Seller Indemnification. (i) Seller shall indemnify Buyer and the Company and each of their respective officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement. (ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby. (iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Consideration.
Appears in 1 contract
Seller Indemnification. (ia) Except as otherwise provided in this Article 11, and in Article 7 and Sections 5.2 and 12.8, the Seller shall will indemnify and reimburse the Buyer for any and all claims, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") incurred by the Buyer and the Company its Affiliates and each of their successors or assigns, and their respective directors, officers, directors, employees, agents, representatives, Affiliates, successors consultants and permitted assigns agents (collectively, the “"Buyer Protected Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to"), as a result of, in connection withwith respect to, relating or incidental arising out of:
(i) except as to Sections 3.1, 3.2 and 3.7, any breach or by virtue of, (A) any misrepresentation or the breach inaccuracy of any representation or warranty made of the Seller set forth in this Agreement;
(ii) any breach of, or noncompliance by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement)Seller with, or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by of the Company or Seller contained in this Agreement to be performed after the Closing;
(iii) the Excluded Assets;
(iv) any liabilities or Schedule hereto obligations for which Seller has assumed responsibility under Article 7 hereof;
(v) those matters set forth in Section 11.8(i);
(vi) any of the Excluded Liabilities;
(vii) ownership of the Assets or operation of the Business prior to the Closing Date (except with respect to any certificate delivered by Environmental liability for which Seller's indemnifiable shall be limited to the Company period of Seller's ownership of the Assets or operation of the Business prior to the Closing Date); provided, however, that Seller has no obligation to indemnify Buyer for any Loss arising from, with respect to, or resulting from any matters or information disclosed to Buyer with respect hereto in this Agreement or thereto in connection with the transactions contemplated by Schedules to this Agreement.; and
(iiviii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of any breach or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach inaccuracy of any representation or warranty made by of Seller contained in Article IV of this Agreementset forth on Sections 3.1, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby3.2 and 3.7.
(iiib) Notwithstanding anything in the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled subject to set-off any Section 11.3(b) (Time to Assert Claims) and all amounts finally determined to be owing pursuant to this Section 6.2(a11.4 (Deductible), Seller's obligation for indemnity under Section 11.1(i) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(ASection 11.1(vii) shall be limited only for one-half of any Losses up to a maximum liability for Seller of $5,000,000 (which is Seller's maximum obligation pursuant to such Sections in respect of Buyer's Losses in an aggregate amount equal of $10,000,000); provided however that such limitation shall not apply to the Purchase Price ConsiderationSeller's obligation to indemnify Buyer under Sections 5.8, 11.1(iii), 11.1(iv), 11.1(v), 11.1(vi), 11.1(viii), 11.8, 12.8 and Article 7 or in respect of Seller's fraud or willful breaches or misconduct.
Appears in 1 contract
Seller Indemnification. (i) Subject to the provisions of this Section 7.02, Seller shall indemnify Buyer indemnify, defend and hold harmless Purchaser, its Affiliates (including, following the Company Closing, the Company), and each of their respective stockholders, members, managers, partners, officers, directors, employees, agents, representatives, Affiliates, successors agents and permitted assigns representatives (collectively, the “Buyer Purchaser Indemnified Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigationLosses, defense whether or settlement of not involving any of the foregoing) to the extent of the actual amount thereof (collectivelythird party claims, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result arising out of, in connection with, resulting from or relating or incidental to or by virtue of, (Ai) any misrepresentation breach, inaccuracy or the breach failure to be true of any representation or warranty made by of Seller or the Company contained in this Agreement (other than the representations and warranties contained Article 3 or set forth in Article IV of this Agreement), or any Schedule hereto or any an officer’s certificate delivered by the Company or Seller pursuant to Buyer Article 6 (in the case of each officer’s certificate, without regard to any qualifier therein with respect hereto to materiality, Material Adverse Effect, Material Adverse Change or thereto in connection with the transactions contemplated herebya specified quantitative threshold), or (Bii) the any breach of any covenant or agreement made by of Seller or the Company contained herein, (iii) any Pre-Closing Environmental Matters; (iv) any Taxes of Seller or Seller contained in this Agreement Company and Taxes arising out of or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify Assets or operations of the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result ofBusiness, in connection witheach case with respect to any taxable period or portion thereof ending on or before the Closing Date (or for any taxable period beginning on or before and ending after the Closing Date, relating to the extent allocable (as determined in Section 8.01(C)) to the portion of such period beginning on or incidental before and ending on and including the Closing Date), except to or by virtue of: the extent that such Taxes are reflected in the reserve for current Tax liability (Aother than any reserve for deferred Taxes established to reflect timing difference between book and Tax income, and reduced to give effect to the to the Transaction State Tax Benefits) in the breach current liabilities shown on the face of any representation or warranty made the Closing Balance Sheet and included in the calculation of Final Net Working Capital; and (v) Transfer Taxes required to be borne by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Consideration8.02.
