Common use of Seller Parties' Agreement to Indemnify Clause in Contracts

Seller Parties' Agreement to Indemnify. (a) Each of the Seller Parties shall, jointly and severally, indemnify and hold harmless Parent, Buyer and their respective Affiliates (collectively, the "Buyer Indemnitees") in respect of any and all Damages incurred by any Buyer Indemnitee as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made in this Agreement by any of the Seller Parties; (ii) any Environmental Liability imposed upon any of the Seller Parties relating to the Business or Seller, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring on or before the Closing Date (in the case of this clause (ii) regardless of whether such Environmental Liability arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement made by any of the Seller Parties); (iii) any Liabilities in connection with the Proceedings described in Schedule 3.11 hereto; (iv) any Liabilities for Taxes of Seller or any shareholder of Seller, or any predecessor in interest or any Affiliate of any of them with respect to any period, and any Liabilities for Taxes relating to the Transferred Assets with respect to any pre-Closing tax period (in the case of this clause (iv), regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement made by Seller at any time); (v) any Excluded Liabilities; (vi) acts or omissions of the Seller Representative (other than Damages arising solely from claims brought by the Seller Representative on behalf of the Seller Parties after Closing in the Seller Representative's capacity as agent for the Seller Parties); (vii) the violation, conflict, breach of or default under (or omission or commission of any action, condition or event which, after notice or lapse of time or both, would result in any such violation, conflict or breach of or default under) any Contract, Permit or law by any of the Seller Parties prior to the Closing Date; (viii) [Intentionally Omitted]; (ix) the enforcement of this Section 9.01; or (x) Seller's failure to qualify to transact business as a foreign corporation in good standing in the States of Georgia, Louisiana and Virginia. (b) Seller Parties shall have no obligation under Section 9.01(a) unless and until the aggregate amount of Damages incurred under Section 9.01(a) hereof and Section 9.01(a) of each of the Related Purchase Agreements exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Seller Deductible"), whereupon the Seller Parties shall be liable to indemnify the Buyer Indemnitees for all amounts of Damages over the Seller Deductible; provided, however, that Damages incurred by any Buyer Indemnitee as a result of any misrepresentation, breach or inaccuracy of any representations or warranties made by any of the Seller Parties relating to Sections 3.02, 3.03(a), 3.09, 3.21, and 4.04 or pursuant to Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii) shall not be subject to the Seller Deductible, and the Buyer Indemnitees shall be indemnified for any and all Damages as a result of any such misrepresentation, breach or inaccuracy of any such representations or warranties in such Sections or pursuant to such Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii); provided, further, (A) the maximum liability of the Seller Parties to indemnify the Buyer Indemnitees under Section 9.01(a) hereof and Section 9.01(a) of each of the Related Purchase Agreements shall equal One Million Five Hundred Thousand Dollars ($1,500,000), and (B) none of the foregoing limit or the Seller Deductible shall apply with respect to any claim based upon a breach of any of the representations, warranties, covenants, agreements and obligations set forth in Sections 3.02, 3.03(a), 3.09, 3.21 and 4.04 of this Agreement or pursuant to Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii) or arising out of fraud or willful misrepresentation or misconduct.

