Indemnity of Sellers. The Company agrees to defend, indemnify and hold harmless each Seller from and against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by such Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of Sellers. Each Seller makes no representation or warranty regarding and shall have no responsibility for (a) the truth or accuracy of any information with respect to or supplied by Lime, or any of its Affiliates (except for information supplied in writing by such Seller) contained in the Information Statement or the Registration Statement or any amendment or supplement thereto, or (b) the conformance of the Information Statement with the requirements of the Exchange Act and other applicable law, or (c) the conformance of the Registration Statement with the requirements of the Securities Act and other applicable law. With respect to such information, and in addition to the obligations under Section 6.8 above, Lime shall indemnify each Seller, director and officer of the Company as of the date hereof (collectively, the "Indemnified Party”), against any (i) losses, claims, damages or liabilities, joint or several, and amounts paid in any settlement approved by Lime (which approval shall not be unreasonably withheld or delayed) in connection with the foregoing, to which any of such persons may be subject, and (ii) legal or other expenses reasonably incurred by such persons in connection with investigating or defending against any such losses, claims, damages or liabilities insofar as such losses, claims, damages or liabilities are caused by (A) any untrue statement or alleged untrue statement of a material fact contained in the Information Statement or Registration Statement, or any amendment or supplement thereto, (B) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (C) the failure of the Information Statement to comply with the requirements of the Exchange Act and other applicable law, or (D) the failure of the Registration Statement to comply with the requirements of the Securities Act and other applicable law. This indemnity shall be payable as incurred and on demand. Each person entitled to be indemnified pursuant to this Section 6.9 shall give notice to Lime in writing promptly after obtaining knowledge of any claim or litigation for which indemnity may be had hereunder, but failure to do so shall not affect the right to indemnity hereunder. Lime shall only be obligated under this Section to pay the costs and expenses of one counsel for the Indemnified Parties as a group. If the indemnification provisions above are unavailable o...
Indemnity of Sellers. Purchaser shall indemnify and hold Sellers harmless against all of the liabilities of the Acquired Companies reflected on the Closing Date Balance Sheet. Without limiting the foregoing, Purchaser shall indemnify and hold X. Xxxxx harmless from any and all liabilities that X. Xxxxx may incur as a result of his guaranty of certain indebtedness of the Acquired Companies to American National Bank, and Purchaser shall cause X. Xxxxx to be released from such guaranty within twelve (12) months after the Effective Date.
Indemnity of Sellers. (a) Sellers shall indemnify Buyer and its affiliates, directors, officers, shareholders, employees, agents representatives, successors and assigns against any and all claims, and losses liabilities, damages, expenses, including reasonable attorney’s fees and costs of suit, to Buyer resulting from or related to any breach of Sellers’ covenants, warranties and representations contained in this Agreement (excluding breaches of Sections 3.1 (organization and corporate power), 3.2 (authorization), 3.11 (capital stock), 3.12 (Options or Other Rights) and 3.13 (Title to Shares) for which there is no time limitation) of which Buyer gives notice to Sellers within two years after the Closing Date; provided, however, such notice period shall be one year with respect to the representations and warranties contained in Sections 3.3, 3.8 and 3.10; provided, however, that Buyer or its successors and assigns will not be entitled to indemnification under this Section 8.1(a) for any individual claim which is less than $25,000 and until the aggregate of all claims that are within the scope of Sellers’ indemnity exceeds the sum of $500,000, and then only to the extent of any amount in excess of $500,000; provided further, that Sellers’ aggregate liability to indemnify Buyer under this Section 8.1(a) shall not exceed $7,500,000; provided, however, such limitations and thresholds shall not apply to a breach of the representations and warranties contained in Sections 3.1 (organization and corporate power), 3.2 (authorization), 3.11 (capital stock), 3.12 (Options or Other Rights) and 3.13 (Title to Shares), for which there shall be no floor or cap; provided further, that from and after the date that the Closing Balance Sheet is finalized in accordance with Section 1.3 of this Agreement, Sellers shall not be liable for breach of any representations and warranties that should have been resolved in connection with such preparation of the Closing Balance Sheet. Sellers shall be entitled to control the defense and resolution, including any settlement, of any matter as to which indemnity is sought against Sellers under this Section 8.1(a). Buyer shall promptly notify Sellers in writing of any third party claims for which indemnity is sought and Buyer shall cooperate fully in the defense of such matters.
(b) Sellers shall indemnify Buyer and its affiliates, directors, officers, shareholders, employees, agents representatives, successors and assigns against any and all claims, and losses ...
Indemnity of Sellers. Purchaser hereby agreed to indemnify Sellers against any Loss actually incurred by Sellers as a direct result of any breach by Purchaser of this Agreement. The limitations of liability in Section 9.2 above shall apply mutatis mutandis to the obligations of Purchaser under this Section 9.5 (excluding in respect of any losses resulting from breach of any payment obligations under this Agreement).
Indemnity of Sellers. Buyers assume liability for and, jointly and severally, agree to defend, indemnify and hold Sellers and any Seller affiliate, harmless from and against any and damages, injury to persons or property, claims, liabilities, losses, penalties, charges or expenses (including reasonable attorneys fees) of any and all kinds imposed on, incurred by or asserted against any Seller or Seller affiliate, arising out of or relating to Buyers failure to comply with the terms of this Agreement, or Buyers’ use, possession or operation of any of the Property by, through or under Buyers. This Section 12.1.1 shall survive the expiration or earlier termination of this Agreement.
Indemnity of Sellers. The Sellers and, with respect only to claims made hereunder by Buyer prior to the Closing, USTC, hereby jointly and severally agree to indemnify, hold harmless and reimburse Buyer and its directors, officers, stockholders, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of any breach or, with respect to third party claims, alleged breach of any representation, warranty, covenant or agreement of USTC or Sellers contained in this Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including
Indemnity of Sellers. Subject to the terms and conditions of this Article 11, Purchaser and Saint Xxxxx, jointly and severally, shall indemnify, defend and hold harmless Sellers and their respective officers, members, managers, employees, agents, affiliates, successors and assigns (the “Seller Indemnified Parties”) from and against any and all Losses incurred by the Seller Indemnified Parties as a result of or arising out of: (a) any breach of any of the representations, warranties or covenants made by Purchaser or Saint Xxxxx in this Agreement; (b) any Assumed Liability; or (c) the use of the Transferred Assets or operation of the Business subsequent to the Closing Date.
Indemnity of Sellers. The Sellers and, with respect only to claims made hereunder by Buyer prior to the Closing, SS&L, hereby jointly and severally agree to indemnify, hold harmless and reimburse Buyer and its directors, officers, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of any breach or alleged breach of any representation, warranty, covenant or agreement of SS&L or Sellers contained in this Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as they shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall be caused by or related to or shall arise out of such breach or alleged breach, whether or not any such Indemnified Person shall be named as a party thereto and whether or not any liability shall result therefrom. The Sellers and SS&L further agree that they shall not, without the prior written consent of Buyer settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 6.3 from all liability arising out of such claim, action, suit or proceeding.
Indemnity of Sellers. Purchasers undertake to jointly and severally defend and hold Sellers harmless from all Damages suffered or paid as a consequence of, or arising from:
(a) the inaccuracy of the Representations and Warranties contained in Article IV of this Offer;
(b) any default of the obligations undertaken by Purchasers hereunder; and/or
(c) the payment made by any of the Sellers of amounts claimed to any of the Sellers for bonds and personal guarantees granted by Xxxxxxx as stated in Exhibit 5.03
