Indemnification to Buyer Clause Samples

Indemnification to Buyer. Subject to the provisions of this Chapter 7 (Indemnification), ▇▇▇▇▇▇, individually and not severally, undertake to indemnify, defend and hold harmless Buyer, the Company (after the Closing) and/or its Affiliates, and their respective partners, investors, officers, directors, employees, agents or any of their legal successors in any capacity (“Buyer's Indemnified Parties”) for any Loss that is incurred by a Buyer's Indemnified Party (“Buyer's Indemnifiable Losses”): (i) as a result of non-compliance, falsehood, or breach of any of the representations and warranties made under the Section 5.1 (Sellers' Representations and Warranties); (ii) as a result of non-compliance or breach of any obligation assumed by Sellers under this Agreement and/or other agreements, instruments, or documents of the Transaction; (iii) as a result of acts, facts, omissions, events, business or judicial, administrative or arbitration proceedings that relate to events occurred up to and including the Closing Date (even if materialized after the Closing Date), regardless of whether or not they have been identified in the course of the due diligence process carried out by Buyer, whether or not informed through the representations and warranties provided under this Agreement or its Exhibits, or whether or not they are known to Buyer, the Company and/or Sellers; (iv) [***]; (v) if Buyer and/or Company shall be deemed after the Closing, at any time, successor or liable, for Losses (a) of Sellers or Sellers' Related Parties, directly or indirectly, or (b) of the Company, in which case provided that the event occurred before the Closing Date (inclusive); (vi) [***]; and (vii) as a result of a possible eviction in relation to the Acquired ▇▇▇▇▇▇, considering that ▇▇▇▇▇ is guaranteed all the rights granted to a third party acting in good faith in the event of eviction in relation to any of the Acquired Shares.

Indemnification to Buyer. In accordance with this Article VII each of the Selling Parties, severally and not jointly, shall defend, indemnify and hold harmless each of Buyer, Buyer’s Affiliates, and their respective officers, directors, Employees, shareholders, members, successors, assigns, agents, advisers and representatives (collectively, the “Buyer Indemnitees”) from and against, and shall pay or reimburse Buyer Indemnitees for, any obligation, loss, demand, fines, penalties, royalties, cost, expense, fee, Litigation, judgment, order, decree, injunction, stipulation, deficiency, damage or other Liability (whether absolute, accrued, fixed, conditional, contingent, known or unknown, or otherwise, and whether or not resulting from third party claims, and including reasonable attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of their respective rights hereunder), (collectively, “Losses”) that any of them may become subject to, or shall incur or suffer, resulting from, relating to or arising out of: (i) a breach of a representation or warranty when made or deemed made by Company or such Selling Party under this Agreement or in a certificate delivered by Company or such Selling Party under this Agreement; (ii) (A) a breach or non-fulfillment of a covenant or other obligation of such Selling Party under this Agreement, or (B) a breach or non-fulfillment of a covenant or other obligation of Company applying at or before the Closing under this Agreement; (iii) any Indemnifiable Liability, Violation of Law Claim or Litigation Claim with respect to the Company or such Selling Party; or (iv) any untrue statement of material fact, or any omission to state a material fact required to be stated or necessary to make statements therein not misleading, by Company or such Selling Party contained in any Governmental Approval or other Consent that is required to be filed, solicited or obtained by Company or such Selling Party prior to Closing under this Agreement; provided, however, that such indemnification shall not relate to any statement or information provided by Buyer or its Affiliates that is included in any such Governmental Approval or other Consent.

Indemnification to Buyer. Subject to the limitations set forth in this SECTION 8, from and after the Effective Time, Seller and BridgeSpan Inc. shall, jointly and severally, indemnify, defend and hold harmless Buyer, Capital Title Group, Inc., and their respective officers, directors and agents (each of the foregoing parties is hereinafter referred to individually as a "BUYER INDEMNIFIED PERSON" and collectively as "BUYER INDEMNIFIED PERSONS") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGES"), that any of the Buyer Indemnified Persons incurs by reason of or in connection with (a) any misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement, including any exhibits or schedules attached hereto, (b) any failure by Seller to pay or perform when due any of the Excluded Liabilities, or (c) the provisions of Section 5.4.6 above. Any recovery for Damages by a Buyer Indemnified Person hereunder shall be net of any insurance proceeds actually recovered and/or net tax benefits realized by Buyer or any of its affiliates as a result of such Damages.