Appears in 1 contract
Seller Indemnification. (i) Seller shall Subject to each of the applicable limitations set forth in this Article V, Sellers shall, and cause their Subsidiaries to, jointly and severally, indemnify Buyer and the Company its Affiliates and each of their respective directors, managers, members, officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Indemnified Parties in respect of any loss, liability, damage, debt, obligation, deficiency, finedemand, claim, action, cause of action or other lossaction, feecost, cost damage, charge, fine or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, including interest, penalties, settlement payments, assessments, judgments, awards and reasonable attorneys’, accountants’ and other professionals’ fees and expenses, court costs and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, including in connection with enforcing the provisions of this Article V) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which imposed on, sustained, incurred or suffered by, any such Buyer Party may sufferIndemnified Party, sustain whether in respect of third party claims or become subject claims between the Parties, directly or indirectly relating to, as a result of, arising out of or in connection with, relating or incidental to or by virtue of, :
(Ai) any misrepresentation or the breach and all breaches of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller Sellers contained in this Agreement or Schedule hereto in the Patent Assignment Agreement, the Assignment and Assumption and Bill of Sale or any certificate delivered by the Company to Buyer with respect hereto or thereto Local Transfer Agreements, in connection with each case, other than the transactions contemplated by this Agreement.Assumed Liabilities described in Section 5.2(c)(iii);
(ii) Seller shall, jointly any and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect all breaches of any Loss which any such Buyer Party may suffercovenant, sustain agreement or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty obligation made by Seller contained in Article IV of this Agreementby, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller be performed by, Sellers contained in this Agreement or in the Patent Assignment Agreement, the Assignment and Assumption and Bill of Sale or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.Local Transfer Agreements;
(iii) Notwithstanding all Excluded Assets;
(iv) all Excluded Liabilities, including those Excluded Liabilities set forth on Section 5.2(a)(iv) of the foregoing Sellers Disclosure Schedules; or
(v) any Fraud on the part of Sellers or anything else contained their representatives in entering into this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price ConsiderationAgreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Seagate Technology Holdings PLC)
Seller Indemnification. (i) Seller The Seller, shall indemnify Buyer and hold harmless the Company and Purchaser and/or each of their respective its directors, officers, directorsagents, employees, agents, representatives, Affiliates, successors advisers and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless representatives from and against any losses, expenses, claims damages or liabilities of whatever nature, joint or several, including without limitation reasonable costs of investigation and pay on behalf reasonable legal fees and expenses of legal counsel to which the Purchaser and/or each of its directors, officers, agents, employees, advisers and representatives may become subject, which arise out of or reimburse such Buyer Parties are based upon:
(a) any representation or warranty of the Seller made herein not having been materially true, complete and accurate when made;
(b) any covenant made herein by the Seller not having been complied with;
(c) any liability for taxes including related liabilities, penalties, fines, additions and interest in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action taxable period ending on or other loss, fee, cost or expense of prior to this date;
(d) any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) liability for labor claims filed after this date but related to the extent working period prior to the date of signature of this Agreement, by ex-employees of Xxxxxx.Xxx or by the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject toemployees that were transferred from Xxxxxx.Xxx to Mandic Internet, as a result of, in connection with, relating or incidental to or by virtue of, of the spin-off of Xxxxxx.Xxx;
(Ae) any misrepresentation liability or obligation of Xxxxxx.Xxx or any other affiliate of IMPSAT, which was not transferred to Mandic Internet in view of the breach spin-off of Xxxxxx.Xxx;
(f) any representation liability or warranty made obligation arising out of the tangible and intangible assets transferred to Mandic Internet, as a result of the spin-off of Xxxxxx.Xxx;
(g) any liability or obligation attributed by Mandic Internet's clients, for services rendered before the Company contained in this Agreement (other than the representations and warranties contained in Article IV signature of this Agreement);
(h) any liability or obligation attributed to the relevant parties of the Contracts signed by and transferred to Mandic Internet, or any Schedule hereto or any certificate delivered by related to the Company or Seller period prior to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.; and
(iii) Seller shall, jointly and severally, indemnify Any liability or obligation arising from non-compliance of the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or obligations assumed by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV Xxxxxx.Xxx under Section 4.1.8 of this Agreement. Seller's obligations to indemnify for Purchaser's losses under this agreement shall accrue only if the aggregate amount of such losses exceeds one percent of the Purchase Price, or any certificate delivered by and then Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and liable for all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Considerationsuch losses, including such initial one percent amount.
Appears in 1 contract
Seller Indemnification. (i) Seller shall indemnify Buyer and the Company and each of their respective Related Party (which, following the Canadian Reorganization, shall not include CWS or Manalta Investment Company Ltd. but, rather, New Holdco) shall jointly and severally indemnify Purchaser, its representative members, managers, officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns and Affiliates (collectively, the “Buyer "Purchaser Indemnified Parties”") and hold each of them the Purchaser Indemnified Parties harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigationDamages based upon, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental attributable to or by virtue of, resulting from:
(Aa) any misrepresentation or the breach failure of any representation or warranty made by of Seller, the Company contained or any Related Party set forth in this Agreement (other than or the representations and warranties contained in Article IV of this Agreement)Ancillary Documents, or any Schedule hereto representation or warranty contained in any certificate delivered by pursuant to this Agreement, to be true and correct as of the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or dates made;
(Bb) the breach of any covenant or other agreement made on the part of Seller, the Company or any Related Party under this Agreement or the Ancillary Documents;
(c) any acts, errors, omissions, operations or other activities of or relating to the Company and its Business with respect to periods prior to the Closing Date;
(d) any Rejected Liabilities;
(e) any and all of items which are listed in Schedule 3.12 hereto;
(f) the employment, termination of employment, compensation or employee benefits of any nature owed to any Employees (or the beneficiary of any Employee) that arises out of or relates to the employment relationship between the Company and any such employee or former employee prior to the Closing Date or the termination of such relationship. Without limiting the foregoing, Seller shall be responsible for (1) the payment of any severance payment or benefits that become due to any Employee or former employee as a result of the termination of such Employee or former employee by the Company on or Seller contained in this Agreement before the Closing Date, (2) all legally mandated continuation coverage, including "COBRA" coverage required under Sections 601 to 608 of ERISA and 4980B of the Code, for Employees of the Business and their covered dependents who had or Schedule hereto or have a loss of coverage due to a " qualifying event" (within the meaning of Section 603 of ERISA) due to a termination of employment by Seller, and (3) any certificate delivered by contributions due under any benefit plans of the Company on or prior to Buyer with respect hereto Closing, as well as the payment of any withdrawal liability that exists on or thereto in connection with prior to Closing, or which would exist if a complete withdrawal were to occur immediately prior to the transactions contemplated by this Agreement.Closing; and
(iig) Seller shallany and all actions, jointly suits, proceedings, claims, demands, assessments, judgments, costs and severallyexpenses (including, indemnify the Buyer Parties without limitation, reasonable legal fees and hold each expenses, and travel costs and expenses) incident to any of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this Agreement to indemnity. For certainty, in the contraryevent that the licence of station WNC261 at Honolulu, Buyer Hawaii utilizing the D-Group Channels 1-4 is not renewed by the FCC, Purchaser acknowledges and agrees that it shall not be entitled to setany indemnification for any claim resulting from such non-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Considerationrenewal.
