Post Closing Indemnification Sample Clauses
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Post Closing Indemnification. (a) From and after the Closing Date, ▇▇▇▇▇▇ shall 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 and in Section 6.03, any inaccuracy in or breach of or omission from any of the representations or warranties made by ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ in this Agreement to the extent not waived by Buyer in writing; (ii) except for matters referred to in clause (iii) hereof and in Section 6.03, any claim, action, suit, proceeding or investigation of any kind relating to or arising from events occurring prior to the Closing Date, instituted by or against or involving the Company or any of its business or assets (other than those claims, actions, suits, proceedings and investigations set forth in Schedule 2.14 of the Disclosure Schedule) regardless of whether such claims, actions, suits, proceedings or investigations are made or commenced before or after the Closing Date, provided that Damages relating to claims, actions, suits, proceedings and investigations that relate to events occurring both before and after the Closing Date shall be equitably allocated 23 - 192 - between Buyer and Sellers and; (iii) the failure or inability of the Company to collect all accounts receivable reflected on the Financial Statements less the amount of $20,000, provided, however, the Company and Buyer shall have used all customary methods to collect such accounts receivable and provided further, that if ▇▇▇▇▇▇ shall be required to pay any amounts hereunder, Buyer or the Company shall assign uncollected accounts receivable to ▇▇▇▇▇▇, who may use all necessary reasonable means to collect it, including bringing an action in the name of the Company.
(b) From and after the Closing Date, Buyer shall defend, indemnify and hold harmless Seller...
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. 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.
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. The Buyer will indemnify the Seller, 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 Restaurants or related properties after Closing. The Seller 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. Notwithstanding the contractual statute of limitations set forth in Section 9.1 herein, Purchaser agrees, for a period of five (5) years from the Date of Closing, that it shall not cause to be amended, altered or in any way changed or permit to be amended, altered or changed the articles of incorporation or by-laws of the Company in any manner which adversely affects the rights to indemnification by any shareholder of the Company or any director, officer of employee of the Company who served in such capacity on or prior to the Date of Closing. The Company further agrees to maintain, if any, directors' and officers' liability insurance for five (5) years from the Date of Closing in form and the extent of coverage currently in effect for the Company. The Company further agrees that it shall cause any successor of the Company to be bound by the provisions contained in this Section 9.6. The agreements contained in this Section 9.6 shall survive the Closing of the transactions contemplated herein for a period of five (5) years from the Date of Closing.
Post Closing Indemnification. Section 7.1 Survival of Representations and Warranties ........................................................ 43 Section 7.2 Indemnification .................................................................................................... 44 Section 7.3
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.
(b) Subject to the provisions of Section 8.1, from and after the Closing, Launch shall indemnify and hold harmless Company 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 and the obligations made by Launch in this Agreement or in any document or certificate delivered by Launch at the Closing pursuant hereto. Securities Purchase Agreement BioAuthorize Holdings, Inc.
Post Closing Indemnification. 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: