Seller’s Agreement to Indemnify. Upon the terms and subject to the conditions of this Section 9, without duplication of any amounts recovered by Buyer by offset against the Escrow Funds, for a period of two (2) years from the Closing Date, Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and Affiliates (including the Company, from and after the Closing Date) (collectively, “Buyer Indemnitees”), from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Damages”) suffered by, imposed upon or incurred by Buyer Indemnitees by reason of or resulting from (i) a breach of any representation or warranty of Seller contained in this Stock Purchase Agreement; or (ii) non-performance of any agreement or covenant of Seller contained in or made pursuant to this Stock Purchase Agreement (collectively, “Buyer Claims”), provided, that the Buyer Indemnitees make a claim for indemnification within the applicable survival period. Notwithstanding the foregoing, Seller’s indemnity obligations with respect to a breach of Section 2.24(b)(xxii) shall continue for a period of three (3) years, and Seller’s indemnification obligations with respect to Special Claims shall continue until expiration of the applicable statutes of limitations. For purposes of this Agreement, the term “Special Claims” shall mean and refer to those claims (1) relating to Tax Claims or other amounts described in or pursuant to Section 5.5(b); (2) resulting from fraud by Seller; (3) resulting from willful misconduct of Seller or the Company; (4) amounts due under Sections 9.5, 9.6 and/or 9.7; and (5) relating to claims by a third party with respect to any Third Party Contractual Requirements Contracts which are not listed on Schedule 2.14(a) with respect to the representations and warranties made under Section 2.24. As used in the previous sentence the willful misconduct shall be limited to conduct which constitutes a violation of criminal law as finally determined (or by guilty or nolo contendre plea) in a judicial or arbitration proceeding by clear and convincing evidence or otherwise constitutes intentional and knowing malfeasance as finally determined in a judicial or arbitration proceeding by clear and convincing evidence (or by guilty or nolo contendre plea). The amounts for which Seller shall be liable under this Section 9 are subject to the Indemnity Limitations set out in Section 9.8 below, and shall also be net of any insurance proceeds paid to the Buyer Indemnitees by insurance in connection with the facts giving rise to the right of indemnification or which would have been payable to Buyer Indemnitees in the event that any Buyer Indemnitee had made a valid claim with respect to any such amount under any insurance policies maintained by Buyer Indemnitees which provide coverage with respect to the facts giving rise to the right of indemnification.
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Seller’s Agreement to Indemnify. Upon the terms and subject to the conditions of this Section 9, without duplication of any amounts recovered by Buyer by offset against the Escrow Funds, for a period of two (2) years from the Closing Date, Seller shall indemnifydefend, defend indemnify and hold harmless Buyer and its officers, directors, employees, agents and Affiliates (including the Company, from and after the Closing Date) (collectively, “Buyer Indemnitees”), Company from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Damages”) suffered by, imposed upon or incurred by any Buyer Indemnitees by reason of or resulting from (i) a breach of any representation or warranty of Seller contained in Indemnity Claims arising under this Stock Purchase Agreement; or (ii) non-performance of any agreement or covenant of Seller contained in or made pursuant to this Stock Purchase Agreement (collectively, “Buyer Claims”), provided, that the Buyer Indemnitees make a claim for indemnification within the applicable survival period. Notwithstanding the foregoing, Seller’s indemnity obligations with respect to a breach of Section 2.24(b)(xxii) shall continue for a period of three (3) years, and Seller’s indemnification obligations with respect to Special Claims shall continue until expiration of the applicable statutes of limitations. For purposes of this Agreement, the term “Special Claims” "Buyer Indemnity Claim" shall mean and refer to those claims (1i) relating to any Tax Claims Liability or other amounts described in or pursuant to Section 5.5(b); Cost (2) resulting from fraud by Seller; (3) resulting from willful misconduct of Seller or the Company; (4) amounts due under Sections 9.5, 9.6 and/or 9.7; and (5) relating to claims by a third party with respect to any Third Party Contractual Requirements Contracts which are not listed on Schedule 2.14(a) with respect to the representations and warranties made under Section 2.24. As used in the previous sentence the willful misconduct shall be limited to conduct which constitutes a violation of criminal law as finally determined (or by guilty or nolo contendre plea) in a judicial or arbitration proceeding by clear and convincing evidence or otherwise constitutes intentional and knowing malfeasance as finally determined in a judicial or arbitration proceeding by clear and convincing evidence (or by guilty or nolo contendre plea). The amounts for which Seller shall be liable under this Section 9 are subject to the Indemnity Limitations set out defined in Section 9.8 below8.5), and shall also