Purchaser’s Indemnification Obligation. The Purchaser covenants and agrees to indemnify, defend and hold harmless PositiveID and its officers, directors, control Persons, employees, stockholders, representatives, executors, assigns, successors and affiliates (collectively, the “PositiveID Indemnified Parties”) from, against and in respect of all Losses suffered, sustained, incurred or paid by any PositiveID Indemnified Party resulting from or arising solely out of, directly or indirectly:
i. Any misrepresentation, breach or inaccuracy of any representation or warranty of the Purchaser set forth in this Agreement or any agreement, certificate or other document delivered by or on behalf of the Purchaser in connection herewith.
ii. Any breach of any covenant or agreement on the part of the Purchaser set forth in this Agreement or any agreement, certificate or other document delivered by or on behalf of the Purchaser in connection herewith.
Purchaser’s Indemnification Obligation. Purchaser shall indemnify and hold Sellers, their respective successors and assigns, and their respective officers, shareholders, attorneys and agents (collectively the "Seller Indemnified Parties") harmless from and against, and in respect of:
11.3.1 all obligations and liabilities of WIS or arising out of or related to the operation of WIS' business which are asserted after the Closing Date, except (i) for Seller Retained Claims, (ii) for Seller Retained Litigation, (iii) as provided in Sections 10.2, 10.4 and 10.5, and (iv) to the extent the existence of such obligation or liability constitutes a breach by Sellers of any of their representations or warranties hereunder (without regard to any materiality qualifier contained in such representation and warranty);
11.3.2 any Damages incurred or sustained by any Seller Indemnified Party as a result of any inaccuracy or breach of, or any claim by a third party alleging facts that, if true, would mean Purchaser has breached, any representation or warranty by Purchaser contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein (without regard to any materiality qualifier contained in such representation or warranty);
11.3.3 any Damages incurred or sustained by Sellers as a result of a breach by Purchaser of any covenant or other agreement contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein;
11.3.4 any Damages for Taxes arising at any time out of the operation of WIS after the close of business on the Closing Date and any Post-September Stand Alone Taxes;
11.3.5 any Damages incurred or sustained by Sellers as a result of the operation of WIS' business after the Closing Date by Purchaser;
11.3.6 any Damages incurred or sustained by Huffy as a result of its being required to pay or perform under that certain Guaranty of Lease between Huffy and Sky Park Associates dated July 31, 1994 by reason of WIS' failure to pay or perform under that certain Office Lease between Sky Park Associates and WIS dated July 31, 1994; and
11.3.7 all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Sellers in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 11.3.
Purchaser’s Indemnification Obligation. Purchasers shall individually, and not jointly and severally, indemnify, save and keep the Company and its successors and permitted assigns ("Seller Indemnitees"), forever harmless against and from all Damages sustained or incurred by any Seller Indemnitee, as a result of or arising out of or by virtue of any inaccuracy in or breach of any representation and warranty made by such Purchaser to the Company herein. Each of the representations and warranties made by each Purchaser in this Agreement shall survive for a period of two (2) years after the Closing. No claim for the recovery of Damages arising out of a breach of any such representation and warranty may be asserted by the Company against such Purchaser or its successors in interest after such representations and warranties shall be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred.
Purchaser’s Indemnification Obligation. (a) Purchaser hereby indemnifies and holds harmless, and agrees to indemnify and hold harmless, the Stockholders and their Affiliates and the respective directors, officers, employees and agents of each of the foregoing Persons (collectively, the "STOCKHOLDERS INDEMNIFIED PARTIES") from and against any and all Losses which exist, or which are imposed on, incurred by or asserted against any one or more of the Stockholders Indemnified Parties, based upon, arising out of, resulting from, or otherwise in respect of:
(i) any breach or inaccuracy as of the date of this Agreement or as of the Closing of any of the representations and warranties made by Purchaser in or pursuant to this Agreement, or in any instrument or certificate delivered by Purchaser at the Closing in accordance herewith (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine if there had been an inaccuracy or breach of a representation or warranty of Purchaser and the Losses arising from such inaccuracy or breach, such representation and warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement); or
(ii) any failure by the Purchaser at any time to carry out, perform, comply with, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement (except for Purchaser's covenants set forth in Section 2.10 hereof) or under any other Transaction Document.
