Post-Closing Indemnity. If Closing occurs, thereafter (a) Buyer will indemnify, defend and hold harmless Seller, Seller’s affiliates, and their employees, agents, successors and assigns, (collectively, the “Seller Indemnified Parties”) for, from and against any and all demands, claims (including without limitation causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including without limitation reasonable attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, relating to the Property (collectively, “Claims”) that are brought by third parties against the Seller Indemnified Parties relating to any actual or alleged events, acts or omissions occurring with respect to the Property from and after Closing or with respect to which the claimed loss, damage or injury occurred from and after Closing; and (b) Seller will indemnify, defend and hold harmless Buyer, Buyer’s affiliates, and their employees, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”) for, from and against any and all Claims that are brought by third parties against the Buyer Indemnified Parties relating to any actual or alleged events, acts or omissions occurring with respect to the Property prior to Closing or with respect to which the claimed loss, damage or injury occurred prior to Closing. The obligations in this Section shall not apply to any Claims which the Parties have expressly agreed, elsewhere in this Agreement or in the Transfer Documents, will be addressed, handled or allocated in a manner contrary to the foregoing general provisions. The provisions of this Section shall survive Closing.
Post-Closing Indemnity. 8.3.1 From and after the Closing, the Company Stockholders shall indemnify and hold harmless the Company, the Parent, the Buyer and their Affiliates, directors, officers and employees from and against any and all Damages in accordance with and subject to the limitations set forth in Section 10.1 of this Agreement.
Post-Closing Indemnity. (a) Subject to the other provisions of this Agreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, the Seller shall indemnify and hold harmless the Buyer from and against any and all Damages arising out of or resulting from (i) a breach or failure to be true and correct of any of the representations or warranties made by the Company and the Seller in this Agreement (except the representations and warranties set forth in Article VIII), or any of the Ancillary Agreements as of the date of this Agreement or as of the Closing Date as if made on the Closing Date (or with respect to representations and warranties made as of a specific date, the failure to be true and correct as of such date), (ii) a breach or default in performance by the Company or the Seller of any covenant or agreement of the Company or the Seller contained in this Agreement (other than (A) covenants of the Company to be performed subsequent to the Closing and (B) covenants of the Seller contained in Section 7.8 hereof), and/or (iii) the items listed on Schedule 7.3(a)(iii) hereto (the “Specified Matters”). Any payment made to the Buyer by the Seller pursuant to the indemnification obligations under this Section 7.3 (including any payment received by the Buyer under the Representation and Warranty Insurance Policy) shall constitute a reduction in the Purchase Price hereunder. (b) Subject to the other provisions of this Agreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, the Buyer shall indemnify and hold harmless the Seller from and against any and all Damages arising out of or resulting from (i) a breach or failure to be true and correct of any of the representations or warranties made by the Buyer in this Agreement or any of the Ancillary Agreements as of the date of this Agreement or as of the Closing Date as if made on the Closing Date (or with respect to representations and warranties made as of a specific date, the failure to be true and correct as of such date), (ii) a breach or default in performance by the Buyer of any covenant or agreement of the Buyer contained in this Agreement, and/or (iii) a breach or default in performance of any covenant or agreement of the Company contained in this Agreement to be performed subsequent to the Closing. 7.4
Post-Closing Indemnity. (a) Subject to the provisions of this Article VIII, from and after the Closing, Seller Parties shall, jointly and severally, indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding Sellers), and their respective managers, directors, officers, employees, agents, representatives, advisors, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against any and all Damages arising out of, resulting from or in any way related to the following:
Post-Closing Indemnity. (A) The Sellers and the Majority Shareholders shall jointly and severally indemnify and hold harmless Buyer from and against any and all damages arising out of, resulting from or in any way related to (i) a breach of or the failure to perform or satisfy any of the representations, warranties, covenants and agreements made by each Seller and each Shareholder in this Agreement or in any document or certificate delivered by the Sellers at the Closing pursuant hereto, (ii) the occurrence of any event on or prior to the date of Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Sellers, (iii) the Excluded Assets, (iv) the existence of any liabilities or obligations of the Sellers (whether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with GAAP) other than the Assumed Obligations or (v) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, legal fees and expenses, 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. Notwithstanding the above, the Buyer shall be entitled to indemnification only in the event that the aggregate amount for which the Buyer is entitled to indemnification (excluding the limitation of this sentence) exceeds $ 25,000. It is expressly understood that in the event the aggregate amount of indemnification exceeds $25,000, Buyer shall be entitled to receive the total amount of indemnification amount from the first dollar.