Indemnification to Buyer. (a) Subject to the terms and conditions of this Agreement and the Indemnification Escrow Agreement, Buyer shall be indemnified and defended against and held harmless from any and all liabilities, losses, costs, expenses (including without limitation, reasonable attorney’s fees) of and damages to (collectively, “Losses”) Buyer arising out of or with respect to the breach of any representation or warranty of the Company, Parent or Stockholders, as the case may be, in this Agreement or any covenant or agreement in this Agreement or in any of the Operative Documents, by the Company, Parent or Stockholders, as the case may be; provided that under no circumstance shall the term “Losses” include, or Buyer be indemnified for, lost profits, provided, further, that any claim for Losses pursuant to this Section 8.2 shall be without duplication of any claim for Pre-Closing Taxes or Losses relating hereto pursuant to Section 5.2. (b) No claim may be made for indemnification pursuant to this Section 8.2 with respect to any individual item of Loss, unless the aggregate of all Losses of Buyer with respect to this Section 8.2 exceeds $250,000 (the “Indemnity Deductible Amount”); provided however that (i) individual items of Loss under $10,000 (the “De Minimus Threshold”) shall not be taken into account in determining whether the Indemnity Deductible Amount has been met; and (ii) after the Indemnity Deductible Amount is exceeded, Buyer shall only be entitled to recover Losses in excess of the Indemnity Deductible Amount, except that claims based upon a breach of the representations and warranties in Section 3.1 (Good Title); Section 3.2 (Enforceability); and Section 3.3 (Authority) (the “Stockholders’ Representations”) or a breach of the representations and warranties in Section 2.2 (Enforceability); Section 2.3 (Capitalization); Section 2.18 (Inventories); Section 2.19 (Accounts Receivable) or a breach of covenants under Section 5.2 (Filing of Tax Returns and Payment of Taxes) (Sections 2.2, 2.3, 2.18, 2.19 and 5.2 being referred to herein collectively as the “Excluded Sections”) shall not be subject to the De Minimus Threshold or satisfaction of the Indemnity Deductible Amount. (c) The aggregate liability of the Company, Parent and Stockholders pursuant to this Section 8.2, other than for any claims based upon fraud or a breach of any of the Stockholders’ Representations, which claims shall be governed by Sections 8.2(d) and 8.2(e), shall be limited to the sum of (y) the ...

Indemnification to Buyer. The Shareholder agrees to indemnify, defend and hold Buyer, its Affiliates, the successors and assigns of Buyer and its Affiliates, and the shareholders, directors, members, managers, partners, officers, employees, agents, and representatives of any of the foregoing (“Buyer Indemnitees”) harmless against and in respect of 13.1.1 any claim, suit, demand, action, cause of action, loss, cost, damage, liability, expense, fine, penalty, or other amount (a “Claim”) suffered or incurred by Buyer because of a breach of any agreement, covenant, or obligation of the Company or the Shareholder incurred under this Agreement, or because any representation or warranty of the Company or the Shareholder under this Agreement is false as of the date of this Agreement or the Closing Date; 13.1.2 any Claim relating to that certain action pending in the Superior Court of California, Contra Costa County, Case No. C1400754 (“Ga▇▇▇▇ ▇laim”); 13.1.3 all contingent undisclosed liabilities which the Company becomes obligated to pay and which exist at the Closing Date whether or not the Shareholder or the Corporation have notice thereof or of the facts or circumstances which give rise thereto; 13.1.4 any assessment for taxes of the Company for any period up to and including the Closing Date; 13.1.5 all reasonable costs and expenses (including, without limitation, accounting and attorneys’ fees) incurred by or in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 13.1.

Indemnification to Buyer. From and after the Closing Date, Seller shall indemnify and hold Buyer harmless from and against any and all claims, losses, expenses, damages or liabilities arising out of or relating to any of the following: (i) the representations and warranties set forth in this Agreement or in any other document, Schedule, instrument or certificate furnished to Buyer by or on behalf of Seller in connection herewith not being true and correct in all material respects on the Closing Date; (ii) any breach, violation or nonperformance in any material respect of a covenant, agreement or obligation to be performed hereunder on the part of Seller; (iii) any claims against, or liabilities or obligations of Seller not specifically assumed by Buyer pursuant to this Agreement; or (iv) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses incurred in investigating, preparing or defending any litigation or proceedings, commenced or threatened) incident to this Section 7.9(c) or the enforcement of this Section 7.9(c).