Appears in 1 contract
Seller Indemnification. (i) From and after the Closing, Seller shall be liable for, and Seller shall indemnify Buyer and Purchaser, its Affiliates (including the Company Acquired Subsidiaries) and each of their respective officers, directors, employees, agentsstockholders, representatives, Affiliates, successors agents and permitted assigns representatives (collectively, the “Buyer PartiesPurchaser Indemnities”) against and hold each of them harmless on an after-Tax basis from (i) all liability for Taxes of the Seller, each Seller Subsidiary and against and pay on behalf each Seller Group with respect to any Pre-Closing Tax Period (other than Excluded Taxes which shall be the responsibility of Purchaser), including but not limited to any Taxes incurred as a result of the contribution of intercompany debt pursuant to Section 4.33, (ii) all liability (as a result of Treasury Regulation §1.1502-6(a) or reimburse such Buyer Parties in respect otherwise) for Taxes of Seller or any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action other corporation which is or has ever been affiliated with Seller (other loss, fee, cost than the Acquired Subsidiaries) or expense of any kind with whom Seller or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) Seller Subsidiaries otherwise joins, has ever joined, or is or has ever been required to join in filing any consolidated, combined or unitary Tax Return prior to the extent Closing Date, (iii) all liability for Taxes of the actual amount thereof Seller, each Seller Subsidiaries and each Seller Group arising (collectively, “Losses” and individually, a “Loss”directly or indirectly) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating of the sale of the Assets or incidental to or by virtue ofthe other transactions contemplated hereby, (Aiv) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement Section 4.23 and (other than the representations v) all liability for reasonable legal fees and warranties contained expenses attributable to any item in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Considerationclauses.
Appears in 1 contract
Seller Indemnification. (i) Subject to the provisions of this Article X, Seller shall indemnify Buyer agrees to indemnify, defend, and hold harmless Buyer, Acquisition Sub, the Company Surviving Corporation and its Subsidiaries and each of their respective officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns affiliates (collectively, the “"Buyer Parties”Indemnitees") and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any of:
(i) Any and all loss, cost, liability, damage, debt, obligation, deficiency, fine, claim, cause of claim (including any claim brought through a derivative action by an person claiming through or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(aALLTEL Corporation's name) and regardless of when asserted expense (including, without limitation, interest, penalties, reasonable attorneys’ ' fees and expensescosts incurred by the Buyer Indemnitees in any action between the indemnifying party and the Buyer Indemnitees or between the Buyer Indemnitees and any third party) resulting from, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject relating to, as a result of, in connection with, relating or incidental to or by virtue of, arising out of (A1) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained on the part of Seller or the Company made in Article IV of this Agreement), or ; (2) any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant agreement, covenant, or agreement made by obligation on the part of Seller or the Company or Seller contained made in this Agreement or Schedule hereto or in any certificate or document delivered by Seller or the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by under this Agreement; and (3) all of the matters set forth on Schedule 5.1(1).
(ii) Seller shallAny and all Taxes due or payable by (1) the Company, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of Company Subsidiaries or reimburse such Buyer Parties in respect any member of any Loss which any such Buyer Party may sufferaffiliated group, sustain or become subject to, as within the result of, in connection with, relating to or incidental to or by virtue of: (A) meaning of Section 1504 of the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, Code or any certificate delivered by Seller to Buyer with respect hereto comparable provision of state, local or thereto in connection with foreign law, of which the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, Company or any certificate delivered by Company Subsidiary is or has been a member (the "Affiliated Groups") for any taxable year or tax period ending on or prior to the Effective Date other than Assumed Taxes, and (2) any member of the Affiliated Groups (other than the Company and the Company Subsidiaries) for any taxable year or tax period. Taxes for which Seller and the Company shall be liable pursuant to Buyer with respect hereto or thereto in connection with the transactions contemplated herebypreceding sentence shall include, without limitation, any liability for Taxes that arises because the Company and/or the Company Subsidiaries cease on the Effective Date to be a member of the Affiliated Groups of which they had been members.
(iii) Notwithstanding Any and all loss, cost, liability and expense (including, without limitation, reasonable attorneys' fees and costs) resulting from, relating to or arising out of any Tax sharing agreement to which the foregoing Company and/or a Company Subsidiary is or anything else contained in this Agreement has been a party prior to the contrary, Buyer shall be entitled to set-off any Effective Date.
(iv) Any and all amounts finally determined to be owing pursuant to this Section 6.2(aloss, cost, liability, claim (including any claim brought through a derivative action by an person claiming through or in ALLTEL Corporation's name) from and against expense (including, without limitation, reasonable attorneys' fees and costs incurred by the Purchase Price Consideration. Any Liability Buyer Indemnitees in any action between the indemnifying party and the Buyer Indemnitees or amount owing pursuant to 6.2(a)(i)(Abetween the Buyer Indemnitees and any third party) shall be limited to an amount equal to resulting from, relating to, or arising out of the Purchase Price ConsiderationADMIT Contract and the IMN Contracts, including, without limitation, any breach of any representation, warranty, covenant or obligation therein.