be net or (ii) any loss, damage, deficiency, claim, liability, obligation, suit, action, proceeding, demand, assessment, judgment, fee, cost or expense of any insurance proceeds paid to the Buyer Indemnitees by insurance nature whatsoever (including, without limitation, all interest and penalties in connection with the facts giving rise foregoing and all out-of-pocket costs and expenses incident to the right investigation, settlement or disposal of any of the foregoing, including, without limitation, reasonable fees and disbursements of accountants and counsel) arising out of, based upon or resulting from (A) any breach of any representation and warranty of the Company or Seller which is contained in this Agreement or the certificate delivered under Section 7.2 of this Agreement, (B) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Company or the Seller which are contained in or made pursuant to this Agreement, and (C) the termination of the CAC Stock Purchase Agreement; provided, however, that Buyer shall be entitled to indemnification or for Buyer Indemnity Claims under subsection (ii)(A) (other than under Sections 3.3., 3.25 and 3.30) of this Section 8.2 only to the extent that the aggregate amount of all Buyer Indemnity Claims which would have been payable Definitively Resolved (as that term is hereinafter defined) in favor of Buyer under the terms of this Agreement shall exceed $1,000,000 and only to Buyer Indemnitees in the event that any Buyer Indemnitee had extent of such excess. Any payments made a valid claim by Seller hereunder with respect to any such amount under any insurance policies maintained by a Buyer Indemnitees which provide coverage with respect Indemnity Claim shall be deemed to be a reduction of the facts giving rise to the right of indemnificationPurchase Price.
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Samples: Stock Purchase Agreement (International Wire Group Inc)
Seller’s Agreement to Indemnify. Upon (a) Subject to the terms and subject to the conditions of this Section 9, without duplication of any amounts recovered by Buyer by offset against the Escrow Funds, for a period of two (2) years from the Closing Date, Seller shall indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and Affiliates (including the Companyset forth herein, from and after the Closing Date) Closing, the Seller shall indemnify and hold harmless the Buyer and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, “the "Buyer Indemnitees”), ") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, expenses (including, without limitation, interest, penalties and reasonable attorneys’ ' fees and expenses expenses) (collectively, “the "Buyer Damages”") suffered by, imposed upon asserted against or incurred by any Buyer Indemnitees by reason Indemnitee as a result of or resulting from arising out of (i) a breach of any representation or warranty of the Seller contained in this Stock Purchase Agreement; Agreement when made or (ii) non-performance of any agreement or covenant of Seller contained in or made pursuant to this Stock Purchase Agreement (collectively, “Buyer Claims”), provided, that the Buyer Indemnitees make a claim for indemnification within the applicable survival period. Notwithstanding the foregoing, Seller’s indemnity obligations with respect to a breach of Section 2.24(b)(xxii) shall continue for a period of three (3) years, at and Seller’s indemnification obligations with respect to Special Claims shall continue until expiration as of the applicable statutes Closing Date (or at and as of limitations. For purposes such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of this Agreement, the term “Special Claims” shall mean and refer Closing Date (or such different date or period) (without giving effect to those claims (1x) relating to Tax Claims any "materiality" or Company Material Adverse Effect qualification or exception therein (other amounts described in or pursuant to Section 5.5(b); (2) resulting from fraud by Seller; (3) resulting from willful misconduct of Seller or the Company; (4) amounts due under Sections 9.5, 9.6 and/or 9.7; and (5) relating to claims by a third party with respect to any Third Party Contractual Requirements Contracts which are not listed on Schedule 2.14(a) than with respect to the representations and warranties made contained in Sections 2.5(b)(y), 2.13(a), (b) and (c), 2.14(a)(iv) and 2.15(b)); provided, however, that with respect to a breach under Section 2.24. As used 2.12 hereof, Buyer Damages shall not include any Buyer damages which result from the Company or any of its Subsidiaries not having Tax attributes (including, basis in assets, net operating losses or credits) or (y) any "knowledge" qualification or exception contained in Sections 2.9, 2.15(b)(vii), 2.15(b)(viii), 2.15(b)(ix), the previous first sentence of Section 2.16(c), and 2.16(f)); (ii) a breach of any covenant or agreement (other than as contained in Section 4.5, 4.6 and 4.13) on the willful misconduct shall be limited part of the Seller under this Agreement; (iii) any of the Retained Liabilities; (iv) any Liability as to conduct which constitutes a violation the Seller has liability or indemnification obligations under Section 4.8 or 4.9.; or (v) any Liability arising out of criminal law as finally determined (or by guilty or nolo contendre pleathe matters described in Section 2.10(c) in a judicial or arbitration proceeding by clear and convincing