INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any and all loss, liability or damage suffered or incurred by Buyer in respect of any debt, obligation or liability of the Company or of Seller not disclosed in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date;
(b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement;
(c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date;
(d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement;
(e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. ENVIRONMENTAL MATTERS In addition to the provisions of Section 10.2, but subject to the limitation of liability and remedies set forth in Section 10.5, Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and the other Indemnified Persons for, and will pay to Buyer, the Company, and the other Indemnified Persons the amount of, any Damages (including costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with:
(a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Sellers or the Company has or had an interest, or (B) any Hazardous Materials or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by Sellers or the Company or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by Sellers or the Company or by any other Person for whose conduct they are or may be held responsible; or
(b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of Sellers or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to ...
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in Section 11.4, Sellers will jointly and severally indemnify and hold harmless Buyer and Acquisition (collectively, the "Indemnified Persons") from any loss, liability, claim, damage (excluding incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by Sellers in this Agreement, after giving effect to the Disclosure Letter and the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this Agreement;
(b) any Breach by Sellers or the Company of any covenant or obligation of Sellers or the Company in this Agreement;
(c) any product shipped or any services provided by Company prior to the Closing Date;
(d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Sellers or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; and
(e) any matter disclosed in numbers 1, 2 and 5 of Part 3.15 of the Disclosure Letter.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally (subject to the personal limitations specified hereinafter in this Section 10.2), will indemnify and hold harmless Purchaser, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third- party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by Sellers in this Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; ----------------------------- * Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, market by "*" have been seperately filed with the commission.
(b) any Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied;
(c) any Breach by any of the Sellers of any covenant or obligation of such Sellers in this Agreement;
(d) any services provided by, any Acquired Company prior to the Closing Date; or
(e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Sellers or any Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. Notwithstanding anything in this Section 10.2 to the contrary, and except as provided in the following paragraph of this Agreement, the joint and several liability of the Sellers with respect to liability under this Section 10, shall be subject to the following limitations as to amount *. Further notwithstanding a...
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. 20 10.3. INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS--ENVIRONMENTAL MATTERS...................................21 10.4.
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the provisions of this Article XI and the limitations in Sections 11.4 and 11.5, Sellers shall jointly and severally indemnify and hold harmless Buyers, Affiliates, stockholders, controlling persons, and Representatives of such Persons (collectively, the “Buyer Indemnified Parties”) for, and will pay to or reimburse each of the foregoing, subject to any limitations set forth herein, the amount of, any loss, Liability, claim, damage, costs, fines, fees, penalties, obligations, or expense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly from, or in connection with:
(a) any breach of any representation or warranty made by Sellers or the Company in this Agreement or in any certificate delivered by Sellers to Buyers pursuant to this Agreement, except that for any breach of any of the representations and warranties in Article IV that are several and not joint with respect to each Seller, only the breaching Seller shall be liable for indemnification and such responsibility for indemnification shall be several and not joint;
(b) any breach or non-fulfillment of any covenant, agreement, obligation or undertaking made by Sellers or the Company in this Agreement;
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Parent, the Company, and their respective Representatives, shareholders, controlling persons, and affiliates (collectively, the "INDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including but not limited to commercially reasonable costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DAMAGES"), arising, directly or indirectly, from or in connection with:
(a) any misrepresentation in or breach of any representation or warranty made by the Company or Sellers in this Agreement (without, unless the parties otherwise mutually agree in writing, giving effect to any supplement to the Disclosure Letter);
(b) any breach by the Company or either Seller of any covenant or obligation of the Company or a Seller in this Agreement;
(i) any claim by or liability other than relating to the receivables described in clause (ii) hereof to any customer (including, without limitation, Schnxxxx) xx the Company's Enterprise product or services relating thereto or any compromise negotiated by Parent with respect to any potential claims or liabilities relating to the performance of such product or the providing of such services, or (ii) any failure of any customer of the Company's Enterprise product to pay by the first anniversary of the Closing Date any receivable reflected on the books and records of the Company as of July 31, 2000 (net of any reserve therefor reflected therein);
(d) any liability for Taxes payable by, assessed against or relating to the Sellers;
(e) any increased consideration required to be paid by Parent or Merger Sub as a result of any action for rights of appraisal by any shareholder of the Company and the costs and expenses incurred in connection therewith;
(f) any claims for breach of fiduciary duty by Sellers in connection with this Agreement, the Merger and the transactions contemplated hereby; provided, however, in no event shall the indemnity provided in this clause (f) cover any liability incurred on or after August 9, 2000 as a result of the Company's termination of the Semaphore, Inc. 401(k) Profit Sharing Plan (such termination effective as of August 8, 2000) for which Sellers or any other party are entitled to indemnification under the By-laws of the Company as in effect on the Closing Date;
(g) any claim by or...
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to Section 12.7, Sellers, jointly and severally, will indemnify and hold harmless Buyers, and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorney's fees) ("Expenses") or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer and the Company, (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable lawyers' fees) whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by Sellers in clause 3.12 of this Agreement giving effect to any supplement to the Disclosure Letter.
(b) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date giving effect to any supplement to the Disclosure Letter
INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third- party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii) as having caused the condition specified in Section 7.1 not to be satisfied; The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.