Appears in 1 contract
Samples: Merger Agreement (Eclipsys Corp)
Seller Indemnification. (i) Seller shall indemnify Buyer and the Company Stockholder, jointly and each of severally, agree to indemnify, defend, release, and hold Purchaser and Member and their respective officersaffiliates, subsidiaries or related companies, member and their directors, employees, agents, representatives, Affiliates, successors officers and permitted assigns (collectively, the “Buyer Parties”) and hold each of them employees harmless from and against any and pay on behalf of or reimburse such Buyer Parties in respect of any lossall damages, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interestlosses, penalties, interest obligations, liabilities (including tax liabilities), claims, judgments, causes of action, deficiencies, costs, clean up costs, and expenses (including reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoingother costs) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “LossDamages”) which any such Buyer Party may sufferasserted against, sustain incurred or become subject to, as a result of, in connection with, relating or incidental required to or be paid by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay Purchaser on behalf account of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain incident or become subject pursuant to, as the result of, in connection with, relating to or incidental to or by virtue of: (Ai) the breach of any representation or warranty made by Seller contained or Stockholder in Article IV of this Agreement, the Collateral Agreements or in any certificate document delivered by Seller or Stockholder pursuant to Buyer with respect hereto or thereto in connection with the transactions contemplated herebythis Agreement; or (Bii) the breach of any covenant or agreement obligation made by Seller contained or Stockholder in this Agreement, the Collateral Agreements or any certificate document delivered by Seller or Stockholder pursuant to Buyer with respect hereto or thereto in connection with this Agreement; (iii) the business or operations of Seller or any conduct or failure to act of Seller (or any of its employees or agents) before, at or after the Closing including any tax liability resulting therefrom; (iv) the ownership, maintenance, use or operation of the Purchased Assets prior to or on the Closing Date; (v) releases, spills, discharges or leaks of oil, fuel, regulated, hazardous, or toxic substances, or other pollutants of any kind in or on any real property owned, leased, operated or used by Seller that occurred on or before the Closing Date; (vi) the unauthorized disclosure of any terms of this Agreement or the transaction contemplated hereby; and (vii) any broker’s or finders fees due and payable to any third party arising out of this Agreement or the transactions contemplated herebyhereby where such party claims that it entered into an agreement with Seller or Stockholder.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Consideration.
Appears in 1 contract
Seller Indemnification. (i) Seller shall jointly and severally agrees to indemnify and hold harmless Buyer and the Company and each of their respective its directors, officers, directors, employees, agents, representativesmanagers and successors from any and all losses, Affiliatesclaims, successors liabilities, obligations, deficiencies, assessments, fines, costs, and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted damages (including, without limitation, interest, penalties, reasonable attorneys’ legal fees and expensesreasonable accounting fees), court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually"Damages"), a “Loss”resulting from, arising from or relating to:
(i) which any such Buyer Party may sufferdebts, sustain liabilities or become subject toobligations of Optimal or the Business, as a result ofwhether known or unknown, in connection withnow existing or hereafter arising of whatsoever nature or character, whether absolute or contingent, liquidated or disputed, relating to any matters listed in Schedule 10(A)(i) of the Disclosure Schedule and any matters arising on or incidental before the Closing Date other than the Assumed Liabilities, with all such liabilities other than the Assumed Liabilities being collectively referred to or by virtue of, as the "Excluded Liabilities";
(Aii) any misrepresentation employees or the assets not being transferred to Buyer or (b) any Eligible Employees who accept employment with Buyer and make a claim regarding actions occurring while employed by Seller (other than in respect of accrued vacation days but not used during 2004);
(iii) any misrepresentation, inaccuracy or breach of any warranty or representation by Seller (or warranty made by the Company contained other parties not affiliated with Buyer) in this Agreement or the Ancillary Agreements to which it is a party;
(other than the representations and warranties contained iv) any failure of Seller to perform any covenant or agreement in Article IV of this Agreement), Agreement or any Schedule hereto Ancillary Agreement to which it is a party in a timely manner and the failure of which remains uncured for a period of thirty (30) days after receipt of written notice from Buyer setting forth in reasonable detail the nature of such failure; or
(v) Seller's failure to comply with applicable bulk sales or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto bulk transfer laws in connection with the transactions contemplated herebyTransactions, except to the extent resulting from, arising out of or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto to Buyer's obligation to pay or thereto in connection with discharge the transactions contemplated by this AgreementAssumed Liabilities.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Consideration.