evidence or otherwise constitutes intentional and knowing malfeasance as finally determined in a judicial or arbitration proceeding by clear and convincing evidence (or by guilty or nolo contendre plea)of the Seller Disclosure Schedule. The amounts for which Seller shall be liable under this Section 9 are Seller's obligation to indemnify the Buyer Indemnitees pursuant to clause 7.2(a)(i) hereof is subject to the Indemnity Limitations set out in Section 9.8 below, and shall also be net of any insurance proceeds paid to the Buyer Indemnitees by insurance in connection with the facts giving rise to the right of indemnification or which would have been payable to Buyer Indemnitees in the event that any Buyer Indemnitee had made a valid claim with respect to any such amount under any insurance policies maintained by Buyer Indemnitees which provide coverage with respect to the facts giving rise to the right of indemnification.following limitations:
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Seller’s Agreement to Indemnify. Upon Subject to the terms and subject to conditions set forth herein, from and after the conditions of this Section 9, without duplication of any amounts recovered by Buyer by offset against the Escrow Funds, for a period of two (2) years from the Closing DateClosing, Seller shall indemnify, defend indemnify and hold harmless Buyer and its directors, officers, directors, employees, affiliates (including for this purpose Nippon Selas and XX Xxxxx), controlling persons, agents and Affiliates representatives and their successors and permitted assigns (including the Company, from and after the Closing Date) (collectively, “"Buyer Indemnitees”), ") from and against all liability, demands, claims, actions or causes of action, assessments, fines, losses, damages, liabilities, costs and expenses, expenses (including, without limitation, interest, penalties and reasonable attorneys’ ' fees and expenses expenses), including without limitation, any third party claims (collectively, “collectively "Damages”") suffered by, imposed upon asserted against or incurred by any Buyer Indemnitees by reason Indemnitee as a result of or resulting from arising out of (ia) a breach by Seller of or inaccuracy in any representation or warranty of Seller contained in Article III of this Stock Purchase Agreement; Agreement as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), (b) any breach by Seller of, or any failure by Seller to fully carry out and perform, any agreement, covenant, undertaking or obligation of Seller in this Agreement including without limitation failure to pay, perform and discharge any liability or obligation of, or claim against, the Seller other than the Assumed Liabilities, or (c) Seller's operation of the Business prior to the Closing Date. The parties agree that the matters subject to indemnification pursuant to the preceding clauses (b) and (c) shall without limitation include (i) any asbestos liability or other product liability claim with respect to products sold prior to Closing, (ii) non-performance any adverse environmental condition existing at the time of any agreement or covenant of Seller contained in or made pursuant to this Stock Purchase Agreement (collectively, “Buyer Claims”), provided, that the Buyer Indemnitees make a claim for indemnification within the applicable survival period. Notwithstanding the foregoing, Seller’s indemnity obligations with respect to a breach of Section 2.24(b)(xxii) shall continue for a period of three (3) years, and Seller’s indemnification obligations with respect to Special Claims shall continue until expiration of the applicable statutes of limitations. For purposes of this Agreement, the term “Special Claims” shall mean and refer to those claims (1) relating to Tax Claims or other amounts described in or pursuant to Section 5.5(b); (2) resulting from fraud by Seller; (3) resulting from willful misconduct of Seller or the Company; (4) amounts due under Sections 9.5, 9.6 and/or 9.7; and (5) relating to claims by a third party Closing with respect to any Third Party Contractual Requirements Contracts which are not listed on Schedule 2.14(a) with respect to premises occupied by the representations and warranties made under Section 2.24. As used in the previous sentence the willful misconduct shall be limited to conduct which constitutes a violation of criminal law as finally determined (or by guilty or nolo contendre plea) in a judicial or arbitration proceeding by clear and convincing evidence or otherwise constitutes intentional and knowing malfeasance as finally determined in a judicial or arbitration proceeding by clear and convincing evidence (or by guilty or nolo contendre plea). The amounts Business for which Seller shall be liable under this Section 9 are subject to the Indemnity Limitations set out in Section 9.8 belowhad liability and (iii) except as specifically assumed hereunder, and shall also be net any obligation of any insurance proceeds paid to the Buyer Indemnitees by insurance in connection with the facts giving rise to the right of indemnification or which would have been payable to Buyer Indemnitees in the event that any Buyer Indemnitee had made a valid claim with respect Seller to any such amount under any insurance policies maintained by Buyer Indemnitees which provide coverage with respect to employee or former employee of the facts giving rise to the right of indemnificationBusiness.