Post-Closing Indemnity. (a) Subject to the provisions of the Escrow Agreement and the other provisions of this Agreement (including, but not limited to, Section 9.1 hereof), from and after the Closing, the Company and the Members shall jointly and severally indemnify and hold harmless Buyer and its Affiliates, members, managers, officers, and employees from and against any and all Damages arising out of, resulting from, or in any way related to (i) a breach of, or inaccuracy in, any of the representations or warranties made by the Company and/or the Members in this Agreement (except the representations and warranties set forth in Article VIII, (ii) a breach or default in performance by the Company or any Member of any covenant or agreement of the Company and/or the Members contained in this Agreement, (iii) the Excluded Assets, (iv) the existence of any liabilities or obligations of the Company or any of the Members (whether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with GAAP) other than the Assumed Obligations, and/or (v) sales of the Company’s accounts receivable and all agreements or arrangements related thereto, including, but not limited to, that certain Master Purchase Agreement, dated as of April 24, 2009 (the “Deutsche Bank Agreement”), by and between Deutsche Bank AG New York Branch (“Deutsche Bank”) and the Company. Any payment made to Buyer by the Company or the Members pursuant to the indemnification obligations under this Section 7.3 shall constitute a reduction in the Purchase Price hereunder.
Post-Closing Indemnity. (a) Subject to the provisions of Section 7.04, Article VIII and Section 9.01, from and after the Closing, each of the Sellers shall jointly and severally indemnify and hold harmless Buyer and its Affiliates, directors, officers and employees from and against any and all Damages arising out of, resulting from or in any way related to (i) a breach of, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements made by the Sellers and/or the Company in this Agreement or in any document or certificate delivered by the Sellers and/or the Company at the Closing pursuant hereto, (ii) the occurrence of any event on or prior to the date of Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company, to the extent that Buyer is not fully reimbursed (including reimbursement for any applicable deductibles and/or premiums paid by the Buyer) under such insurance policies or programs for the losses sustained in such event, (iii) the existence of any liabilities or obligations of the Company relating to pre-Closing periods (whether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with GAAP) other than those contemplated by Section 3.08(b) hereof, (iv) any claim that the Company's securities were issued or acquired in violation of any applicable federal or state securities laws and the rules and regulations promulgated thereunder, and/or (v) fraudulent conduct on the part of any of the Sellers in connection with the entering into of this Agreement. Any payment made to Buyer by Sellers pursuant to the indemnification obligations under this Section 7.03(a) shall constitute a reduction in the Purchase Price hereunder.
Post-Closing Indemnity. (a) Subject to Section 9.1, from and after the Closing, the Owners shall severally (in accordance with each Owner’s Proportionate Share) indemnify and hold harmless Parent and its Affiliates, directors, officers and employees from and against any and all Damages arising out of, resulting from or in any way related to a breach of, inaccuracy in, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements made by the Company in this Agreement (it being agreed that, for purposes of this Section 7.3 and Section 9.1, all qualifications and exceptions relating to materiality, Material Adverse Effect or words of similar import (but not specific dollar thresholds) shall be disregarded). Any payment made to Parent pursuant to the indemnification obligations under this Section 7.3 shall constitute a reduction in the Merger Consideration paid hereunder.
Post-Closing Indemnity. (a) Subject to the provisions of Section 10, from and after the Closing, (i) the Sellers shall, jointly and severally, indemnify and hold harmless the Purchaser from and against any claim, liability, loss, cost, damage or expense (including, without limitation, court costs and reasonable attorneys' fees) (collectively, "Loss") arising out of, resulting from or in any way related to the breach of, or the failure to perform or satisfy any of, the representations, warranties and covenants made by the Company in this Agreement, provided that Sellers shall not have any liability under this clause (i) with respect to the breach of any representation set forth in subsections (g) through (k) and subsections (m) through (v) of Section 3 to the extent that none of the Sellers had actual knowledge of the fact, matter or event that gives rise to or results in such breach, and (ii) each Seller shall, severally and not jointly, indemnify and hold harmless the Purchaser from and against any Loss arising out of, resulting from or in any way related to the breach of, or the failure to perform or satisfy any of, the representations, warranties or covenants made by such Seller in this Agreement. Subject to the provisions of Section 10, from and after the Closing, the Purchaser shall indemnify and hold harmless the Sellers from and against any claim, liability, loss, cost, damage or expense (including, without limitation, court costs and reasonable attorneys' fees) 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 and covenants made by the Purchaser in this Agreement.
Post-Closing Indemnity. (a) Subject to the provisions of the Escrow Agreement and Section 9.1 hereof, from and after the Closing, the holders of Buyer Stock Options and the stockholders of the Company immediately prior to the Effective Time (collectively the "SELLERS") shall severally indemnify and hold harmless Buyer and its Affiliates, directors, officers and employees from and against any and all Damages incurred or suffered arising out of, resulting from or in any way related to (i) a breach of, or the failure to perform or satisfy, any of the representations, warranties, covenants and agreements made by the Company in this Agreement, and/or (ii) the contingent and other liabilities described in part II of Schedule 3.8(b), but only to the extent that the Surviving Corporation and/or Buyer incurs liabilities greater than the reserve therefor reflected on the December 31, 1999 Balance Sheet included in the 1999 Financials (as hereinafter defined). Any payment made to Buyer pursuant to the indemnification obligations under this Section 7.3(a) shall constitute a reduction in the Purchase Price hereunder.