Appears in 1 contract
Seller Indemnification. (i) Except as otherwise provided in this Article 9, the Seller shall indemnify will indemnify, hold harmless and reimburse the Buyer and the Company its Affiliates and each of their successors or assigns, and their respective directors, officers, directors, employees, agentsconsultants and agents (the "Buyer Protected Parties") for any and all claims, representativeslosses, liabilities, damages, penalties, fines, costs and expenses (including, in the case of any matter referred to in subsection (c) hereof, all costs related to cleanup, remediation, monitoring and reporting, and, in any case, including reasonable attorneys' fees, court costs and settlement costs but excluding, except in the case of third party claims, consequential, incidental, exemplary or punitive damages) (individually, a "Loss", collectively, "Losses") incurred by the Buyer Protected Parties as a result of, with respect to, or arising out of, (a) any breach or inaccuracy of any representation or warranty of the Seller set forth in this Agreement or the certificate delivered to the Buyer pursuant to Section 7.1 hereof; (b) any breach of or noncompliance by the Seller with any covenant of the Seller contained in this Agreement; (c) the existence of hazardous or toxic substances, contaminants, pollutants and/or other materials regulated under the Environmental Laws (as defined in Section 2.23 hereof) on the properties located in Norwood, Massachusetts occupied by the Company or owned by entities in which the Company has an economic interest; (d) matters disclosed as "challenged" in Section 2.15 of the Disclosure Schedule, (e) failure by the Seller to cooperate with the Buyer in connection with making the election contemplated in Section 9.8(h) hereof, and (f) the operation or ownership by the Company, the Seller or any of their Affiliates, successors and permitted assigns (collectivelyor any liabilities or claims existing or arising with respect to, any subsidiary, division, business or product line not owned or operated by the “Buyer Parties”) and hold each of them harmless from and against and pay Company on behalf of or reimburse such Buyer Parties in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (the Closing Date; including, without limitation, interestthe wireless and radio businesses, penaltiesCellular Infrastructure Supply, reasonable attorneys’ fees Inc., Restor-AIT, Inc., Westec Communications, Inc., World Access Telecommunications Group, Inc., World Access Telecommunications Group Limited, Sunrise Sierra, Inc., and expensesany other subsidiary, court costs division, business or product line associated with the Seller or the Company that is not being acquired by the Buyer pursuant to this Agreement; and all amounts paid in investigationfurther including, defense without limitation, any obligations under, or settlement of any of Losses arising with respect to, the foregoing) Master Manufacturing and Purchase Agreement between the Company and SCI Technology, Inc. to the extent of that such Agreement pertains to the actual amount thereof wireless or radio businesses; provided that, with respect to subsection (collectively, “Losses” and individually, a “Loss”d) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement)Section, or any Schedule hereto or any certificate delivered by the Company or Seller agrees to indemnify the Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions Protected Parties as contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer Section only with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of to any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement Losses attributable to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against operation of the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal Company prior to the Purchase Price ConsiderationClosing Date.
Appears in 1 contract
Seller Indemnification. Effective at and after the Closing, and subject to the other provisions of this Article 10, Seller hereby indemnifies Buyer, its Affiliates (including, for the avoidance of doubt, the Company from and after the Closing) and their respective current and former directors, officers, employees, agents and representatives and their respective successors and assigns (the “Buyer Indemnified Persons”) against, and agrees to hold each of them harmless from, and pay or reimburse them for, any and all Losses imposed on or incurred, sustained or suffered by any Buyer Indemnified Person, whether in respect of Third Party Claims or claims between the parties hereto, arising out of, or resulting from:
(a) the operations or conduct of the business of any Seller Retained Subsidiary whether before or after the Closing;
(b) the operations or conduct of the Accident and Health Business and the New York Accident and Health Business whether before or after the Closing; provided, that the Buyer Indemnified Persons shall not be entitled to indemnification for Losses under this Section 10.02(b) to the extent that such Losses arise out of or result from any breach or nonfulfillment by the Company of, or any failure by the Company to perform, (i) after the execution and delivery of such agreement, any of the covenants, terms or conditions of, or any duties or obligations under, the Accident and Health Administrative Services Agreement or the New York Accident and Health Administrative Services Agreement, respectively, or (ii) during the period from the Closing until the consummation of the transactions contemplated by the New York Accident and Health Coinsurance Agreement and the New York Accident and Health Administrative Services Agreement, any of the Company’s duties or obligations under Section 7.09(b);
(c) the operations or conduct by the Company of any business other than the Business before the Closing;
(d) the Excluded Assets and Liabilities, including all Liabilities relating to the campus located at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Liabilities resulting from the consummation of the transactions contemplated in the Restructuring Agreement, Liabilities resulting from the failure to obtain a consent in transferring any Excluded Asset or Excluded Liability, or Liabilities resulting from, arising out of or otherwise incurred by the Company or any of its Affiliates as a result of the failure to transfer any Excluded Assets or Excluded Liabilities (whether due to the failure to obtain a required consent for such transfer or otherwise);
(e) the operations or conduct of the Off-Risk Business prior to the Closing, other than that part of the Off-Risk Business ceded to Buyer pursuant to the Core Coinsurance Agreement or for Liabilities which arise as a result of a breach by (i) Buyer or its Affiliates (excluding, prior to the Closing, the Company) prior to, on, or after the Closing, of the AFLIAC Stock Purchase Agreement, the IP License Agreement, dated as of December 30, 2005, between Seller shall indemnify and Buyer, the Restructuring Agreement, dated as of December 30, 2005, between Seller, Buyer and the Company and each the Transition Services Agreement, dated as of their respective officersDecember 30, directors2005, employeesbetween Seller, agents, representatives, Affiliates, successors and permitted assigns (collectivelyBuyer, the “Buyer Parties”) Company and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any lossThe Xxxxxxx Sachs Group, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated herebyInc., or (Bii) Buyer or its Affiliates (excluding, prior to the breach Closing, the Company) prior to the Closing, of the Core Coinsurance Agreement, the Core Administrative Services Agreement, the Non-Core Coinsurance Agreement or the Non-Core Administrative Services Agreement;
(f) any breach, prior to the Closing, of any covenant or agreement made or to be performed by the Company pursuant to any AFLIAC Agreement (a “Pre-Closing AFLIAC Breach”), except to the extent such breach results from a breach by Buyer or Seller its Affiliates of its obligations under any AFLIAC Agreement; provided, however, that any claim under this Section 10.02(f) must be made within 180 days after the Closing Date;
(g) any misrepresentation or breach of warranty (each such misrepresentation and breach of warranty, a “Warranty Breach”) contained in this Agreement or Schedule hereto any Ancillary Agreement or in any certificate or other writing delivered by the Company to Buyer with respect pursuant hereto or thereto or in connection with the transactions contemplated by herewith or therewith (disregarding for purposes of this Agreement.
