Indemnity Against Liabilities. The Sellers, jointly and severally, agrees to indemnify and hold harmless the Purchaser Indemnitees against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 2.04, but not be limited to, reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with:
(a) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement; and
(b) if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated hereby. The foregoing agreement to indemnify shall be in addition to any liability the Sellers may otherwise have, including liabilities arising under this Agreement.
Indemnity Against Liabilities. Winsonic and Shareholder agree to jointly and severally indemnify and hold harmless Parent, Merger Sub and the Surviving Corporation, and their respective officers, directors, employees and shareholders (“Indemnitees”) against and in respect of any and all:
(i) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon (A) any breach of any representation, warranty, covenant, or agreement of Winsonic or Shareholder contained in this Agreement, (B) any obligation or liability of any nature, accrued or contingent, of Winsonic or any of its Subsidiaries not specifically disclosed to the Parent and Merger Sub in accordance with this Agreement;
(ii) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the conduct of the business of Winsonic or any of its Subsidiaries prior to the Closing;
(iii) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the relationship between Winsonic or any of its Subsidiaries and any of their shareholders, members, investors, agents, employees, officers, directors, representatives or associates or arising out of or based upon any agreements or negotiations between any such parties; and
(iv) Claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by any Indemnitee) as and when incurred arising out of or based upon the failure of Winsonic or any of its Subsidiaries to obtain the consent of any Person whose consent is required to effectuate the Surviving Corporation’s right to any of Winsonic’s or any of its Subsidiaries’ assets under the terms existing prior to the Merger.
Indemnity Against Liabilities. Stockholders agree to indemnify and hold harmless the Purchaser, Acquired Corporation, and their respective officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the " Exchange Act") (the "Indemnitees") against any and all losses, liabilities, damages, and expenses whatsoever as and when incurred arising out of, based upon, or in connection with (a) any breach of any representation, warranty, covenant, or agreement of Acquired Corporation or Stockholder contained in this Agreement and (b), if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated hereby). The foregoing agreement to indemnify shall be in addition to any liability Acquired Corporation or Stockholder may otherwise have, including liabilities arising under this Agreement.
Indemnity Against Liabilities. (1) Each party to this Agreement agrees to indemnify and hold harmless the other parties to this Agreement and their respective officers, directors, controlling persons (if any), employees, attorneys, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement (the "Indemnitees") against and in respect of any and all claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of attorneys chosen by any Indemnitee), as and when incurred, arising out of or based upon any breach of any representation, warranty, covenant, or agreement of such party contained in this Agreement.
(2) Each Indemnitee shall give the indemnifying party prompt notice of any claim asserted or threatened against any Indemnitee on the basis of which that Indemnitee intends to seek indemnification from any indemnifying party as herein provided.
Indemnity Against Liabilities. 7 3.06 Right to Purchaser to Withhold Future Payments........................................................7 IV. Conditions to Obligations of Purchaser...................................................................8 4.01 Accuracy of Representations and Compliance with Conditions............................................8 4.02 Officers' Certificate Concerning Authority............................................................8 4.04
Indemnity Against Liabilities. 7.1.1 In respect of each Local Business, the Purchaser shall indemnify and hold harmless the Seller and, as an irrevocable third-party stipulation (onherroepelijk derdenbeding), the relevant Business Sellers against any Losses:
(a) with respect to the Assumed Business Liabilities, other than Fully Indemnified Liabilities;
(b) with respect to any Liability incurred by the Business Sellers after Closing arising from the conduct by the relevant Business Purchaser of the Business after Closing; and
(c) which the Business Sellers may suffer by reason of a Business Seller taking any reasonable action to avoid, resist or defend any Liability referred to in Clause 7.1.1(a).
7.1.2 If the Seller becomes aware of any matter or circumstance that is reasonably likely to give rise to a claim against the Purchaser pursuant to Clause 7.1.1, then the Seller shall within forty (40) Business Days deliver a notice to the Purchaser setting out such information as is available to the Seller or any of the Seller’s Group as is reasonably necessary to enable the Purchaser to assess the merits of the claim, to act to preserve evidence and to make such provision as the Purchaser may consider necessary, failing which notice shall not affect the Seller’s right to make the relevant claim under this Agreement except to the extent the Purchaser has been actually and materially prejudiced as a result of such failure.
7.1.3 If a claim pursuant to Clause 7.1.1 is connected with a claim by or liability to a third party, then:
(a) no admissions in relation to such third-party claim shall be made by or on behalf of the Seller or any of the Seller’s Group and the claim shall not be compromised, disposed of or settled without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed);
(b) the Purchaser shall be entitled at its own expense, by notice to the Seller, and the Seller’s Group shall duly and fully co-operate to allow the Purchaser, to participate in the defence of any such claim or liability; provided, however, that the Seller shall control the conduct of any related proceedings, negotiations or appeals; and
(c) where the Purchaser has issued a notice pursuant to Clause 7.1.3(b), the Seller and the Seller’s Group shall give, subject to their being paid reasonable costs and expenses, reasonable information and assistance including reasonable access (with reasonable notice and during business hours) to premises and personnel, and...
Indemnity Against Liabilities. The parties agree to indemnify each other with respect to any and all claims, losses, liabilities, costs and expenses (including attorney's fees and reimbursable expenses) which may be reasonably incurred by such non-breaching party arising out of a breach by such breaching party of any representations, warranties, covenants or agreements made in this Agreement, the exhibits hereto or any document or instrument delivered in connection with the transactions contemplated hereby.
Indemnity Against Liabilities. Stockholders agree to indemnify and hold harmless the Purchaser, Acquired Corporation, and the Indian Subsidiary, and, when acting as such, their respective officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement (the “Indemnitees”), against any and all losses, liabilities, claims, damages, and expenses whatsoever (which shall include, for all purposes of this Section 3.03, Section 3.04, and Section 5.01, but not be limited to counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, (collectively, “Losses”)) arising from:
(a) any breach of any representation or warranty of Acquired Corporation or any Stockholder contained in this Agreement, provided, however, that no indemnification shall be payable by Stockholders with respect to any claim for Losses arising out of, based upon, or in connection with the breach of any representation or warranty made by Stockholders: (i) asserted by Purchaser after the expiration or termination date, if any, prescribed for such representation or warranty in Section 5.04; (ii) except with respect to breaches of the representations and warranties in (a) Section 1.04 related to liabilities on the Closing Date Balance Sheet, asserted within 120 days of the Closing, (b) Section 1.04, relating to taxes, and (c) Section 1.12, until the total of such otherwise recoverable claims for indemnification shall exceed $40,000, at which time Purchaser shall be entitled to recover the amount of all such claims in excess of such amount; and (iii) in an aggregate amount (x) in excess of the sum of the amounts delivered by Purchaser to the Representative pursuant to Sections 3.01(b)(i), (ii), (iii), and with respect to the receivables and earned but unbilled amounts which appear on the Closing Date Balance Sheet; (y) minus $600,000.
(b) any breach of any Covenant or agreement of Acquired Corporation or any Stockholder contained in Article IV of this Agreement. The foregoing agreement to indemnify shall be in addition to any liability Stockholders may otherwise have, including liabilities arising under this Agreement.
Indemnity Against Liabilities
