Purchaser's Right to Indemnification. Subject to Section 12.1.4, each Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, and hold harmless Purchaser, its parent, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees") from and against and in respect of such Seller's Pro Rata Share of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees ("Claims"), incurred or suffered by a Purchaser Indemnitee arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentation, or other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.
Purchaser's Right to Indemnification. Subject to the other terms and conditions of this Section 10, the Sellers shall, jointly and severally, defend, indemnify and hold harmless the Purchaser and its Affiliates and their respective directors and officers (the “Purchaser Indemnitees”) from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter) (collectively, “Losses”), which may be asserted against or sustained or incurred by the Purchaser Indemnitees in connection with, arising out of, or relating to any inaccuracy in, misrepresentation, breach or alleged breach of any of the representations, warranties, agreements and covenants made by either Seller in the Transaction Documents; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Purchaser Indemnitees in connection with the enforcement of their rights under the Transaction Documents.
Purchaser's Right to Indemnification. Subject to Section 8.2.2, the Company agrees to defend, indemnify and hold Purchaser harmless against and shall reimburse Purchaser for any actions, claims, proceedings, losses, liabilities and damages, including reasonable attorneys' fees (collectively, "DAMAGES") incurred by the Purchaser on or after the Closing Date arising out of:
(a) any inaccuracy of or any breach of any representation or warranty of the Company contained in or made pursuant to this Agreement or any certificate or instrument in connection herewith; or
(b) a breach of any covenant or agreement of the Company contained in or made pursuant to this Agreement.
Purchaser's Right to Indemnification. Subject to the provisions of this Section 7 and in addition to any other rights and remedies available to each Purchaser under applicable law, the Company hereby covenants and agrees to indemnify each Purchaser and its respective Affiliates, employees, agents and representatives, and all successors, permitted assigns and fiduciaries thereof (the "Purchaser Indemnified Parties"), and to save and hold each Purchaser Indemnified Party harmless from and against, any and all liabilities, claims, causes of action, assessments, losses, costs, damages or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "Losses") that any Purchaser Indemnified Party may suffer, sustain or become subject to, resulting from, arising out of or relating to:
(i) breach of any representation or warranty made by or on behalf of the Company in any Transaction Document to which the Company is a party; or
(ii) any nonfulfillment or breach of any covenant or agreement to be fulfilled by the Company under any Transaction Document to which the Company is a party.
Purchaser's Right to Indemnification. Seller and Member shall and do hereby jointly and severally indemnify and hold harmless, Parent, Purchaser and their stockholders, directors, officers, employees, agents and representatives from any and all liabilities, obligations, claims, contingencies, damages, costs and expenses (including all court costs and reasonable attorneys' fees) that any such indemnified party may suffer or incur as a result of or relating to: (a) the breach or inaccuracy, or any alleged breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by Seller herein or pursuant hereto; (b) any lawsuit, claim or proceeding of any nature relating to Seller existing at or prior to the Closing or arising out of any act, transaction, circumstance or fact relating to Seller occurring prior to the Closing; (c) any income or related tax arising out of or resulting from the operations of Seller prior to the Closing, any transaction or activity of Seller prior to the Closing or any income derived by Seller prior to the Closing; (d) any wages, salaries or other compensation, and other liabilities, obligations, claims or contingencies of any nature due or payable at any time whatsoever to the Member, or an officer, employee, agent or representative of Seller, including any of such persons terminated by Seller at or prior to the Closing and any of such persons hired by Purchaser as of the Closing, in connection with their services to or employment by the Seller prior to the Closing; (e) any loss, claim or liability resulting from the operation of the Business prior to the Closing.
Purchaser's Right to Indemnification. Company and the Shareholders, jointly and severally (on a proportional basis as to the Shareholders in regard to the number of shares held by each), shall and do hereby indemnify and hold harmless, Parent, Purchaser, and their shareholders, directors, officers, employees, agents and representatives from any and all liabilities, obligations, claims, contingencies, damages, costs and expenses (including all court costs and reasonable attorneys' fees) that Purchaser or any such other indemnified party may suffer or incur as a result of or relating to the material breach or inaccuracy of any of the representations, warranties, 38 covenants or agreements made by Company and/or the Shareholders herein or pursuant hereto. Each Shareholder's liability under this Section shall be limited to the value of the Merger Consideration received by such Shareholder. The Shareholders may satisfy any such obligation under this Section by transferring shares of Parent Common Stock to the Parent on the basis of the market price of the Parent Common Stock averaged over five (5) trading days commencing after the later of (i) the date notice was given of the claim, or (ii) the date Parent issued a press release describing any loss incurred due to such claim.
Purchaser's Right to Indemnification. Section 6.4 of the Agreement provides that Xxxxxx shall not be liable to the Indemnified Parties for punitive damages or consequential damages arising out of Purchaser Claims. The parties hereto acknowledge and agree that the foregoing exclusion was intended to exclude punitive damages and consequential damages asserted by the Purchaser and the other Indemnified Parties directly against the Sellers or Xxxxxx on account of a breach of their representations or obligations under the Agreement and that such exclusion was not intended to exclude punitive damages or consequential damages from losses which the Sellers and Xxxxxx have indemnified the Purchaser from and against to the extent resulting from claims of third parties, including, without limitation, any punitive damages or consequential damages arising out of any pending litigation.
Purchaser's Right to Indemnification. “As Is”.
Purchaser's Right to Indemnification. Subject to the provisions of this Article VI and in addition to any other rights and remedies available to Purchaser under applicable law, Seller shall indemnify and hold harmless Purchaser and any of its officers, directors, shareholders, employees, agents, representatives, attorneys, successors, predecessors and assigns from and against any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of any matter)(collectively "Claims"), which may be asserted against or sustained or incurred by Purchaser in connection with, arising out of, or relating to (i)any breach of any, or any false, incorrect or misleading, representation or warranty that is made by Seller herein or in any Exhibit, Schedule, certificate or other document delivered to Purchaser by Seller with respect to Seller in connection with this Agreement or (ii) any breach of any agreements and covenants made by Purchaser herein or in any Exhibit, Schedule, certificate or other document delivered to Seller by or on behalf of Purchaser in connection with this Agreement.
Purchaser's Right to Indemnification. Seller hereby agrees to indemnify and hold Purchaser harmless from and against any and all liabilities, obligations, claims, contingencies, damages, costs, charges, payments, actions and expenses (including, without limitation, all court costs and reasonable attorneys' fees) that Purchaser may suffer or incur as a result of, arising from, or relating to, directly or indirectly, (i) the breach or inaccuracy of any of the representations, warranties, covenants, or agreements made by Seller herein or pursuant hereto, (ii) any lawsuit, claim, or proceeding of any nature relating to Seller or the Assets or Business, and arising out of any act or transaction occurring prior to the Closing or arising out of any facts or circumstances that existed at or prior to the Closing, and (iii) any other liabilities or obligations not being expressly assumed by Purchaser pursuant to this Agreement. If Seller shall be obligated to indemnify Purchaser in accordance with the foregoing, Purchaser shall have all legal and equitable rights to enforce the provisions of this Section 12.
