Post Closing Indemnification. The buyer typically will require the seller to represent and warrant to the buyer certain facts about the business being sold. This is usually coupled with an obligation on the seller to indemnify the buyer if these representations are not true, and to indemnify the buyer if a party with a claim against the seller asserts this claim against the buyer except for a liability that the seller agrees to assume. These indemnification provisions typically include provisions regarding how long after closing the buyer can assert a claim against the seller, a threshold in the amount of claims below which the buyer cannot assert a claim, one or more caps on the amount of claims the buyer can assert, and whether any part of the purchase price will be withheld as security for paying the buyer’s claims. These indemnification provisions often are the subject of extensive negotiation. Fortunately, the provisions have become standardized enough such that the parties can negotiate them in concept in the LOI and leave the detailed drafting for the purchase agreement. In addressing the post-closing indemnification, the parties should consider whether to obtain insurance for the seller’s representations and warranties, and if so how the cost of this insurance is borne. Insurance is becoming much more common because of the benefit provided both parties: the buyer gets assurance that there will be a source of funds to satisfy the buyer’s claims, and the seller is relieved from the obligation to pay any claims above a threshold amount.
Post Closing Indemnification. (a) From and after the Closing Date, each Principal shall jointly and severally defend, indemnify and hold harmless Buyer and its subsidiaries (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) except for matters referred to in clauses (ii) and (iii) hereof, any inaccuracy in or breach of or omission from any of the representations or warranties made by Principals in Article II of this Agreement or pursuant hereto (as amended by the Disclosure Supplements), or any nonfulfillment, partial or total, of any of the covenants or agreements made by Principals in this Agreement to the extent not waived by Buyer in writing; (ii) any claim, action, suit, proceeding or investigation of any kind by WSI Corporation or its successors or assigns relating to or arising from the relationship between the Company and EarthWatch, including without limitation any claim, action, suit, proceeding or investigation by WSI Corporation in connection with that certain Letter of Intent between the Company and EarthWatch referred to in Schedule 2.14 of the Disclosure Schedule, or agreements entered into between the Company and EarthWatch pursuant to such Letter of Intent; and (iii) there being outstanding at the Closing any shares of capital stock of the Company other than those set forth on Schedule 1 attached to the Stock Purchase Agreement or any right of a person to purchase or receive any additional shares of capital stock or other securities of the Company, including without limitation any outstanding subscriptions, scrip, warrants, commitments, conversion rights, calls, options or agreements to issue or sell additional securities of the Company.
Post Closing Indemnification. The Buyer will indemnify the Sellers, their affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any loss, cost, damage, or other expense (including attorney's fees) (collectively, "Losses") that arise from operation of the Restaurants or related properties after Closing. The Sellers (jointly and severally) will indemnify the Buyer, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the Restaurants or related properties on or before the Closing.
Post Closing Indemnification. NPC will indemnify PH, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any loss, cost, damage, or other expense (including attorney's fees) (collectively, "Losses") that arise from operation of the PH Restaurants or related properties after Closing. Similarly, PH will indemnify NPC, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the NPC Restaurants or related properties after closing. PHI and PH (jointly and severally) will indemnify NPC, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the PH Restaurants or related properties on or before the Closing. Similarly, NPC will indemnify PH, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the NPC Restaurants or related properties on or before the Closing.
Post Closing Indemnification. Purchaser shall indemnify and hold Seller harmless for, from and against any and all Claims incurred by Seller by reason of or arising out of or related to liabilities for damages to third parties that are based upon matters relating to the use, operation, ownership, maintenance or construction of the Property from and after the Closing Date (excluding (A) matters which Purchaser is expressly not required to indemnify Seller under this Agreement or under the Management Agreement, (B) matters arising due to a breach or default by Manager under the Management Agreement and (C) the Existing Litigation).
Post Closing Indemnification. Buyer will indemnify Sellers, their affiliates, subsidiaries, employees, officers, directors, and agents against any loss, cost, damage, or other expense (including attorneys' fees) that arises from operation of the Restaurants or related properties after Closing. Sellers (jointly and severally) will indemnify Buyer, its affiliates, subsidiaries, employees, officers, directors, and agents against any loss, cost, damage, or other expense (including attorneys' fees) that arises from operation of the Restaurants or related properties on or before the Closing.
Post Closing Indemnification. (a) Subject to the provisions of Section 8.1, from and after the Closing, Company and Company shall indemnify and hold harmless Launch for, from and against any and all damages arising out of, resulting from or in any way related to a breach of, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements made by Company or Company, respectively, in this Agreement or in any document or certificate delivered by Company or Company at the Closing pursuant hereto.
Post Closing Indemnification. 9.1Indemnification of Sentynl Indemnified Parties. Subject to the limitations set forth in this Article 9 and to the extent not Damages otherwise indemnifiable by Sentynl under Section 9.2, from and after Closing, Cyprium shall indemnify and hold harmless Sentynl and its officers, directors, employees, agents, Affiliates, successors, and assigns (each, a “Sentynl Indemnified Party”) from and against all Damages incurred by the Sentynl Indemnified Parties to the extent based upon, arising out of, with respect to, or by reason of:
Post Closing Indemnification. If a claim is bought after the Closing against any person who was an officer or director of E3 as of the date of this Agreement, and that claim is based upon such person's status as an officer, director, Employee or agent of the E3, or any of the E3 Subsidiaries, prior to the Closing, and that person would have been entitled to indemnification against such claim under the provisions of E3's Articles of Incorporation in effect as of September 6, 2001, then the Surviving Corporation shall indemnify such person to the same extent as that person would have been entitled to under the provisions of E3's Articles of Incorporation in effect as of September 6, 2001. 50 55 ARTICLE X
Post Closing Indemnification. (a) From and after the Effective Time, Holdings shall cause to be maintained in effect in all respects the current obligations of Catalytica pursuant to any indemnification agreements between Catalytica (or any of its Subsidiaries) and its directors and officers in effect immediately prior to the Effective Time and any indemnification provisions under the certificate of incorporation and bylaws of Catalytica as in effect on the date hereof. The certificate of incorporation and/or bylaws of Holdings and the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the indemnified parties thereunder (the “Catalytica Indemnified Parties”) as those contained in certificate of incorporation and bylaws of Catalytica as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of the Catalytica Indemnified Parties, unless such modification is required by law.