(iiSection 10.02(g) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, qualifications relating to materiality, including the term “Material Adverse Effect”, other than with respect to Section 3.08 or incidental Section 3.09); provided that with respect to or indemnification by virtue of: Seller for Warranty Breaches pursuant to this Section 10.02(g) (other than Warranty Breaches pursuant to the Specified Warranties), (A) Seller shall not be liable for any such individual Warranty Breach (and such Warranty Breach shall be disregarded for all purposes hereunder) unless the breach Losses with respect to such individual Warranty Breach exceed $25,000 (it being understood that all Warranty Breaches arising from the same nucleus of any representation or warranty made by Seller contained in Article IV operative facts shall collectively be deemed an individual Warranty Breach for purposes of this Agreementclause (A)), or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) Seller shall not be liable for any such Warranty Breaches unless and until the aggregate amount of Losses with respect to such Warranty Breaches exceeds the Deductible and then only to the extent of such excess and (C) Seller’s maximum liability for all such Losses resulting from such Warranty Breaches shall not exceed an amount equal to the Cap (provided that the foregoing clauses (A), (B) and (C) shall not apply to any misrepresentation or breach of any covenant or agreement made by Seller contained in this Agreement, the Specified Warranties or any certificate delivered by Seller to Buyer with respect hereto claim involving fraud or thereto in connection with the transactions contemplated hereby.
(iii) intentional or willful breach). Notwithstanding the foregoing or anything else contained in any other provision of this Agreement to the contrary, neither Buyer nor its Affiliates shall be entitled to setany Indemnified Claim (i) with respect to a Warranty Breach relating to any low income housing Tax credit or capital loss carryforward or (ii) relating to Taxes from a Post-off Closing Tax Period (other than interest or penalties accruing with respect to Taxes from a Pre-Closing Tax Period), to the extent attributable to a change in law or official interpretation occuring after the date hereof;
(h) Employee Liabilities;
(i) Environmental Liabilities;
(A) pending third-party Actions or, to the Knowledge of Seller, third-party Actions threatened in writing against the Company or its Affiliates existing on the Closing Date (regardless of subject matter); (B) Producer Agreements, compensation, labor practices or unfair trade practices in dealing with Producers, which occur prior to the Closing Date, provided that this Section 10.02(j)) shall not apply to any trail commissions payable by the Company with respect to Producer Agreements; (C) marketing, sales, selling materials, customer service, claims and all amounts finally determined reporting practices, which occur prior to the Closing Date; (D) unfair trade practices in dealing with customers, including suitability, misrepresentation, negligence, fraud, breach of fiduciary duty, failure to supervise, conflicts of interest, market timing, late trading, or churning, in each case relating to actions by employees or agents appointed by the Company, which occur prior to the Closing Date; except, in each of clauses (A) through (D), to the extent arising out of or resulting from that part of the Off-Risk Business ceded to Buyer pursuant to the Core Coinsurance Agreement;
(k) those matters set forth in Section 10.02(k) of the Disclosure Schedules; and
(l) any breach of a covenant or agreement made or to be owing performed by Seller or its Affiliates pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price ConsiderationAgreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hanover Insurance Group, Inc.)
Seller Indemnification. (i) Seller shall indemnify Buyer and the Company Stockholder, jointly and each of severally, agree to indemnify, defend, release, and hold Purchaser and Partners and their respective officersaffiliates, subsidiaries or related companies, member and their directors, employees, agents, representatives, Affiliates, successors officers and permitted assigns (collectively, the “Buyer Parties”) and hold each of them employees harmless from and against any and pay on behalf of or reimburse such Buyer Parties in respect of any lossall damages, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interestlosses, penalties, interest obligations, liabilities (including tax liabilities), claims, judgments, causes of action, deficiencies, costs, clean up costs, and expenses (including reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoingother costs) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “LossDamages”) which any such Buyer Party may sufferasserted against, sustain incurred or become subject to, as a result of, in connection with, relating required to be paid by Purchaser or incidental to or by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay Partners on behalf account of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain incident or become subject pursuant to, as the result of, in connection with, relating to or incidental to or by virtue of: (Ai) the breach of any representation or warranty made by Seller contained or Stockholder in Article IV of this Agreement, the Collateral Agreements or in any certificate document delivered by Seller or Stockholder pursuant to Buyer with respect hereto or thereto in connection with the transactions contemplated herebythis Agreement; or (Bii) the breach of any covenant or agreement obligation made by Seller contained or Stockholder in this Agreement, the Collateral Agreements or any certificate document delivered by Seller or Stockholder pursuant to Buyer with respect hereto or thereto in connection with this Agreement; (iii) the business or operations of Seller or any conduct or failure to act of Seller (or any of its employees or agents) before, at or after the Closing including any tax liability resulting therefrom; (iv) the unauthorized disclosure of any terms of this Agreement or the transaction contemplated hereby; and (v) any broker’s or finders fees due and payable to any third party arising out of this Agreement or the transactions contemplated herebyhereby where such party claims that it entered into an agreement with Seller or Stockholder.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Consideration.