Seller Parties' Agreement to Indemnify. (a) Each of Subject to the limitations set forth in this Article, the Seller Parties shall, jointly and severallyseverally agree to indemnify, indemnify defend and hold harmless Parentthe Purchaser Parties, Buyer their affiliates and their respective Affiliates officers, directors, members, (general and limited) partners, shareholders, employees, agents and representatives (collectively, the "Buyer IndemniteesPurchaser Indemnified Parties") in respect of from and against all demands, claims, actions, losses, damages, liabilities, penalties, Taxes, costs and expenses (including, without limitation, attorneys' and accountants' fees, settlement costs, arbitration costs and any and all Damages reasonable other expenses for investigating or defending any action or threatened action) asserted against or incurred by the Purchaser Indemnified Parties or any Buyer Indemnitee as a result of: of them arising out of or in connection with or resulting from (i) any inaccuracy breach of, misrepresentation associated with or misrepresentation in failure to perform under any covenant, representation, warranty or breach agreement under this Agreement or the other agreements contemplated hereby on the part of any representation, warranty, covenant Seller Party; or agreement made in this Agreement by any of the Seller Parties; (ii) any Environmental Liability imposed upon Excluded Liabilities (including Taxes arising prior to Closing and any Purchaser Damages arising out of the Seller Parties or relating to the Business or Seller, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring on or before the Closing Date (in the case of this clause (ii) regardless of whether such Environmental Liability arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement made by any Seller Parties' purchase of the Seller PartiesReal Estate from HCP) (collectively, "Purchaser Damages"); (iii) any Liabilities in connection with the Proceedings described in Schedule 3.11 hereto; (iv) any Liabilities for Taxes of Seller or any shareholder of Seller, or any predecessor in interest or any Affiliate of any of them with respect to any period, and any Liabilities for Taxes relating to the Transferred Assets with respect to any pre-Closing tax period (in the case of this clause (iv), regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement made by Seller at any time); (v) any Excluded Liabilities; (vi) acts or omissions of the Seller Representative (other than Damages arising solely from claims brought by the Seller Representative on behalf of the Seller Parties after Closing in the Seller Representative's capacity as agent for the Seller Parties); (vii) the violation, conflict, breach of or default under (or omission or commission of any action, condition or event which, after notice or lapse of time or both, would result in any such violation, conflict or breach of or default under) any Contract, Permit or law by any of the Seller Parties prior to the Closing Date; (viii) [Intentionally Omitted]; (ix) the enforcement of this Section 9.01; or (x) Seller's failure to qualify to transact business as a foreign corporation in good standing in the States of Georgia, Louisiana and Virginia. (b) The indemnification of the Purchaser Indemnified Parties by the Seller Parties provided for under this Article XII shall have no obligation be limited in certain respects as follows: (i) the right of the Purchaser Indemnified Parties to seek indemnification under this Section 9.01(a12.1 shall terminate on the third anniversary of Closing (the "Purchaser's Indemnity Periods"), except that the Purchaser' Indemnity Period shall terminate on the fifth anniversary of the Closing Date for claims under Sections 4.15 and 4.17 and (ii) the Seller shall not be required to indemnify the Purchaser Indemnified Parties for indemnification claims under this Section 12.1 unless and until the aggregate amount of all losses resulting in Purchaser' Damages incurred under Section 9.01(a) hereof exceeds One Hundred Thousand and Section 9.01(a) of each of the Related Purchase Agreements exceeds Two Hundred Fifty Thousand No/100 Dollars ($250,000100,000.00) (the "Seller DeductibleMinimum Aggregate Liability Amount") in which event the foregoing indemnification obligation shall apply to the aggregate amount of Purchaser Damages that exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), whereupon the Seller Parties shall be liable to indemnify the Buyer Indemnitees for all amounts of Damages over the Seller Deductible; provided, however, that Damages incurred by any Buyer Indemnitee as a result of any misrepresentation, breach or inaccuracy of any representations or warranties made by any of the Seller Parties relating to Sections 3.02, 3.03(a), 3.09, 3.21, and 4.04 or pursuant to Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii) shall not be subject to the Seller Deductible, and the Buyer Indemnitees shall be indemnified for any and all Damages as a result of any such misrepresentation, breach or inaccuracy of any such representations or warranties in such Sections or pursuant to such Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii); provided, further, (A) the maximum liability of the Seller Parties under this Agreement shall be an amount equal to indemnify the Buyer Indemnitees under Section 9.01(a) hereof Purchase Price. The foregoing limitations on time and Section 9.01(a) of each of the Related Purchase Agreements amount shall equal One Million Five Hundred Thousand Dollars ($1,500,000), and (B) none of the foregoing limit or the Seller Deductible shall not apply with respect to any claim based upon a breach Purchaser Damages arising or resulting from (i) any act or omission of any Seller Party which constitutes fraud, (ii) any breach by any Seller Party of its post-closing covenants; or (iii) the representations, warranties, covenants, agreements and obligations set forth in Sections 3.02, 3.03(a), 3.09, 3.21 and 4.04 of this Agreement or pursuant to Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii) or arising out of fraud or willful misrepresentation or misconduct.

