SECTION Indemnification by Seller Sample Clauses

SECTION Indemnification by Seller. From and after the Closing and subject to the provisions of this Article IX, Seller shall indemnify, defend and hold harmless Buyer, its directors, officers, employees, Affiliates, controlling persons, agents and representatives and their successors and assigns (the "Buyer Indemnified Parties") from and against any and all actions, proceedings, costs, damages, claims and payments whatsoever, including reasonable attorneys' fees (collectively, "Losses") which may be asserted against, resulting to, imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Parties arising out of, relating to or on account of (a) the Excluded Liabilities, (b) any breach of any representation or warranty of Seller made in this Agreement or the Related Agreements, (c) any breach or failure to perform of any covenant or agreement of Seller made in this Agreement or the Related Agreements and (d) any liability of Buyer arising from the non-compliance with applicable bulk sales laws or the Uniform Commercial Code.
Sample 1
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SECTION Indemnification by Seller. Sellers hereby jointly and severally ------------------------- covenant and agree (except with respect to breaches by any Seller of the covenants made by it in Article II and Sections 4.2, 7.11, 7.13 and 7.14 and the representations and warranties made by it in Sections 5.5., 5.25 and 5.26 (with respect to representations and warranties about such Seller), and 5.1, 5.2 and 5.31, for which each Seller, severally as to itself only, and not jointly and severally, covenants and agrees) to protect, defend and indemnify Purchaser and its officers, directors, agents, employees and controlled Affiliates (collectively, the "Purchaser Indemnified Persons"), and to hold all of them ----------------------------- harmless, against and with respect to any and all loss, liability, damage and expense (including, without limitation, all actions, suits, proceedings, claims, demands, assessments, judgments, costs, fines, expenses, injunctions and penalties, and any and all reasonable legal and accounting fees incident to any of the foregoing) (each a "Loss" and collectively "Losses") suffered or incurred as a ---- ------ result of (i) Sellers' breach of any covenant or agreement contained in this Agreement, (ii) any inaccuracy in the representations and warranties of Sellers set forth herein, without for this purpose giving effect to (A) any qualification of a representation or warranty to the extent of an Adverse Effect and (B) subpart (e) of Section 5.12, (iii) any liability for Taxes pursuant to Article X hereof and (iv) the ownership of the Harbor Shares by Harbor following the Closing Date and the assertion of any rights under the Shareholders Agreement by Harbor, including, without limitation, any distribution with respect to the Harbor Shares and any amounts paid by any of the Companies or Purchaser to acquire the Harbor Shares. As an illustration of subpart (ii) above, if a Seller's representation qualified by Adverse Effect is true because an inaccuracy therein has a monetary cost of less than $200,000 (for example, $100,000), then while such Seller shall not be deemed to have breached such representation, the amount of $100,000 shall be deemed to be a Loss for purposes of indemnification under this Section 14.2. Similarly, the parties hereby confirm that the $750,000 of liabilities described in subpart (e) of Section 5.12, if any, shall be considered a Loss for purposes of indemnification under this Section 14.2.
Sample 1

Related to SECTION Indemnification by Seller

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

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