one-year anniversary of the Closing Date, any line of coverage which is part of any account comprising the Purchased Book of Business, subject to SECTION 1.5(C), Buyer shall be paid by Seller or Parent (which obligations shall be joint and several) an amount equal to (i) 3.0 times (ii) the aggregate annualized policy commissions on such diverted lines of coverage. For purposes of this Agreement, a "Diverting Employee" means any person who is an employee of Seller during the sixty (60)-day period prior to the Closing Date but does not become employed by Buyer by virtue of refusing to sign Buyer's standard employment agreement; provided, however, that any person that is employed by Buyer at any time during the one year period following the Closing Date shall not be a Diverting Employee (unless such person ceased to be employed by Buyer during such one year period because of such person's refusal to sign Buyer's standard employment agreement).
Indemnification Provisions for the Benefit of Buyer. In the event Seller breaches any of its representations, warranties, covenants or agreements contained in this Agreement and provided that Buyer makes a written claim for indemnification against Seller within the applicable survival period, then Seller agrees to indemnify, defend and hold harmless Buyer from and against all losses, liabilities, damages and expenses (including reasonable attorneys fees and expenses) (collectively, "Damages") Buyer suffers caused by such event; provided, however, that Seller will not have any obligation to indemnify Buyer from and against such Damages (a) until Buyer has suffered aggregate Damages, by reason of all such breaches, in excess of $1,000,000 (after which point Seller will be obligated only to indemnify Buyer from and against aggregate Damages in excess of $1,000,000) and (b) to the extent the aggregate Damages Buyer has suffered by reason of all of such breaches exceeds $15,000,000. Notwithstanding the foregoing, if the amount of any claim or series of related claims for Damages suffered by Buyer does not exceed $10,000, then the amount of such claim or series of claims will be excluded from the calculation of the aggregate amount of Damages for purposes of Section 9.2(a).
Indemnification Provisions for the Benefit of Buyer. After the Closing, Seller will indemnify, defend, and hold the Buyer Indemnitees harmless from and will reimburse the Buyer Indemnitees for any and all Adverse Consequences, directly or indirectly, to the extent resulting from, relating to, arising out of, or attributable to any one of the following:
(i) any Breach of any representation or warranty made by Seller in this Agreement; and
(ii) any Breach of any covenant or obligation of Seller in this Agreement.