Seller Parties' Agreement to Indemnify. (a) Each of the Seller Parties shall, jointly and severally, indemnify and hold harmless Parent, Buyer and their respective Affiliates (collectively, the "Buyer Indemnitees") in respect of any and all Damages incurred by any Buyer Indemnitee as a result of: (i) any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made in this Agreement by any of the Seller Parties; (ii) any Environmental Liability imposed upon any of the Seller Parties relating to the Business or Seller, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring on or before the Closing Date (in the case of this clause (ii) regardless of whether such Environmental Liability arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement made by any of the Seller Parties); (iii) any Liabilities in connection with the Proceedings described in Schedule 3.11 hereto; (iv) any Liabilities for Taxes of Seller or any shareholder of Seller, or any predecessor in interest or any Affiliate of any of them with respect to any period, and any Liabilities for Taxes relating to the Transferred Assets with respect to any pre-Closing tax period (in the case of this clause (iv), regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement made by Seller at any time); (v) any Excluded Liabilities; (vi) acts or omissions of the Seller Representative (other than Damages arising solely from claims brought by the Seller Representative on behalf of the Seller Parties after Closing in the Seller Representative's capacity as agent for the Seller Parties); (vii) the violation, conflict, breach of or default under (or omission or commission of any action, condition or event which, after notice or lapse of time or both, would result in any such violation, conflict or breach of or default under) any Contract, Permit or law by any of the Seller Parties prior to the Closing Date; (viii) [Intentionally Omitted]Seller's failure to repay Eight Hundred Thousand Dollars ($800,000) to Parent upon any breach of the covenant to relocate Xxxxx and his family to, and purchase a home in, Marin County, CA, as set forth in Section 2.06(b) hereof; (ix) the enforcement of this Section 9.01; or (x) Seller's failure to qualify to transact business as a foreign corporation in good standing in the States of Georgia, Louisiana and Virginia. (b) Seller Parties shall have no obligation under Section 9.01(a) unless and until the aggregate amount of Damages incurred under Section 9.01(a) hereof and Section 9.01(a) of each of the Related Purchase Agreements exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Seller Deductible"), whereupon the Seller Parties shall be liable to indemnify the Buyer Indemnitees for all amounts of Damages over the Seller Deductible; provided, however, that Damages incurred by any Buyer Indemnitee as a result of any misrepresentation, breach or inaccuracy of any representations or warranties made by any of the Seller Parties relating to Sections 3.02, 3.03(a), 3.09, 3.21, and 4.04 or pursuant to Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii) shall not be subject to the Seller Deductible, and the Buyer Indemnitees shall be indemnified for any and all Damages as a result of any such misrepresentation, breach or inaccuracy of any such representations or warranties in such Sections or pursuant to such Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii); provided, further, (A) the maximum liability of the Seller Parties to indemnify the Buyer Indemnitees under Section 9.01(a) hereof and Section 9.01(a) of each of the Related Purchase Agreements shall equal One Million Five Hundred Thousand Dollars ($1,500,000), and (B) none of the foregoing limit or the Seller Deductible shall apply with respect to any claim based upon a breach of any of the representations, warranties, covenants, agreements and obligations set forth in Sections 3.02, 3.03(a), 3.09, 3.21 and 4.04 of this Agreement or pursuant to Sections 9.01(a)(v) [Excluded Liabilities] or 9.01(a)(viii) or arising out of fraud or willful misrepresentation or misconduct.