Purchaser's Right to Indemnification. Subject to the provisions of this Section 7, the Company hereby agrees to indemnify and hold harmless the Purchaser and the employees, agents, directors, officers, equity holders, successors, predecessors, assigns and affiliates of any of them (collectively, the "Purchaser Indemnified Parties") 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 entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter but excluding consequential damages) (collectively, "Claims"), which may be asserted against or sustained or incurred by the Purchaser Indemnified Parties in connection with, arising out of, or relating to (A) any breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; or (B) any false, incorrect or misleading representation or warranty made by or on behalf of the Company herein or in any certificate or other document delivered to any Purchaser Indemnified Party by or on behalf of the Company in connection with this Agreement; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by any Purchaser Indemnified Party in connection with the enforcement of its rights under this Agreement. No claim for indemnification pursuant to this Section 7 may be commenced after the relevant Indemnity Period; provided, however, that claims made within such Indemnity Period shall survive to the extent of the Claim covered thereby until such Claim is finally determined and, if applicable, paid. The parties to this Agreement acknowledge that such indemnification provisions apply only with respect to the Shares, the Warrants, the Warrant Shares and the shares of Common Stock issued or issuable as dividends on, or other distributions with respect to the Shares, the Warrants and the Warrant Shares; and any other security issued or issuable in exchange for, or in replacement of, the Shares, the Warrants and the Warrant Shares.
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:
Purchaser's Right to Indemnification. (a) PSA and PSA SUB, jointly and severally, shall indemnify and hold Purchaser and its Affiliates harmless from any and all Losses which Purchaser and its Affiliates may suffer or incur arising out of or relating to:
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:
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. 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.
Purchaser's Right to Indemnification. 6.4. “As Is”.
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. 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.
