Indemnity by the Sellers. Subject to the provisions of Sections 11.3 through 11.9, the Sellers, jointly and severally, agree to indemnify, defend and hold the Buyer and its Affiliates harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including the reasonable fees and disbursements of counsel (collectively, the “Losses”), related to or arising directly or indirectly out of any of the following:
(a) any inaccuracies in any representation or warranty made by the Sellers in this Agreement or any failure or breach by either Seller of any covenant, obligation, or undertaking made by such Seller in this Agreement;
(b) except for the Assumed Liabilities, and whether or not the event, circumstance or fact giving rise to Losses also constitutes a breach of any of the representations or warranties or covenants of the Sellers, any and all claims, liabilities and obligations arising out of the operation of the Business or the use of the Acquired Assets in the operation thereof or any business carried on by the Sellers or any of their predecessors on or prior to the Closing Date (whether asserted before or after the Closing Date), including the following:
(i) any actual or alleged liability for (x) death or injury to person or property arising as a result of any actual or alleged defect in any product sold or manufactured or service rendered by any Seller and/or the Seller Subsidiary on or prior to the Closing Date or (y) any warranty or similar claims arising out of defects in any product sold or services performed by a Seller and/or the Seller Subsidiary on or prior to the Closing Date;
(ii) any claims, liabilities and obligations arising from the Excluded Liabilities;
(iii) any violation on or prior to the Closing Date of any Requirement of Law or any order, judgment, writ, injunction, decree or similar command of any Governmental Entity;
(c) except for the Assumed Liabilities, any claim by, or liability or obligation to any employee of the Sellers and/or the Seller Subsidiary in connection with his or her employment or termination of employment on or prior to the Closing Date by a Seller or the Seller Subsidiary;
(d) any actual or asserted liability for Taxes of any Seller and/or the Seller Subsidiary, or any entity in which any Seller and/or the Seller Subsidiary have a direct or indirect interest; provided, that (i) any real property Taxes, personal property Taxes or similar ad valorem Taxes levied with respect to t...
Indemnity by the Sellers. From and after each Closing, the Sellers shall, in accordance with and subject to the limitations set forth in this Article XIII, indemnify, defend and save Aircastle and each other Purchaser Indemnified Party harmless from and against any and all Losses sustained or incurred by any Purchaser Indemnified Party resulting from:
(a) any breach, or failure to be true and correct, of a representation or warranty made by any Seller in Article V of this Agreement, in any certificate delivered by any Seller pursuant Section 11.02 or in any other Seller Document; provided, however, that (1) such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01 and (2) no Purchaser Indemnified Party shall have received or gained actual knowledge from a third party of a breach or the inaccuracy of such representation or warranty, and failed to inform GAIF in writing of such breach or inaccuracy, on or prior to the date such representation or warranty was made;
(b) any breach of any covenant or agreement made by any Seller in this Agreement provided, however, that, in the case of any Pre-Closing Covenant, such Purchaser Indemnified Party shall have asserted its claim for indemnification in writing prior to the expiration of any applicable survival period specified in Section 13.01;
(c) any claim relating to or arising from the ownership and operation of any Aircraft (w) prior to the Closing pursuant to which the Transfer and/or Delivery of such Aircraft was affected, directly or indirectly, hereunder, (x) with respect to any Accelerated A320 Aircraft, prior to the delivery of such Aircraft under the AXX Purchase Agreement, (y) with respect to any Accelerated BCF Aircraft, prior to the conversion of such Aircraft from passenger to freighter configuration in accordance with the terms of the Boeing Conversion Contract or (z) with respect to any Accelerated ERF Aircraft, prior to the delivery of such Aircraft pursuant to the Boeing Freighter Purchase Agreement; or
(d) any claim or assertion for broker’s or seller’s fees or expenses arising out of the transactions contemplated by this Agreement by a Person claiming to have been engaged by GAIF or any Seller or any of their respective Affiliates.
Indemnity by the Sellers. 9.2.1. (a) From and after the Closing, subject to Section 8.7 and the provisions of this Section 9, each Seller, severally, but not jointly or jointly and severally, in accordance with its Pro Rata Portion (and no individual Seller shall be responsible for more than its Pro Rata Portion), shall indemnify the Buyer and each of its Affiliates (including the Acquired Companies) and each of their respective successors and assigns (collectively, the “Buyer Indemnified Parties”) and hold them harmless from and against any and all Losses imposed on or suffered or incurred by the Buyer Indemnified Parties (i) to the extent resulting from or arising out of or in connection with any breach of any of the Specified Representations (other than any breaches by a Material Holder of the representations and warranties set forth in Sections 4.2 and 4.3, which are subject to Section 9.2.1(b) below) or the failure to perform any covenant or agreement of the Sellers in this Agreement or any covenant or agreement in this Agreement that is required by its terms to be performed by the Company prior to the Closing; and (ii) for unpaid Taxes of the Acquired Companies for any Pre-Closing Tax Period, except to the extent otherwise provided in Section 8.7.2(b) and in any case without duplication of amounts paid to the Buyer pursuant to Section 8.7.
