Indemnification by Sellers Sample Clauses

Indemnification by Sellers. Sellers hereby, jointly and severally, agree to indemnify and hold Buyers, the Subsidiaries and their respective affiliates, officers, directors, and employees and their heirs, successors and assigns, as the case may be, (collectively, “Buyer Indemnified Parties”) harmless from any and all Indemnifiable Damages which any such person may suffer or incur by reason of: (i) the breach of any of the covenants or agreements made by Sellers in this Agreement or any certificate delivered by Sellers hereto; (ii) the breach of any of the representations or warranties made by Sellers in this Agreement or any certificate delivered by Sellers hereto; (iii) all Excluded Liabilities; (iv) all Pre-Closing Service Matters; (v) obligations or expenses of the Subsidiaries in connection with the Transaction, including legal and accounting fees and expenses and brokerage and finders’ fees due including obligations of any Subsidiary under its agreements and arrangements with Xxxxxxx; (vi) all obligations of the Subsidiaries in respect of Closing Date Indebtedness; (vii) the environmental matters set forth on Schedule 7.2(a)(vii) (the “Specified Pre-Signing Environmental Matters”); (viii) any Environmental Condition or SWD Defect identified by Buyers pursuant to Section 5.1(d), as set forth on Schedule 7.2(a)(viii) (which matters shall not be duplicative of the Specified Pre-Signing Environmental Matters) (the “Specified Pre-Closing Environmental Matters”), which schedule shall be delivered to Sellers by Buyers not less than three (3) business days prior to Closing; (ix) the matters set forth on Schedule 7.2(a)(ix); and (x) all Seller Indemnified Tax Liabilities. For purposes of determining whether any Buyer Indemnified Party is entitled to indemnification under this Section 7.2(a) and in calculating the amount of Indemnifiable Damages, the parties shall ignore (i) any requirement in any representation or warranty contained herein that an event or fact be material, have a Material Adverse Effect or otherwise have a material adverse effect on Sellers or the Business, taken as a whole, and (ii) any other reference to materiality contained in any such representation or warranty.

Indemnification by Sellers. Each Seller will severally, but not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection 5(a), including, without limitation, clauses (y) and (z) of the proviso set forth therein) the Company and its directors, officers and controlling persons, each other party registering securities under a Registration Statement and each underwriter, dealer manager or similar securities industry professional participating in the distribution of Seller's Registrable Shares and such securities industry professional's respective directors, officers, partners and controlling persons and any other party offering securities under such Registration Statement, (i) with respect to any materially untrue statement or alleged untrue statement of material fact, or any omission or alleged omission to state a material fact with respect to such Registration Statement or Prospectus if such statement or alleged statement or omission or alleged omission was made in reliance upon information furnished to the Company by or on behalf of such Seller for use in such Registration Statement or Prospectus, (ii) results from the fact that such Seller sold Registrable Shares to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus if the Company had previously furnished copies thereof to Sellers and such Prospectus, as then amended or supplemented, corrected such misstatements or omission, or (iii) results from such Seller breaching one or more of its obligations hereunder. Each Seller will reimburse the indemnified parties for any legal or other costs or expenses incurred in connection with defending any such loss, claim, damage, liability, action or proceeding resulting from the actions of such Seller; provided, however, that in no event shall any Seller's individual indemnification obligations under this Addendum exceed the aggregate proceeds such Seller has received from the sale of such Seller's Registrable Shares; provided further, however, that nothing herein shall be deemed or construed to limit, modify, or otherwise affect each Seller's indemnification obligations under Article 8 of the Stock Purchase Agreement.

Indemnification by Sellers. Sellers agree to defend, indemnify and hold harmless Purchaser, MSLP and its Affiliates and their respective directors, officers, employees and agents from, against and in respect of, the full amount of: (i) (A) any and all Indemnified Losses arising from or in connection with any breach or violation of any of the representations and warranties of Sellers contained in this Agreement or (B) any and all Indemnified Losses arising from or in connection with any breach or violation of the covenants or agreements of Sellers contained in this Agreement; (ii) any and all capital or other taxes related to or arising from the sale and transfer of shares contemplated hereby by reason of any Liability of Sellers for such taxes as assessed by any taxing authority against Sellers either before or after the Closing Date; (iii) any and all Indemnified Losses related to or arising from claims for breach of contract existing on or prior to the Closing Date, and/or which are brought after the Closing Date for acts and omissions of Sellers, which occurred prior to the Closing Date; (iv) any and all Indemnified Losses related to or arising from any Products delivered by Sellers prior to the Closing Date, including without limitation, Indemnified Losses for product recalls, product defects, warranty claims, personal injury or death (which shall exclude any claims which have specifically been reserved or allowed for in sufficient amounts to fully cover the Indemnified Loss prior to the Closing Date in the closing trial balance); (v) any and all Indemnified Losses which relate to any legal and/or governmental proceedings which are not set forth on Schedule 2.5 and Schedule 5.11(h), existing on or prior to the Closing Date, and/or which are brought after the Closing Date for acts and omissions of Sellers, which occurred prior to the Closing Date in connection with any Excluded Liabilities; (vi) any and all Indemnified Losses related to or arising from any third party claim against MSLP or any of its Affiliates with respect to any Excluded Liabilities; and (vii) any and all Indemnified Losses related to the business or operations of Sellers prior to the Closing Date.

