Event of Indemnification means the following:
(i) with respect to Parent, Acquisition Sub and the Surviving Corporation (a "Parent Event of Indemnification"),
(1) the breach or misrepresentation of any representation or warranty contained in Section 3.1 or 3.2 of this Agreement, the Company Disclosure Schedule, or any Exhibit or Schedule hereto;
(2) the breach or misrepresentation of any agreement or covenant of the Company or the Stockholder contained in this Agreement or in the Company Disclosure Schedule, any Exhibit hereto or any document delivered in connection herewith;
(3) any claim, demand, liability or obligation of any nature whatsoever, which arose or was incurred on or before the Closing Date, or which was based on events occurring on or before the Closing Date, or which was based on products sold or services performed by the Company, Phase Three, SWI, or the stockholders of the Company on or before the Closing Date, notwithstanding that the date on which the claim, demand, liability or obligation may arise or become manifest is after the Closing Date, other than liabilities or obligations of the Company or Phase Three arising after the Closing Date under contracts and agreements entered into prior to the Closing Date that are disclosed on the Company Disclosure Schedule; or
(4) any claim, demand, liability or obligation sustained or suffered by the Company, Phase Three, Parent or the Surviving Corporation, or any of them, arising from or in connection with (A) the action of the Stockholder required to approve the transactions contemplated by this Agreement, the Contribution Agreement and the Related Agreements, or (B) any assertion of impropriety by the Stockholder of the Company against the Company, Phase Three, Parent or the Surviving Corporation, or any of them, with respect to any actions or transactions of or involving the Company or Phase Three prior to or at the Effective Time (including without limitation, the actions and transactions contemplated by this Agreement, the Certificate of Merger and the Related Agreements); provided that an Event of Indemnification shall not include (x) liabilities set forth on the Company Financial Statements, (y) liabilities set forth on Schedule 3.1(f), or (z) liabilities accrued in the ordinary course of business after the date of the Company Balance Sheet other than any such liabilities under this subsection (z) that should have been disclosed on the Company Disclosure Schedule but were not.
(ii) with respect to the Stockhold...
Event of Indemnification means the following:
(i) the untruth, inaccuracy or breach of any representation or warranty of the Seller (including the fact and circumstances underlying such untruth, inaccuracy or breach) contained in Section 2.1 of this Agreement, any Exhibit or Schedule hereto or any other document delivered in connection herewith or therewith (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty);
(ii) intentionally left blank;
(iii) the breach of any agreement or covenant of the Seller contained in this Agreement , any Exhibit hereto or any other document delivered in connection herewith or therewith;
(iv) the untruth, inaccuracy or breach of any representation or warranty of the Buyer (including the fact and circumstances underlying such untruth, inaccuracy or breach) contained in Section 2.3 of this Agreement, any Exhibit or Schedule hereto or any other document delivered in connection herewith (without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty) or
(v) the breach of any agreement or covenant of the Buyer contained in this Agreement, any Exhibit hereto or any document delivered in connection herewith.
Event of Indemnification means a Company Event of Indemnification, a Stockholder Event of Indemnification or a Parent Event of Indemnification, as applicable.
Examples of Event of Indemnification in a sentence
The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Damages arising from or in connection with any Event of Indemnification.
To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement.
Notwithstanding anything herein to the contrary, if written notice of an Event of Indemnification has been given by the Indemnitee to the Indemnitor in accordance with Article VIII of this Agreement on or before the applicable Survival Date, then the Indemnitee's right to indemnification with respect to such Event of Indemnification shall survive until any resulting Claims shall have been finally resolved.
Subject to Section 8.6 hereof, the Indemnifying Persons shall jointly and severally indemnify the Indemnified Persons for, and hold each of them harmless from and against, any and all Losses arising from or in connection with any Event of Indemnification.
The Indemnifying Persons shall severally indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification.
More Definitions of Event of Indemnification
Event of Indemnification means the untruth, inaccuracy or breach of any representation, warranty, agreement or covenant of any Party contained in this Agreement or in any certificate, schedule, list, exhibit, agreement, document or other writing delivered pursuant hereto or in connection with the Transactions, and any Claim or Liability for any fee, commission, compensation or other payment by any broker, finder or similar agent, or Liability with respect thereto, who claims to have been, or who was in fact, engaged by or on behalf of the Seller, an Acquired Entity or the Purchaser in connection with the Transactions.
Event of Indemnification means the following:
Event of Indemnification means the following:
(a) with respect to Agent (an “Agent Event of Indemnification”), (i) the breach of any representation, warranty or covenant contained in this Agreement by xXXxX*s or any xXXxX*s Affiliate; (ii) except as otherwise set forth in Section 3.1(c) of the Agreement, the use by Company of the Licensed URLs or (iii) any Claim resulting from the Company’s gross negligence or willful misconduct in connection with Company’s obligations set forth hereunder;
(b) with respect to Company (a “Company Event of Indemnification”),(i) the breach of any representation, warranty or covenant contained in this Agreement by Alloy or any Alloy Affiliate, (ii) except as otherwise set forth in Section 3.1(b) of the Agreement, the use by Agent of the Licensed URLs; or (iii) any Claim resulting from Alloy’s gross negligence or willful misconduct in connection with Alloy’s obligations set forth hereunder.
Event of Indemnification means the following:
(a) with respect to Agent (an “Agent Event of Indemnification”), (i) the breach of any representation, warranty or covenant contained in this Agreement by xXXxX*s or any xXXxX*s Affiliate; or(ii) any Claim resulting from the Company’s gross negligence or willful misconduct in connection with its obligations set forth hereunder;
(b) with respect to Company (a “Company Event of Indemnification”), (i) the breach of any representation, warranty or covenant contained in this Agreement by Alloy or any Affiliate, (ii) the use by Company of the Licensed URLs; or (iii) any Claim resulting from Alloy’s gross negligence or willful misconduct in connection with Alloy’s obligations set forth hereunder.
Event of Indemnification with respect to the Seller shall mean:
(a) any untruth, inaccuracy or breach of any representation or Warranty relating to anything undisclosed to Purchaser as of the Closing Date, any untruth, inaccuracy, omission, in non-compliance with PRC laws and regulations or breach of any representation or Warranty relating to anything disclosed the Purchaser as of the Closing Date, or any breach or failure of observance or performance of any agreement, undertaking, commitment, obligation, indemnity or covenant of the Seller contained in this Agreement (including the Schedules) or in any certificate or other writing delivered in connection herewith at, before or after Closing or any facts or circumstances constituting such untruth, inaccuracy or breach; and
(b) except for the Assumed Liabilities, any other Claims, liabilities or obligations of any kind or nature relating to the HSR Business or the Purchased Assets arising from, relating to or in connection with the HSR Business, operations or affairs of the Seller or any of the assets, properties, interests in assets or properties or rights of the Seller which were existing at or as of Closing or arising in whole or in part out of any acts, transactions, conditions, circumstances or facts which occurred or existed on or prior to Closing, and which were not disclosed on or before the execution of this Agreement and explicitly assumed by Purchaser pursuant to this Agreement.
Event of Indemnification means the following:
(i) with respect to the Buyer Indemnified Persons (a "BUYER EVENT OF INDEMNIFICATION"),
(A) the breach of any representation or warranty by any Seller or Parent contained in this Agreement or in any Related Agreement;
(B) any misrepresentation in or omission from any certificate, schedule, exhibit or other agreement, instrument or other document delivered or to be delivered by or on behalf of any Seller or Parent pursuant to the terms of this Agreement or any Related Agreement;
(C) the breach of any agreement or covenant of any Seller or Parent contained in this Agreement or in any Related Agreement;
(D) any claim, demand, Liability or obligation of any nature whatsoever which arises out of, is based upon or relates to any Excluded Asset or Excluded Liability; or
(E) any claim, demand, Liability or obligation of any nature whatsoever which arises out of, is based upon or relates to any Tax due or alleged to be due from any Seller or Parent with respect to the operations of the Business on or before the Effective Date or resulting from the transactions contemplated by this Agreement or any Related Agreement (other than Taxes expressly assumed by the Buyer hereunder pursuant to Section 1.3(d) or Section 6.7);
(ii) with respect to the Seller Indemnified Persons (a "SELLER EVENT OF INDEMNIFICATION"),
(A) the breach of any representation or warranty by the Buyer or Alloy contained in this Agreement or in any Related Agreement;
(B) any misrepresentation in or omission from any certificate, schedule, exhibit or other agreement, instrument or other document delivered or to be delivered by or on behalf of the Buyer or Alloy pursuant to the terms of this Agreement or any Related Agreement;
(C) the breach of any agreement or covenant of the Buyer or Alloy contained in this Agreement or in any Related Agreement; or
(D) any claim, demand, Liability or obligation of any nature whatsoever which arises out of, is based upon or relates to any Assumed Liability or under the BofA Line of Credit for any amounts that become payable by any Seller under the BofA Line of Credit following the Effective Date;