Indemnity by Sellers. (a) except as provided below in clauses (f) and (g), the untruth, inaccuracy or incompleteness of any representation or warranty of such Seller and/or of NAESCO contained in this Agreement or the Schedules hereto or in any document, writing, certificate or data delivered by such Seller under this Agreement; provided, and only to the extent, that Buyer's Loss therefrom exceeds -------- --- ---- -- --- ------ $1,000,000;
(b) Liabilities of such Seller (whether known or unknown) other than Assumed Liabilities, including, but not limited to, Excluded Liabilities;
(c) any Third Party Claim against the Buyer Indemnified Parties based on or relating to such Seller's ownership, operation or use of the Acquired Assets prior to the Initial Closing Date or any Subsequent Closing Date, as the case may be, that is not an Assumed Liability;
(d) the Excluded Assets;
(e) any breach by such Seller of any covenant, agreement or obligation of the Sellers contained in this Agreement or any certificate required to be delivered by such Seller pursuant to this Agreement;
(f) any intentional misrepresentation or fraudulent breach of any representation or warranty of such Seller or NAESCO contained in this Agreement or the Schedules hereto; provided that the indemnity obligations resulting or arising from this clause (f) shall not be subject to the following limitations: (i) the $1,000,000 threshold in clause (a), (ii) the cap on Liability set forth in Section 9.5 or (iii) the survival period set forth in Section 9.1; or
(g) the untruth, inaccuracy or incompleteness of any representation or warranty contained in Sections 3.7(a) and (b) and 3.13(e); provided that the indemnity obligations in this clause (g) shall not be subject to the following limitations: (i) the $1,000,000 threshold in clause (a) to the extent such threshold would otherwise applied to the representations in Sections 3.7(a), 3.7(b) or 3.13(e), (ii) the cap on Liability set forth in Section 9.5 or (iii) the survival period set forth in Section 9.1. The indemnification obligations of the Sellers arising out of this Section 9.3 shall be several and not joint or joint and several and shall be limited to each Seller's Proportionate Ownership of any Loss, and no Seller shall have any obligation under this Section 9.3 until such Seller has transferred its Ownership Share to the Buyer; provided, however, that subject to the proviso set forth in Sections 9.3(a) and to Section 9.5, each Seller alone shall be liable to the ...
Indemnity by Sellers. From and after the Closing Date, Sellers shall -------------------- jointly and severally indemnify, defend and hold harmless Buyer and its shareholders, directors, officers and employees (collectively, the "Buyer Indemnified Parties"), from and against and in respect of, and shall on demand pay to the Buyer Indemnified Parties the full amount of any and all losses and/or liabilities (including without limitation reasonable attorneys' fees) suffered or incurred by any Buyer Indemnified Party due to, by reason of, or the existence of which would constitute: (i) any untrue representation, breach of warranty or breach or non-fulfillment of any covenant or agreement by Sellers contained in any Asset Transfer Document; (ii) any Tax unpaid and owing by Sellers, including without limitation any payroll, unemployment or social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers; (iii) any liability arising out of, relating to or connected with any act or omission in respect of the Assets accruing prior to the Closing Date; and (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.
Indemnity by Sellers. Subject to Clause 8.1.3, each Seller hereby undertakes to the Purchaser (for itself and on behalf of each other member of the Purchaser’s Group (including any Delayed Target Group Companies) and their respective directors, officers, employees and agents) that, with effect from Closing, such Seller will indemnify on demand and hold harmless each member of the Purchaser’s Group (including any Delayed Target Group Companies) and their respective directors, officers, employees and agents against and in respect of any and all:
(i) Excluded Liabilities; and
(ii) Liabilities, including legal fees, to the extent they have arisen or arise (whether before or after Closing) as a result of or otherwise relate to any act, omission, fact, matter, circumstance or event undertaken, occurring or in existence or arising before Closing so far as related to: (a) any anti-bribery warranty set out in this Agreement, including without limitation those set forth in paragraph 10 of Schedule 13, not being true and correct when made; (b) any governmental inquiries or investigations involving that Seller, its Affiliates or its Associated Persons; (c) save to the extent in existence as at the date of this Agreement, any limitation, restriction or other reduction in drug registrations, regulatory licenses, listings or market approvals, governmental pricing or reimbursement rates relating to any products of the relevant Seller’s Contributed Business and affecting their future profits as a result of any such limitation, restriction or reduction; or (d) any other claim, litigation, investigation or proceeding to the extent related to any of the foregoing (a) to (c), including but not limited to costs of investigation and defence and legal fees.
