Buyer Indemnification Event means the following:
(i) (A) the untruth, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement, any Schedule or Exhibit attached hereto, the Xxxx of Sale, the Assignment and Assumption Agreement or any certificate delivered by the Seller in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (B) the breach of any agreement or covenant of the Seller contained in this Agreement, the Xxxx of Sale, or the Assumption or Assignment Agreement;
(ii) the assertion against the Buyer or any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with the operation of the Subject Business at any time prior to the Closing;
(iii) the assertion against the Buyer or any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with any Excluded Obligation; and
(iv) any non-compliance by the Seller with the "bulk sales laws" of Florida to the extent that such laws are in effect and may be applicable to the transactions contemplated hereby.
Buyer Indemnification Event means the following:
(i) (A) the untruth, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement, any Schedule or Exhibit attached hereto or any certificate delivered by the Seller in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (B) the breach of any agreement or covenant of the Seller contained in this Agreement;
(ii) the assertion against the Buyer or any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with the operation of the Subject Business prior to the Closing;
(iii) the assertion against the Buyer or any Buyer Indemnified Person of any Excluded Obligation; and
(iv) any non-compliance by the Seller with the "bulk sales laws" of Texas to the extent that such laws may be applicable to the transactions contemplated hereby.
Buyer Indemnification Event is defined in Section 8.2(b)(i).
Examples of Buyer Indemnification Event in a sentence
No Losses in respect of a claim based on a Buyer Indemnification Event shall be included in determining whether the Deductible has been reached unless an Indemnification Notice seeking indemnification for such Losses has been given by Buyer Indemnified Parties to the Shareholder Representatives in accordance with this Article VII.
Notwithstanding anything to the contrary contained in this Agreement, the Cap shall not be applicable to the Unlimited Indemnification Events (except that the Cap shall be applicable to the Buyer Indemnification Event described in Section 7.3(a)(vi)).
From and after the Effective Time, the Buyer Indemnified Parties shall be indemnified and held harmless from and against any and all Losses that are incurred or suffered by Buyer Indemnified Parties or any of them by reason of a Buyer Indemnification Event.
Any and all claims based on a Buyer Indemnification Event that involve Losses of less than $5,000 shall not be entitled to indemnification under this Article VIII and shall not be counted toward satisfaction of the Deductible.
In addition, upon notice from Seller, Buyer shall promptly pay all amounts that Seller has become legally obligated to pay by judgment, settlement or otherwise, by reason of any Buyer Indemnification Event.
More Definitions of Buyer Indemnification Event
Buyer Indemnification Event means the following:
(i) (A) the untruth, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement, any Schedule or Exhibit attached hereto or any certificate delivered by the Seller in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (B) the breach of any agreement or covenant of the Seller contained in this Agreement;
(ii) the assertion against the Buyer or any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with the operation of the Subject Business prior to the Closing;
(iii) the assertion against the Buyer or any Buyer Indemnified Person of any Excluded Obligation; and
(iv) any non-compliance by the Seller with the "bulk sales laws" of California to the extent that such laws may be applicable to the transactions contemplated hereby.
Buyer Indemnification Event means the following:
(i) (A) the untruth, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement, any Schedule or Exhibit attached hereto, the Xxxx of Sale, the Assignment and Assumption Agreement or any certificate delivered by the Seller in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (B) the breach of any agreement or covenant of the Seller contained in this Agreement, the Xxxx of Sale, or the Assumption or Assignment Agreement which is not cured within thirty (30) days after the Seller receives written notice of such breach from the Buyer;
(ii) the assertion against any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with the operation of the Subject Business at any time prior to the Closing;
(iii) the assertion against any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with any Excluded Obligation; and
(iv) any non-compliance by the Seller with any "bulk sales laws" to the extent that such laws may be applicable to the transactions contemplated hereby.
Buyer Indemnification Event means (i) the failure of any representation or warranty made by the Company in Article III to be accurate as of the date of this Agreement, (ii) the breach or non-fulfillment in any respect of any covenant or agreement made by the Company in this Agreement or in any agreement, instrument or other writing delivered to Buyer in connection with this Agreement, (iii) the incurrence by any of the Buyer Indemnified Parties of any Losses relating to or arising from the Company Option Actions, (iv) the incurrence by any of the Buyer Indemnified Parties of any Losses relating to, arising from or in connection with the Preferred Consents, (v) the incurrence by Buyer of any Losses relating to, arising from or in connection with the exercise of dissenters’ rights by the Dissenting Shareholders (it being understood that any amounts less than or equal to the consideration that would have been received by such Dissenting Shareholder under Article II hereof that are paid to the Dissenting Shareholders in connection with the exercise of dissenters’ rights pursuant to Florida Law shall not constitute Losses for purposes of this Article VII) or (vi) the incurrence by any of the Buyer Indemnified Parties of any Losses relating to or arising from any sales, use or similar Taxes arising from activities conducted prior to the Effective Time and that are attributable to (A) the Company’s sales to its customers of prepaid cards, stored value cards or other similar devices or products, and (B) the provision of services. Notwithstanding anything to the contrary contained in this Agreement, any Losses related to any litigation set forth on Schedule 3.13 shall not be entitled to indemnification under this Article VII.
