Seller Indemnification Clause Samples

Seller Indemnification. (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

Seller Indemnification. (a) From and after the consummation of the Merger, subject to the terms and limitations of this ARTICLE VII, the Stockholders (other than any Stockholder that receives cash pursuant to the terms hereof because such Stockholder is not “accredited” as defined in Rule 501 promulgated under Regulation D of the Securities Act) (each, an “Seller Indemnifying Party” and collectively, the “Seller Indemnifying Parties”) shall severally (based on such Seller Indemnifying Party’s Pro Rata Portion), but not jointly, indemnify and hold harmless Parent and its Affiliates (including the Surviving Corporation) and their respective directors, officers and other employees, (each, an “Parent Indemnified Party” and collectively, the “Parent Indemnified Parties”), from and against all losses, liabilities and damages of any kind or nature, Taxes, awards, judgments penalties, fees, costs and expenses, including reasonable out-of-pocket attorneys’ and consultants’ fees and expenses and any such reasonable out-of-pocket fees, costs and expenses incurred in connection with investigating, defending against or settling any claims that are indemnifiable hereunder (hereinafter individually a “Loss” and collectively “Losses”) paid, incurred, suffered or sustained by the Parent Indemnified Parties, or any of them (including the Surviving Corporation) (regardless of whether or not such Losses relate to any third party claims), resulting from or arising out of any of the following: (i) any breach of or inaccuracy in, as of the date hereof or as of the Closing, a representation or warranty of the Company set forth in this Agreement; provided, however, that in the event of any such breach or inaccuracy, for purposes of determining the amount of any Loss relating thereto no effect will be given to any qualifications based on the word “material” or similar phrases (including “Company Material Adverse Effect”) contained therein (it being agreed and understood however that such qualifications will continue to apply, as applicable, to the determination of whether a breach or inaccuracy of representation or warranty has occurred); (ii) any failure by the Company to perform or comply with any of its covenants or agreements set forth in this Agreement; (iii) third party Actions against Parent or any of its subsidiaries (including the Company or any Subsidiaries) following the Closing, whether or not it is determined that there was a breach or inaccuracy of a representation or warranty or any other m...

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder will indemnify and hold harmless the Company, each of its directors and officers and each Person (other than such Selling Holder), if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such directors and officers, or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement or (b) the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder hereunder will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting all underwriter’s discounts and commissions and all other expenses paid by such Holder in connection with the registration in question) from the disposition of Registrable Shares pursuant to such registration.

Seller Indemnification. Seller agrees to defend, indemnify and hold Buyer, its Affiliates and all of their respective parents, Affiliates, subsidiaries, officers, directors, managers, members, employees, agents, assignees and successors (collectively, the “Buyer Indemnified Parties”) harmless at all times from and against and in respect of any and all judgments, losses, liabilities, costs or expenses (including reasonable attorney’s fees) (collectively, “Losses”) which any Buyer Indemnified Party may suffer or incur either directly or in connection with any claims, demands, actions, causes of action, liabilities, suits, proceedings, investigations, inquiries, injunctions or regulatory actions by a Third Party to the extent such Losses arise from or are based upon a breach by Seller of any of its representations, warranties, agreements, covenants or obligations contained in or made pursuant to this Agreement; provided, however, Seller shall not be required to indemnify any Buyer Indemnified Party to the extent such Losses arise from (i) a reckless act of such Buyer Indemnified Party, (ii) the negligence or willful misconduct of Buyer or its Affiliates or any of their respective employees, agents, contractors or consultants, or (iii) a breach of this Agreement by Buyer or its Affiliates.

Seller Indemnification. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, each Selling Holder, severally and not jointly and severally with any other Selling Holder, will indemnify and hold harmless the Company, each of its directors and officers and each Person (other than such Selling Holder), if any, who controls the Company, against any losses, claims, damages, liabilities and expenses (including reasonable attorney’s fees and expenses), to which the Company, such directors and officers or controlling person may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement or (b) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case solely to the extent the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of such Selling Holder hereunder will be limited to an amount equal to the gross proceeds to such Selling Holder from the disposition of Registrable Shares pursuant to such registration.

Seller Indemnification. The Seller hereby undertakes, in favor of the Purchaser, the Owners and the Funding Agents, the Purchaser’s indemnification obligations as set forth in Article VIII of the Receivables Purchase and Administration Agreement, mutatis mutandis, and agrees that any obligee in respect of such obligations may obtain satisfaction of such obligations directly from the Seller without first resorting to the Purchaser, in each case as the Seller had itself directly entered into such obligation in favor of such obligee.

Seller Indemnification. Subject to the limitations set forth in Section 12.4 hereof, Seller hereby agrees to defend, indemnify and hold Buyer and each of its Affiliates, and the officers, managers, directors, employees and agents thereof, harmless from and against any and all claims, judgments, causes of action, liabilities, obligations, guarantees, damages, losses, deficiencies, costs, penalties, interest and expenses, including without limitation, cost of investigation and defense, and reasonable attorneys’ fees and expenses, net of any collected insurance proceeds (collectively, “Losses”), arising out of, based upon, attributable to or resulting from (a) any breach of any representation, warranty, agreement or covenant on the part of Seller or the Company contained in or pursuant to this Agreement, (b) the Credit Agreement Indebtedness Amount, any Company Debt of the type referred to in clause (a) of the definition thereof, or any Company Transaction Costs incurred as of immediately prior to the Closing Date (except to the extent already taken into account in the determination of the Final Purchase Price and, in each instance, without duplication) and (c) any Taxes allocated to Seller pursuant to Section 13.1 (except to the extent already taken into account in the determination of the Final Purchase Price). THE INDEMNIFICATION OBLIGATIONS OF SELLER PURSUANT TO THIS SECTION 12.1 SHALL APPLY WHETHER OR NOT SUCH CLAIMS, JUDGMENTS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, GUARANTEES, DAMAGES, LOSSES, DEFICIENCIES, COSTS, PENALTIES, INTEREST OR EXPENSES ARISE OUT OF (x) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (y) STRICT LIABILITY OR (z) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE COMPANY’S ASSETS, INCLUDING ENVIRONMENTAL LAW.

Seller Indemnification. The Buyer shall indemnify, defend and hold harmless the Seller Indemnified Persons, and each of them, from and against any and all Losses resulting from Seller Indemnification Events.

Seller Indemnification. Seller agrees to indemnify and hold Buyer harmless from any and all claims, damages and liabilities arising from Seller's breach of its representations and/or covenants set forth herein.