Indemnity by the Sellers. Subject to the overall limitations, minimum amounts and time limitations set forth in Section 9.5 hereof, each Seller agrees to indemnify and hold the Buyer and its directors, officers, employees and Affiliates (as defined in the Tech Purchase Agreement) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, the fees and disbursements of counsel (collectively, "Losses"), related to or arising, directly or indirectly, out of any failure or any breach by the Sellers of any representation or warranty, covenant, obligation or undertaking made by the Sellers in this Agreement, any Schedule or Exhibit hereto, or any other certificate or other instrument delivered pursuant hereto.
Indemnity by the Sellers. Following the Closing, Golar, jointly and severally, and Keppel and B&V, each severally in relation to its respective Ownership Interest, shall be liable for, and shall indemnify, defend and hold harmless Buyer, the Transferred Subsidiaries and each of their officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against:
(a) any Losses suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Sellers in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Sellers;
(b) any fees, expenses or other payments incurred or owed by the Sellers to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement;
(c) any Losses suffered or incurred by such Buyer Indemnitee in connection with any claim for the payment of damages in relation to the Vessel for periods prior to the Closing;
(d) all liabilities for Taxes attributable to the Transferred Subsidiaries or the Vessel prior to the Closing Date;
(e) any Covered Environmental Losses, to the extent that the Sellers are notified by Buyer of any such Covered Environmental Losses within five (5) years after the Closing Date;
(f) any Losses, suffered or incurred by such Buyer Indemnitee by reason of the Acceptance Minimum Requirements (as such term is defined in the LTA) not being satisfied; and
(g) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any delay or repair costs associated with the Commissioning Activities and Acceptance Tests, including as a result of delays in the Project (as such terms are defined in the LTA) and any delays in completing the process of outfitting the Vessel with all materials, personnel and equipment required to perform FLNG Services as contemplated under the LTA. Provided, however, that in no event shall B&V or Keppel be liable to the Buyer Indemnitees under this Section 11.01 for any amount in excess of the portion of the Purchase Price received by it hereunder.
Indemnity by the Sellers. Subject to the provisions of --------- -- --- ------- Sections 13.3 through 13.9 and Section 16.16, from and after the Closing each Seller shall jointly and severally indemnify and hold the Buyer, its Subsidiaries and Affiliates (and each of their respective directors, officers, shareholders, agents and employees) (collectively, the "Buyer Indemnified ----- ----------- Parties") harmless from and with respect to any and all claims, actions, suits, ------- demands, assessments, judgments, obligations, liabilities, losses, damages, costs and expenses, including without limitation reasonable investigation, defense and prosecution costs and the reasonable fees and disbursements of counsel (collectively, the "Losses"), related to or arising out of any of the ------ following:
(i) any breach of any representation or warranty made by either Seller in this Agreement or the certificate referred to in Section 10.9, but excluding any breach of the Sellers' representations and warranties set forth in Sections 5.4 (e), 5.4(f), 5.4(g), 5.5(b), 5.6, 5.14(b) and 5.14(c) (the "Terminated Representations"); ---------- ---------------
(ii) any breach by either Seller of any covenant, obligation, or undertaking made by any Seller in this Agreement or any other Acquisition Agreement or the Ancillary Letter Agreement;
(iii) any Specified Seller Liabilities; provided, -------- however, that the Sellers shall not be obligated to indemnify or hold ------- the Buyer harmless from or with respect to Losses related to or arising out of the Pakistani judgment described on Schedule 14.4 to the extent -------- ---- that such Losses are incurred as a result of the conduct by the Buyer or its Subsidiaries of operations in Pakistan other than those operations that are conducted by the RECI Companies on the date of this Agreement or the Closing Date; and
(iv) any claim, liability or obligation relating to any broker or finder retained or utilized by any member of the Sellers or representing any member of the Sellers in connection with the transactions contemplated by this Agreement, including but not limited to Xxxxxxx Xxxxx.