Indemnification by Sellers. From and after the Closing: (a) Indemnifiable Losses. Sellers severally, and not jointly, in accordance with their relative Pro Rata Interests (except, with respect to clause (1) and (2) below, in the case of the breach, inaccuracy, non-compliance or non-performance of any of the representations, warranties, covenants or agreements made by a particular Seller (and not the Company), in which case only such Seller) will indemnify Buyer and its Affiliates (including the Cobalt Companies) and their respective officers, directors, employees, equityholders, agents, representatives, successors and permitted assigns (collectively, the “Buyer Parties”) and will hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of any loss, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine, or expense, whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys’ fees and expenses, court costs, and all amounts paid in investigation, defense, or settlement of any of the foregoing) (collectively, “Losses”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (1) the breach of or inaccuracy in any representation or warranty of such Seller or the Company contained in this Agreement (or any Schedule hereto) as of the Agreement Date, or as of the Closing Date as though such representation or warranty were made on and as of the Closing Date (except to the extent such representations and warranties address matters as of particular dates, in which case, on and as of such dates), or in any certificate delivered hereunder; (2) the breach, non-compliance or non-performance of any covenant or agreement of such Seller or the Company contained in this Agreement; (3) any Taxes of the Cobalt Companies for Pre-Closing Tax Periods, except to the extent such Taxes are taken into account in determining final Closing Working Capital; (4) (i) any Company Transaction Cost not paid prior to the Closing, (ii) any outstanding Closing Indebtedness, (iii) (A) any FAR Payments (including, for clarity, any Losses relating to any claim by any holder of any FAR that the payment received by such holder in respect of such FAR was incorrect) or (B) the matters set forth on Schedule 9.2(a)(4) or (iv) any claim after the Closing arising under or relating to any Re...

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation ...

Indemnification by Sellers. In the event that the transactions provided for in this Agreement are completed and it is subsequently determined that the Corporation or the Parent or Buyer or any agent, employee, affiliate, successor or nominee of the Corporation or the Parent or Buyer, or any of the officers, directors, shareholders, subsidiaries, affiliates, employees and agents of any of the aforesaid (collectively the "Indemnified Parties") has or is subject to any loss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or re-assessment (collectively the "Claims") arising out of or from, the incorrectness, failure, non-compliance or other breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Parent or Buyer or its representatives, and including any accounts receivables of the Corporation existing as of the Time of Closing which have not been collected within 180 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims, accounts receivables and any liability for Taxes arising in the Corporation or holding Companies for periods prior to the Effective Date. The obligation of the Sellers to indemnify the Indemnified Parties pursuant to the foregoing is limited, in the case of accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 180 days of the Closing Date and which, in the aggregate, exceed fifteen percent (15%) of the aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date; notwithstanding the foregoing, the Sellers shall not be responsible to indemnify any party in respect of any accounts receivable or other intercorporate debt between and among any of Logicorp, LSG, 123557 and 591360. Any Claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. In the event that the Sellers make an indemnity payment with respect to accounts receivable, then the uncollected accounts receivable in respect of which the indemnity payment is made, shall be transferred and assigned to the Sellers as...

Indemnification by Sellers. (a) Each Seller shall, severally and not jointly, indemnify and hold harmless Purchaser, the Company, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns from and against any Loss incurred or suffered by such Person as a result of, arising from or in connection with (i) a breach by such Seller of any representation, warranty, or covenant made by such Seller in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d). (b) Except for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does...

Indemnification by Sellers. Sellers shall defend, indemnify and hold harmless Buyer and its affiliates, and their respective officers, directors, employees, agents, advisors and other representatives (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for, any and all damage, loss, liability, expense, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, due, penalty, fine, cost, amount paid in settlement, obligation, Tax, lien, expense and fee, including court costs (including reasonable expenses of investigation, enforcement and collection, reasonable attorneys’ accountants’ and other professional fees and expenses incurred in connection with any litigation) whether or not involving a Third Party Claim (collectively, “Losses”), resulting from or arising out of (a) subject to the time limitations set forth above, any inaccuracy in or breach of any representation or warranty of Sellers in this Agreement or any certificate delivered by Sellers in connection hereto, (b) any failure of any Seller or any affiliate to perform any covenant or agreement under this Agreement, (c) any Retained Liability, (d) any defect in title on any of the Real Property which is not a Permitted Lien unless such defect is covered by title insurance and such defect does not appear as a lien, exception or encumbrance or other defect on the title policy or in this Agreement and/or the Disclosure Schedules attached hereto, (e) any suit, action, proceeding, claim or investigation pending or threatened against or affecting the Hawaiian Businesses that arose from any matter or state of facts existing prior to the Closing and is not disclosed on Schedule 3.15; provided, however, only those claims or litigation set forth on Schedule 3.15 that Buyer has specifically assumed will be deemed an Accepted Liability and therefore excluded from Sellers’ indemnification obligations herein, (f) any Losses incurred as a result of the alleged default under the HMPM lease, (g) any Losses incurred as a result of any default under the lease of Diamondhead Mortuary, or (h) any claim, demand, action, proceeding or lawsuit made or filed by any trustee or receiver or other interested party in connection with or as a result of or otherwise following the insolvency, reorganization or bankruptcy of any Seller, whether made or filed as part of formal bankruptcy or reorganization proceedings or otherwise, which claim, ...

Indemnification by Sellers. Subject to the limitations set forth in this Article VII, from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Payment.

Indemnification by Sellers. If any Registrable Securities are included in any registration statement filed pursuant to this Section 17, each prospective seller of such securities shall indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 17.6) each underwriter, each Person who controls such underwriter within the meaning of the 1933 Act, VPI, each director of VPI, each officer of VPI, VPI's agents and attorneys and each other Person, if any, who controls VPI within the meaning of the 1933 Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, VPI or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.