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 Seller Event of Indemnification or a Buyer 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.
The Contractor shall designate a representative to represent its organization and act on its behalf.
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.
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 following:
(i) with respect to the Alloy Indemnified Persons (an "Alloy Event of Indemnification"),
(A) the breach of any representation or warranty contained in Section 3.1 of this Agreement, any Related Agreement or any document delivered in connection herewith or therewith;
(B) the breach of any agreement or covenant of MarketSource contained in this Agreement, any Related Agreement or any document delivered in connection herewith or therewith;
(C) any claim, demand, Liability or obligation of any nature whatsoever based upon, arising out of or related to the Excluded Liabilities;
(D) any claim, demand, Liability or obligation of any nature whatsoever based upon, arising out of or related to any non-competition or similar agreement to which MarketSource or any stockholder of MarketSource or any of its Affiliates is a party or is otherwise bound; and
(E) any Liability or obligation of any nature whatsoever resulting from or in connection with any claim or demand by any 360 Youth Business Employees based upon any act or omission occurring prior to the Closing Date, or any claim, demand, Liability or obligation of any nature whatsoever related to or resulting from the termination by MarketSource of the 360 Youth Business Employees, or
(ii) with respect to the MarketSource Indemnified Persons (a "MarketSource Event of Indemnification"),
(A) the breach by Alloy or Acquisition Sub of any representation or warranty contained in Section 3.3 of this Agreement, any Related Agreement or any document delivered in connection herewith or therewith;
(B) the breach of any agreement or covenant of Alloy or Acquisition Sub contained in this Agreement, any Related Agreement or any document delivered in connection herewith or therewith;
(C) any claim, demand, Liability or obligation of any nature whatsoever based upon, arising out of or related to the Assumed Liabilities; and
(D) any Liability or obligation of any nature whatsoever resulting from or in connection with any claim or demand by any Transferred Employee relating to the services to be provided by MarketSource pursuant to Section 6.9(b), other than any Liability or obligation resulting from or relating to any breach by MarketSource of any provision of Section 6.9(b) or to any negligent act or omission by MarketSource in performing the services to be provided pursuant to Section 6.9(b).
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 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 has the meaning set forth in Section 9.1(a).
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.