Appears in 1 contract
Seller Indemnification. (i) From and after the Closing, Seller shall be liable for, and Seller shall indemnify Buyer and Purchaser, its Affiliates (including the Company Acquired Subsidiaries) and each of their respective officers, directors, employees, agentsstockholders, representatives, Affiliates, successors agents and permitted assigns representatives (collectively, the “Buyer Parties”"Purchaser Indemnities") against and hold each of them harmless on an after-Tax basis from (i) all liability for Taxes of the Seller, each Seller Subsidiary and against and pay on behalf each Seller Group with respect to any Pre-Closing Tax Period (other than Excluded Taxes which shall be the responsibility of Purchaser), including but not limited to any Taxes incurred as a result of the contribution of intercompany debt pursuant to Section 4.33, (ii) all liability (as a result of Treasury Regulation ss.1.1502-6(a) or reimburse such Buyer Parties in respect otherwise) for Taxes of Seller or any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action other corporation which is or has ever been affiliated with Seller (other loss, fee, cost than the Acquired Subsidiaries) or expense of any kind with whom Seller or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) Seller Subsidiaries otherwise joins, has ever joined, or is or has ever been required to join in filing any consolidated, combined or unitary Tax Return prior to the extent Closing Date, (iii) all liability for Taxes of the actual amount thereof Seller, each Seller Subsidiaries and each Seller Group arising (collectively, “Losses” and individually, a “Loss”directly or indirectly) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating of the sale of the Assets or incidental to or by virtue ofthe other transactions contemplated hereby, (Aiv) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement Section 4.23 and (other than the representations v) all liability for reasonable legal fees and warranties contained expenses attributable to any item in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Considerationclauses.
Appears in 1 contract
Seller Indemnification. (i) Seller shall 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 Buyer and hold harmless the Company and Company, its Affiliates, each of their respective its directors, officers, directors, employees, agents, representativespartners, Affiliatesmembers and each Person, successors if any, who controls the Company, against any losses, claims, judgments, damages or liabilities, costs or expenses (including reasonable attorneys’ fees, whether incurred in an action between the Selling Holder and permitted assigns the Company, a third party or otherwise), whether joint or several, to which the Company, such directors, officers, employees, agents, partners, members or controlling persons may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar as such losses, claims, judgments, damages, liabilities, costs or expenses (collectivelyor 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 “Buyer Parties”Registration Statement, or any amendment or supplement to the Registration Statement or (b) any omission or alleged omission to state therein 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 hold each of them harmless from and against and pay in conformity with information furnished in writing to the Company by or on behalf of or reimburse such Buyer Parties in respect of any lossSelling Holder, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto specifically for use in connection with the transactions contemplated herebypreparation of such Registration Statement, preliminary or (B) final prospectus, amendment or supplement; provided, however, that the breach obligations of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall Selling Holder hereunder will be limited to an amount equal to the Purchase Price Considerationnet proceeds actually received by such Selling Holder from the disposition of Registrable Shares pursuant to such registration. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any directors, officers, employees, agents, partners, members or controlling persons and shall survive the transfer of such securities by the Selling Holder.
Appears in 1 contract
Samples: Lockup and Registration Rights Agreement (Live Nation, Inc.)
Seller Indemnification. (i) Seller shall indemnify Buyer and In the Company and each of their respective officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect event of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement registration of any of the foregoing) 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 the actual amount thereof (collectivelyits officers, “Losses” employees, Affiliates, directors, attorneys and individuallyagents, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement and each other Person (other than such Selling Holder), if any, who controls the representations Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company, such directors and warranties 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) are based solely upon (a) any untrue statement of a material fact contained in Article IV of this Agreement)any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, any amendment or supplement to the Registration Statement or any Schedule hereto application or (b) the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, and only to the extent that such untrue statement or omission is made in such Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement, any amendment or supplement to the Registration Statement or any certificate delivered by application, in reliance upon and in conformity with information furnished in writing to the Company by or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect Selling Holder expressly for use therein; provided, however, that the obligations of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: Selling Holder hereunder (Ai) the breach of any representation or warranty made by Seller contained in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall will be limited to an amount equal to the Purchase Price Considerationnet 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 and (ii) will not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of such Selling Holder, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Registration Rights Agreement (Orthopediatrics Corp)
Seller Indemnification. Seller and the Principal Members, jointly and severally and each Member, severally, in proportion to their Pro Rata Amounts, (ieach an “Indemnifying Party” and collectively, the “Indemnifying Parties”) Seller shall indemnify and hold harmless Parent, Buyer and the Company and each of their respective officers, directors, employees, agents, representativesand Affiliates (each, Affiliates, successors a “Buyer Indemnitee” and permitted assigns (collectively, the “Buyer PartiesIndemnitees”) against, and hold shall compensate and reimburse each of them harmless from and against and pay on behalf of or reimburse such the Buyer Parties in respect of Indemnitees for, any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigationLosses incurred or sustained by a Buyer Indemnitee or Buyer Indemnitees, defense directly or settlement of indirectly, or to which any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party Indemnitees may suffer, sustain otherwise directly or indirectly become subject to, (regardless of whether or not such Losses relate to any third party claim) and which arise directly or indirectly from or as a result of, or are directly or indirectly connected with:
A. any inaccuracy in connection with, relating or incidental to or by virtue of, (A) any misrepresentation or the breach of any representation or warranty made by the Company contained in this Agreement (other than the representations and warranties contained in Article IV of this Agreement), Seller or any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller Principal Member contained in this Agreement or Schedule hereto in any Collateral Agreement or in any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shallcertificate, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV of this Agreementinstrument, or any certificate other document delivered by Seller or any Principal Member pursuant to Buyer this Agreement or any Collateral Agreement;
B. any failure by Seller or any Principal Member to perform or comply with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant applicable to it contained in this Agreement or agreement made any Collateral Agreement or in any certificate, instrument, or other document delivered by Seller contained or any Principal Member pursuant to this Agreement or any Collateral Agreement;
C. any Excluded Liabilities or Excluded Assets, including without limitation, any Liabilities arising from or relating to Seller’s ownership, use, and operation of the Acquired Assets prior to the Closing;
D. any fraud committed by Seller, any Principal Member or any Member and any intentional misrepresentation of or related to this Agreement or any Collateral Agreement or in any certificate, instrument, or other document delivered by Seller, any Principal Member or any Member pursuant to this Agreement or any Collateral Agreement;
E. The Working Capital Deficit Amount, if any; and
F. any matter referred to on Schedule 7.1(b)(ii)(F). The calculation of Losses pursuant to this Section 7.1(b)(ii) shall be made without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in this Agreement, the Collateral Agreements, or in any certificate certificate, instrument, or other document delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing Principal Member pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price ConsiderationAgreement.