Buyer Indemnification Event means the following:
(i) (A) the untruth, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement, any Schedule or Exhibit attached hereto or the Xxxx of Sale or any certificate delivered by the Seller in connection herewith (or any facts or circumstances constituting any such untruth, inaccuracy or breach) or (B) the breach of any agreement or covenant of the Seller contained in this Agreement or the Xxxx of Sale.
(ii) the assertion against any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with the operation of the Subject Business at any time prior to the Closing;
(iii) the assertion against any Buyer Indemnified Person of any liability or obligation arising from, relating to, or in any way connected with any Excluded Obligation; and
(iv) any non-compliance by the Seller with the "bulk sales laws" of the State of New Jersey to the extent that such laws may be applicable to the transactions contemplated hereby.
Buyer Indemnification Event means any of the following:
(i) the untruthfulness, inaccuracy or breach of any representation or warranty of the Seller contained in this Agreement or any Related Document, any Schedule attached hereto or thereto or any certificate delivered by the Seller in connection herewith or therewith;
(ii) the breach by the Seller of any agreement or covenant of the Seller contained in this Agreement or any Related Document;
(iii) the assertion of any Claim against or the payment of any Loss to the extent related to such Claim by any Buyer Indemnified Person that arose in connection with, or is in any way related to any Excluded Obligations;
(iv) the assertion against or payment by any Buyer Indemnified Person of any Claim or Loss to the extent related to such Claim as a result of non-compliance by the Seller or the Buyer with the "bulk sales laws" of any jurisdiction which may be applicable to the transactions contemplated hereby (including, without limitation, under Article 1768 of the Civil Code of Quebec, as amended (including, without limitation, the sale of enterprise provisions thereunder));
(v) the assertion of any Claim against or payment of any Loss to the extent related to such Claim by any Buyer Indemnified Person relating in any way to Taxes of any kind whatsoever, or expenses, interest or penalties relating thereto, with respect to periods ending on or prior to the Closing Date, other than Taxes relating to the conduct of the Business after the Closing Date or as may be specified in Section 1.3(a);
(vi) the assertion of any Claim against or the payment of any Loss to the extent related to such Claim by any Buyer Indemnified Person relating to or arising out of the environmental matters existing or occurring prior to the Closing Date;
(vii) the assertion of any Claim against or the payment of any Loss to the extent related to such Claim by any Buyer Indemnified Person relating to or arising out of any Excluded Earnout Liabilities; and
(viii) all reasonable fees, costs and expenses (including, without limitation, reasonable attorneys', accountants' and other professional fees and expenses) incurred by any Buyer Indemnified Person in connection with any action, suit, proceeding, demand, assessment or judgment arising out of any of the matters indemnified against under this Article or in connection with the enforcement by any Buyer Indemnified Person of its rights under this Article.
Buyer Indemnification Event is (i) any breach or inaccuracy of any representation or warranty made by the Sellers in this Purchase Agreement or in any Seller Ancillary Agreement, (ii) any breach of any covenant or agreement made by the Sellers in this Purchase Agreement or in any Seller Ancillary Agreement, including, without limitation, failure by Sellers to satisfy any and all Excluded Liabilities and any Losses of Buyer relating to Sellers’ failure to satisfy any and all Excluded Liabilities when due or otherwise, (iii) any claim or allegation brought by any stockholder of Parent in connection with, relating to, or involving the transactions contemplated by this Purchase Agreement, or (iv) any and all claims, allegations or Losses incurred or suffered by Buyer relating to any collocation agreement to which either of the Sellers or their Affiliates is party with iPass Inc., and any licenses thereunder. “Seller Indemnification Event” is (i) any breach or inaccuracy of any representation or warranty made by the Buyer in this Purchase Agreement or (ii) any breach of any covenant or agreement made by the Buyer in this Purchase Agreement or any Seller Ancillary Agreement. “Indemnification Event” is either a Buyer Indemnification Event or a Seller Indemnification Event as the context may require. “Indemnification Notice” is a written notice delivered to the Sellers by the Buyer, or to the Buyer by the Sellers, which notice states the Buyer or the Sellers, as applicable, demands indemnification under this Section 8.02 with respect to Losses arising from a therein-specified Indemnification Event. “Losses” are any and all losses, damages, liabilities, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) sustained, suffered or incurred by the party seeking indemnification on account of any Indemnification Event; provided, however, that in no event shall “Losses” include consequential, incidental, special, punitive or similar damages, including, without limitation, loss of profits, goodwill or capital, or downtime expenses..
Buyer Indemnification Event shall have the meaning set forth in Section 5.1.