Purchaser’s Indemnification Obligation. Purchaser shall indemnify and hold harmless Seller and its Affiliates and the respective directors, officers and employees of the foregoing Persons (“Seller Indemnified Parties”) against:
(a) any and all Losses which are imposed on, incurred by or asserted against any one or more of the Seller Indemnified Parties, (i) based upon, resulting from or arising out of any (x) breach or inaccuracy of any representation or warranty as if made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which shall be made for this purpose on and as of such date or time) or (y) breach of any agreement or covenant, in each case of clauses (x) and (y) made by Purchaser in or pursuant to this Agreement, or (ii) constituting, based upon, resulting from or arising out of Assumed Liabilities; and
(b) any cost or expense (including settlement costs and reasonable attorneys’, accountants’ and experts’ fees and court costs) incurred by Seller Indemnified Parties in connection with the foregoing (including any reasonable cost or expense incurred by Seller Indemnified Parties in enforcing their rights pursuant to this Section 11.3). No Seller Indemnified Party will be required to make any claim or demand against any other Person prior to the making of any claim or demand for indemnification or at any other time.
Purchaser’s Indemnification Obligation. Subject to the terms and conditions set forth herein, Purchaser shall indemnify, defend and hold harmless Seller, its Affiliates and each of its and their respective shareholders, members, partners, directors, managers, officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”) from and against any and all Indemnifiable Losses incurred by the Seller Indemnified Parties arising out of or resulting from:
(a) any breach or inaccuracy, and, with respect to Third Party Claims, any alleged breach or inaccuracy, of any representation or warranty of Purchaser set forth in Section 3.02(a) and (b), Section 3.02(c)(ii), and Section 3.02(e) and (f), or any Schedule, Annex, Exhibit or certificate delivered by Purchaser pursuant to this Agreement and related thereto (disregarding in each case all qualifications and exceptions contained therein relating to materiality, material adverse effect or words of similar import or effect for purposes of determining the amount of Indemnifiable Losses hereunder);
(b) any breach or inaccuracy, and, with respect to Third Party Claims, any alleged breach or inaccuracy, of any representation or warranty of Purchaser (other than those described in Section 6.01(a)) set forth in this Agreement, or any Schedule, Annex, Exhibit or certificate delivered by Purchaser pursuant to this Agreement (disregarding in each case all qualifications and exceptions contained therein relating to materiality, material adverse effect or words of similar import or effect for purposes of determining the amount of Indemnifiable Losses hereunder);
(c) any breach or failure to perform and, with respect to Third Party Claims, any alleged breach or failure to perform, by Purchaser of any of its covenants or other agreements contained in this Agreement;
(d) Purchaser’s ownership or operation of the Business from and after the Closing Date; or
(e) the Assumed Liabilities.
Purchaser’s Indemnification Obligation. Purchaser shall indemnify, defend, release, and hold Seller, its Affiliates and their respective directors, officers, managers, members, shareholders, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses asserted against, incurred or required to be paid by any Seller Indemnified Party to the extent the Losses relate to or arise from: (i) a breach of any representation or warranty made by Purchaser in this agreement; (ii) a breach of any covenant or obligation made by Purchaser in this agreement that survives Closing; (iii) any
Purchaser’s Indemnification Obligation. Purchaser agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Company, its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Company Indemnified Parties”) from and against any Liabilities incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation or warranty of Purchaser contained in Article 3 of this Agreement, or (b) any breach of any covenant or agreement of Purchaser contained in this Agreement.
Purchaser’s Indemnification Obligation. Purchaser shall indemnify and hold Huffy, Sellers, and their Affiliates, and their respective successors and assigns, harmless from and against, and in respect of:
(a) all obligations and liabilities of Purchaser or any of its affiliates, whether accrued, absolute, fixed, contingent or otherwise, assumed by Purchaser pursuant to the Assumption Agreement or assumed under any other agreement executed and delivered by the parties in furtherance of the transactions described herein;
Purchaser’s Indemnification Obligation. If the Closing occurs, then from and after the Closing, for a period of eighteen (18), Purchaser shall reimburse, indemnify and hold harmless Seller, its officers, directors, employees, representatives and other agents, and their successors and assigns, against and in respect of:
(a) except for the Excluded Liabilities, any and all claims, demands, causes of action, damages, losses, liabilities, costs, expenses, fees (including, without limitation reasonable attorneys' fees), judgments and good faith settlements of claims or judgments arising out of or resulting from:
(i) any breach or violation of this Agreement by Purchaser; (ii) any breach of the representations, warranties or covenants made by Purchaser in this Agreement; (iii) any inaccuracy or misrepresentation in any certificate or document delivered by Purchaser in accordance with the terms of this Agreement or in connection with the closing of the transactions contemplated hereby; and (iv) the Assumed Liabilities (including the Assumed Leases and Contracts); and
(b) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable attorneys' fees and expenses) incident to any of the foregoing or to the enforcement of this Section.