Indemnity by Sellers. Except as otherwise provided in this -------------------- Agreement, the Sellers shall be liable for, and shall indemnify and hold harmless the Buyer's Indemnitees from and against, (i) any Taxes that may be imposed on or incurred by the Partners and/or the Partnership with respect to all taxable periods ending on or prior to the Closing Date; and (ii) any Taxes allocated to the Sellers pursuant to Section 3 hereof. The indemnification described in this Section 2 shall not apply to the extent of any Taxes (other than United States federal income Taxes) that are reflected as a current accrued tax liability on the 1996 Balance Sheet. Anything in this Agreement to the contrary notwithstanding, the indemnification described in this Section 2 shall be subject to and governed by the provisions of Article 11 of the Stock Purchase Agreement, with the indemnified amount to be treated under said Article 11 as Damages incurred by reason of breach of the representations and warranties in Section 4.24 of the Stock Purchase Agreement.
Indemnity by Sellers. Sellers shall, jointly and severally, indemnify Buyers and their affiliates, directors, officers, managers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless from any and all damage, loss, cost, penalty, liability and expense (including, without limitation, reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by the Buyer Indemnified Parties (whether originally asserted against or imposed on the Buyer Indemnified Parties by a third party or originally incurred or suffered directly by the Buyer Indemnified Parties) arising directly out of any breach of any representation or warranty, covenant or agreement made or to be performed by Sellers pursuant to this Agreement (such breach, a "Seller Breach").
Indemnity by Sellers. Sellers shall, jointly and severally, indemnify Buyers and their affiliates, directors, officers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless from any and all damage, loss, cost, penalty, liability and expense (including, without limitation, reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by the Buyer Indemnified Parties (whether originally asserted against or imposed on the Buyer Indemnified Parties by a third party or originally incurred or suffered directly by the Buyer Indemnified Parties) arising directly out of any breach of any representation or warranty, covenant or agreement made or to be performed by Sellers pursuant to this Agreement, or arising directly out of any liability or obligations under the Multiple Party Vendor Contracts to the extent such liability or obligations have not been disclosed to Buyers in the summaries of the Multiple Party Vendor Contracts (such breach, a "Seller Breach").
Indemnity by Sellers. Subject to the provisions of Section 8.4 of this Agreement, Sellers agree to indemnify, defend, protect and hold Purchaser and its officers, directors, shareholders and agents harmless for, from and against any and all (i) liabilities of Sellers, (ii) Claims sustained directly or indirectly by Purchaser based on pre-closing operation of Sellers' business, and (iii) breach of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in Section 8.4, that exist at the date of closing or are based on the conduct of Sellers' business prior to the date of Closing.
Indemnity by Sellers. Sellers, jointly and severally, will defend, indemnify and hold harmless Parent, the Purchaser and their respective directors, officers, employees, shareholders, representatives and agents against any loss, cost, damage, liability, obligation, claim or expense (including reasonable attorney fees and court costs but excluding any consequential, incidental, exemplary or similar damages) (collectively the "Indemnified Losses") resulting from or relating to (a) any breach of any representation, warranty, covenant or agreement made by Sellers in this Agreement that under Section 7.1 survives the Closing or any breach or nonperformance of any agreement entered into by any Seller at Closing, (b) any liabilities of Sellers not assumed by the Purchaser pursuant to this Agreement, and (c) the successful enforcement of Sellers' indemnification obligations under the Agreement.
Indemnity by Sellers. After Closing, Sellers shall indemnify, defend and hold harmless SGI and its respective directors, officers, employees and agents from and against any Liabilities arising out of or resulting from any untrue representation or breach of warranty of Sellers as set forth in this Agreement, or a default or breach of any covenant or agreement made by Sellers under this Agreement.
Indemnity by Sellers. The Sellers, Xxxx and Koncepolski (collectively, the "NKA Indemnitors") hereby jointly and severally indemnify, and agree to defend and hold harmless Clariti and each of its Affiliates from, against and in respect of all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, injuries, deficiencies, demands, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) (collectively, the "Losses") that arise out of, result from or relate to any of the following:
(a) the inaccuracy of any representation or warranty made by the Company or any of the NKA Parties (or any of them) herein, including as a result of any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by the Company or any of the NKA Parties hereunder (in each case, as such representations and warranties would read if all references to materiality and Material Adverse Effect were deleted therefrom); provided, however, that the NKA Indemnitors shall be liable under this Section 9.2(a) in respect of Losses only to the extent that the aggregate amount of such Losses exceeds $100,000; provided, further, that the threshold shall not apply to any Losses that result from the inaccuracy of any representation or warranty contained in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7, 3.15, 3.24, 3.25 or 3.26 hereof or to any claim based upon fraud.
(b) the breach or nonfulfillment of any agreement or covenant of the Company or any one of the NKA Parties contained herein or in any agreement or instrument required to be entered into in connection herewith. In the event that the NKA Indemnitors may be obliged to indemnify under both subsection (a) and subsection (b) of this Section 9.2, their obligations under subsection (b) shall be controlling and the time and dollar limitations (if any) provided in Sections 9.1 and 9.2(a) hereof relating to their obligations in respect of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty as described in Section 9.2(a), shall not apply. Clariti shall provide Sellers written notice for any claim made in respect of the indemnification provided in this Section 9.2, whether or not arising out of a claim by a t...