Appears in 1 contract
Seller Indemnification. The Seller will defend and indemnify the Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Certificateholders and Noteholders (each, an "INDEMNIFIED PARTY") against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation (collectively, "COSTS") arising out of or resulting from (i) Seller shall indemnify Buyer this Agreement or the Sale and Servicing Agreement or the Company and each of their respective officersuse, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (collectively, the “Buyer Parties”) and hold each of them harmless from and against and pay on behalf of ownership or reimburse such Buyer Parties in respect operation of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause Equipment by the Seller or the Servicer or any Affiliate of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectively, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue ofeither thereof, (Aii) any misrepresentation or the breach of any representation or warranty or covenant made by the Company contained Seller in this Agreement being untrue or incorrect (other than subject to the representations third sentence of the preamble to Article III of this Agreement above), and warranties (iii) any untrue statement or alleged untrue statement of a material fact contained in Article IV the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of this Agreement)the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to the Trust Depositor by the Seller specifically for use therein; PROVIDED, HOWEVER, that the Seller shall not be required to so indemnify any such Indemnified Party for such Costs to the extent that such Cost shall be due to or arise from the willful misfeasance, bad faith or gross negligence of such Indemnified Party, or the failure of such Indemnified Party to comply with any Schedule hereto express undertaking, agreement or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant or agreement made by the Company or Seller contained such Indemnified Party in this Agreement or Schedule hereto or a Transaction Document to which it is a party. Notwithstanding any certificate delivered by the Company to Buyer with respect hereto or thereto in connection with the transactions contemplated by this Agreement.
(ii) Seller shall, jointly and severally, indemnify the Buyer Parties and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach of any representation or warranty made by Seller contained in Article IV other provision of this Agreement, the obligation of the Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Consideration.
Appears in 1 contract
Samples: Transfer and Sale Agreement (Newcourt Receivables Corp Ii)
Seller Indemnification. (i) Seller The Sellers shall be jointly and severally liable for, and shall indemnify Buyer and hold the Company, its Subsidiaries, the Purchaser and the Company Purchaser’s Affiliates harmless against (without duplication), all Losses and each of their respective officersTaxes suffered by the Company, directors, employees, agents, representatives, Affiliates, successors and permitted assigns (collectivelyany Subsidiary, the “Buyer Parties”) and hold each of them harmless from and against and pay on behalf of Purchaser or reimburse such Buyer Parties in respect of any loss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, except as provided in Section 6.1(a) and regardless of when asserted (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) to the extent of the actual amount thereof (collectivelyPurchaser’s Affiliates arising out of, “Losses” and individually, a “Loss”) which any such Buyer Party may suffer, sustain or become subject incident to, or as a result of, in connection with, relating or incidental to or by virtue of, : (Ai) any misrepresentation or the breach or inaccuracy of any representation or warranty made by contained in Section 2.10 or Section 2.25 (it being acknowledged and agreed that for purposes of this Section 4.5(f)(i), any exception set forth on Section 2.25(c) of the Company contained in this Agreement Disclosure Schedule shall be disregarded); (other than the representations and warranties contained in Article IV of this Agreement), or ii) any Schedule hereto or any certificate delivered by the Company or Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, or (B) the breach of any covenant of Sellers contained in this Section 4.5; (iii) Taxes of or agreement made by attributable to the Company or Seller contained in this Agreement or Schedule hereto or any certificate delivered by Subsidiary for any Pre-Closing Tax Periods (including, for the Company to Buyer with respect hereto or thereto in connection with avoidance of doubt, any Taxes arising as a result of the transactions contemplated by this Agreement.
), but only to the extent such Taxes were not included in the Definitive Closing Working Capital; (iiiv) Seller shallTaxes payable by the Company or any Subsidiary in any period by reason of the Company or any Subsidiary being severally liable for the Tax of any Person pursuant to Treasury Regulation Section 1.1502-6 or any analogous foreign, jointly and severallystate or local Tax law in any Pre-Closing Tax Period or pre-closing portion of any Straddle Period, indemnify (v) any amount required to be paid by the Buyer Parties and hold each of them harmless from and against and pay Company or any Subsidiary under an indemnification agreement (other than this Agreement) or on behalf of a transferee or reimburse such Buyer Parties successor liability theory, in respect of any Loss which any such Buyer Party may suffer, sustain or become subject to, as the result of, in connection with, relating to or incidental to or by virtue of: (A) the breach Taxes of any representation Person, which indemnification agreement or warranty made by Seller contained application of transferee or successor liability theory relates to an acquisition, disposition or similar transaction occurring on or prior to the Closing Date; and (vi) all Taxes described in Article IV of this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto Section 1.6. Any claims hereunder shall be resolved in connection accordance with the transactions contemplated hereby; or (B) the breach of any covenant or agreement made by Seller contained procedures set forth in this Agreement, or any certificate delivered by Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated herebySection 6.4.
(iii) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, Buyer shall be entitled to set-off any and all amounts finally determined to be owing pursuant to this Section 6.2(a) from and against the Purchase Price Consideration. Any Liability or amount owing pursuant to 6.2(a)(i)(A) shall be limited to an amount equal to the Purchase Price Consideration.
Appears in 1 contract