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Seller’s Agreement to Indemnify. Upon the terms and subject to the conditions of this Section 9, without duplication of any amounts recovered by Buyer by offset against the Escrow Funds, for a period of two (2) years from the Closing DateArticle XI, Seller shall indemnify, defend and hold harmless Buyer Buyer, its affiliates (including the Company and its Subsidiaries) and their respective officers, directors, agents, employees, agents stockholder and Affiliates representatives (including the Company"Buyer Indemnified Parties"), from and at any time after the Closing Date) (collectively, “Buyer Indemnitees”)Closing, from and against all demands, claims, actions or causes of action, assessments, losses, damages, diminution in value, liabilities, costs and expenses, including, without limitation, including interest, penalties and reasonable attorneys’ ' fees and expenses (collectively, “"Damages”) suffered by"), asserted against, resulting to, imposed upon or suffered or incurred by Buyer Indemnitees Indemnified Parties by reason of or resulting arising from (ia) a breach of any representation or warranty of Seller contained in or made pursuant to this Stock Purchase Agreement; or Agreement (iiother than those contained in Section 3.14 hereof), (b) other than such for which indemnification is provided in Section 6.1(c), non-performance fulfillment of any agreement or covenant of Seller contained in or made pursuant to this Stock Purchase Agreement or (c) the Excluded Assets (including any obligations and liabilities arising from or relating to the Excluded Assets) or the transactions contemplated by Section 2.4 hereof (collectively, “"Buyer Claims”"). Any provision in this Agreement to the contrary notwithstanding, providedin the event the Closing occurs and Buyer thereafter sells or otherwise disposes of all or any portion of the Continuing Business, that the Buyer Indemnitees make a claim for indemnification within the applicable survival period. Notwithstanding the foregoing, Seller’s indemnity obligations liability of Seller under this Article 11 automatically shall expire and terminate with respect to a breach "Division" (as defined below) of Section 2.24(b)(xxii) shall continue for the Continuing Business of which Buyer makes a period "Disposition" (as defined below), concurrent with the effective date of three (3) yearsany such Disposition, and Seller’s indemnification obligations neither the Buyer Indemnified Parties, nor any purchaser or acquiror of any such portion of the Continuing Business shall have any right or remedy under this Article 11 or otherwise with respect to Special Claims shall continue until expiration that portion of the applicable statutes Continuing Business, irrespective of limitationsthe form of the transaction or the method or manner in which the sale or disposition occurs. For purposes of this Agreementthe immediately preceding sentence, the term “Special Claims” a "Division" shall mean and refer to those claims (1) relating to Tax Claims or other amounts described in or pursuant to Section 5.5(b); (2) resulting from fraud by Seller; (3) resulting from willful misconduct any of Seller or the Company; (4) amounts due under Sections 9.5Integrated Retail Banking, 9.6 and/or 9.7; and (5) relating to claims by a third party with respect to any Third Party Contractual Requirements Contracts which are not listed on Schedule 2.14(a) with respect to the representations and warranties made under Section 2.24. As used in the previous sentence the willful misconduct shall be limited to conduct which constitutes a violation of criminal law as finally determined (or by guilty or nolo contendre plea) in a judicial or arbitration proceeding by clear and convincing evidence or otherwise constitutes intentional and knowing malfeasance as finally determined in a judicial or arbitration proceeding by clear and convincing evidence (or by guilty or nolo contendre plea). The amounts for which Seller shall be liable under this Section 9 are subject to the Indemnity Limitations set out in Section 9.8 belowConsumer Lending, and shall also be net of any insurance proceeds paid to the Buyer Indemnitees by insurance in connection with the facts giving rise to the right of indemnification or which would have been payable to Buyer Indemnitees in the event that any Buyer Indemnitee had made a valid claim with respect to any such amount under any insurance policies maintained by Buyer Indemnitees which provide coverage with respect to the facts giving rise to the right of indemnification.Residential Lending Services, Integrated Financial Services, Financial Services
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Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/)