Indemnity by the Sellers. Following the Closing, the Sellers shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless the Partnership, the Buyer and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against:
(a) any Losses, suffered or incurred by such Buyer Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, either Seller in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by either Seller;
(b) any fees, expenses or other payments incurred or owed by the Sellers to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transaction contemplated by this Agreement;
(c) any Losses, suffered or incurred by such Buyer Indemnitee by reason of the Acceptance Conditions (as such term is defined in the Charter) not being satisfied;
(d) any Losses, suffered or incurred by such Buyer Indemnitee as a result of any offhire time and repair costs associated with the Acceptance Tests (as such term is defined in the Charter); and
(e) any Losses, suffered or incurred by such Buyer Indemnitee in connection with any claim for the repayment of hire or damages for periods prior to the Closing; and
(f) any Losses, suffered or incurred by such Buyer Indemnitee after the Closing that are characterized as capital costs.
Indemnity by the Sellers. Without derogating from any section herein imposing upon Seller a specific duty to indemnify Buyer which indemnity shall be subject to the provisions of this Section 12, the Sellers, jointly and severally, hereby agree to indemnify and hold the Buyer harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including the reasonable fees and disbursements of counsel (collectively, the “Losses”), resulting from or arising out of any of the following:
(a) any breach by the Sellers, or any of them, of this Agreement (including the Schedules and Exhibits hereto);
(b) any claim, liability, obligation or damage to Buyer with respect to the Excluded Liabilities.
(c) any falsity or inaccuracy of any of the representations and warranties of the Sellers, or any of them, contained in this Agreement, or in any of the Transaction Documents.
(d) any third party’s claim against Buyer of any nature whatsoever with respect to the Acquired Assets that occurred or accrued prior to the Cut-Off Date;
(e) any claim by a former employee of Sellers, or any of them, related to its employment with Sellers, or any of them.
Indemnity by the Sellers. (a) Subject to the overall limitations, the minimum amounts and the time limitations set forth in Section 12.4, each of the Escrowing Sellers agrees severally, and not jointly, to indemnify and hold the Buyer and, after the Closing, the Company and its Subsidiaries, and their respective affiliates, officers and directors (collectively, the “Buyer Indemnitees”) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel (collectively, “Damages”), related to or arising directly or indirectly out of:
(i) any breach of or inaccuracy in any representation or warranty made by the Company in this Agreement or breach of or any inaccuracy in any certificate delivered by the Company at Closing pursuant hereto, including the officer’s certificate referred to in Section 7.3 and the Certificate of Closing Amounts;
(ii) any Taxes of the Company and its Subsidiaries (to the extent not paid by the Company and its Subsidiaries prior to the Closing) (x) with respect to any Taxable Period ending on or before the Closing Date and (y) with respect to the period to and including the Closing Date for a Taxable Period beginning before and ending after the Closing Date (collectively, “Pre-Closing Tax Periods”); provided, however, that the Sellers shall be liable only to the extent that such Taxes are in excess of the amount, if any, taken into account as a current liability for purposes of determining the Closing Date Tangible Net Worth and included in the calculation of the final Purchase Price. For purposes of this Section 12.1(a)(ii), in the case of any Taxes that are imposed on a periodic basis and are payable for a Pre-Closing Tax Period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Pre-Closing Tax Period ending on the day immediately prior to the Closing Date and not otherwise specifically allocable to either the period prior to or after the Closing Date shall (A) in the case of any Taxes other than Income Taxes, be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction, the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period and (B) in the case of any Income Tax, be deemed equal to the amount which would be payable if the relevant T...
Indemnity by the Sellers. Subject to the limitations set out in this Article VII, the Sellers shall jointly and severally indemnify and defend each of the Buyer Related Parties and save them fully harmless against, and shall pay and reimburse them for, any income Taxes (including, for greater certainty, any interest or penalties thereon) required to be paid by CML Healthcare Inc. or LifeLabs Inc. arising out of the CML-Lifelabs 97(2) Election (as defined in Schedule 4.16(b)) not having been accurately reflected in the Canadian federal income tax returns (and corresponding Alberta provincial income tax returns) and T5013 information returns of CML Healthcare Inc. and LifeLabs LP which were refiled as described on Schedule 4.16(b) (to the extent such Taxes were not included in the calculation of the Final Purchase Price) (an “Indemnifiable Tax”); provided, in no event shall the aggregate amount of Indemnifiable Taxes recovered from the Sellers pursuant to this Section 7.02 exceed $25,000,000 (the “Indemnity Cap”); provided, further, that the Sellers’ obligation to indemnify the Buyer Related Parties pursuant to this Section 7.02 shall survive until the date that is sixty days after the expiration of the period during which any assessment or re-assessment may be validly made by a Governmental Entity under applicable Laws in respect of any Tax that could be an Indemnifiable Tax (determined without reference to any consent, waiver, agreement or other document filed or made after Closing without the written consent of the Sellers, but including any extension attributable to any action taken by or with the consent of the Sellers), and thereafter terminate.
