Indemnification by the Sellers Sample Clauses

Indemnification by the Sellers. Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

Indemnification by the Sellers. (a) From and after the Closing Date, subject to the provisions of this Article 10, the Securityholders jointly and severally, except as provided in Section 10.2(b), shall indemnify, defend and hold harmless Calavo (including Surviving RFG and their Subsidiaries) and each of their officers, directors, shareholders, members, employees, other Representatives, Affiliates, successors and permitted assigns (excluding the Sellers to the extent they serve in any such capacities) from and against any and all losses, damages, obligations, liabilities and other costs and expenses, including, without limitation, settlement costs, judgments, interest, penalties and reasonable attorneys’ fees, accountants’ fees and other costs and expenses for investigating or defending any Actions, claims and proceedings (all of the foregoing being collectively referred to herein as “Losses”) that such parties may incur based upon, arising out of, relating to or resulting from: (i) Any breach of any representation or warranty made by the Sellers in this Agreement (including any exhibit, schedule or other agreement or document delivered pursuant to this Agreement), subject to Section 10.2(b); (ii) Any breach of, or failure to perform, any agreement of any RFG Family Entity or any Seller that is contained in this Agreement (including any exhibit, schedule or other agreement or document delivered pursuant to this Agreement), subject to Section 10.2(b); (iii) With respect to the agreements to which Surviving RFG or its Subsidiaries is a party or is otherwise bound as of the Closing, any breaches or defaults (or events giving rise to such breaches or defaults) by any of the RFG Family Entities that occurred prior to the Closing; (iv) Any litigation, arbitration, investigation or other claim or legal proceeding (including, without limitation, any claims and legal proceedings that are listed on a schedule to this Agreement), whether brought before or after the Closing, that is based upon or arises out of any actions or omissions made or taken by any Seller or any of the RFG Family Entities prior to the Closing; (A) All Taxes of any of the RFG Family Entities for any taxable period ending on or prior to the Closing Date, (B) all Taxes of any member of an affiliated, combined or unitary group of which any of the RFG Family Entities is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign La...

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3 hereof, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.6) each underwriter, each person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities 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 the Company 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 Securities 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, the Company 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 2.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the ...

Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.7) the Company, each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities 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 conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. As a condition to including any securities in any registration statement filed pursuant to this Section 7, Buyer shall have received an undertaking satisfactory to it from the prospective seller of such securities to indemnify, defend and hold harmless (in the same manner and to the same extent as set forth in Section 7.5(a) of this Section 7) Buyer, each director of Buyer, each officer of Buyer and each other person, if any, who controls Buyer within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or any Blue Sky Filing, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Buyer by or on behalf of such seller for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, in no event shall the liability of any seller under this paragraph (b) exceed the net proceeds received by such seller (after the payment of underwriting discounts and commissions) from the sale of its securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Buyer or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. Subject to Section 12.4, the Sellers agree to jointly and severally indemnify the Purchaser, its Affiliates, and their respective directors, officers, shareholders, agents and employees, and their respective heirs, successors and assigns (each, a “Purchaser Indemnified Party”) against, and agrees to hold the Purchaser and its Affiliates harmless from, any and all Losses incurred or suffered by the Purchaser or its Affiliates to the extent arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by any Seller in this Agreement or any breach of or any inaccuracy in any representation or warranty made by any Seller in any Related Agreement or any document delivered by such Person at the Closing; provided, that no Seller shall have liability under this Section 12.2(a) for any breach of or inaccuracy in any representation or warranty unless (i) in the case of all representations and warranties except for Benefit and Environmental Warranties, Tax Warranties and Title and Authorization Warranties, a written notice of the Purchaser Indemnified Party’s claim is given to the Sellers no later than the close of business on the date that is eighteen (18) months after the Closing Date, (ii) in the case of Benefit and Environmental Warranties, a written notice of the Purchaser Indemnified Party’s claim is given to the Sellers no later than the close of business on the three (3) year anniversary of the Closing Date, and (iii) in the case of Tax Warranties, a written notice of the Purchaser Indemnified Party’s claim is given to the Sellers no later than the close of business on the 45th day after the expiration of the applicable statute of limitations as extended (or if such day is not a Business Day, the next Business Day), in each case with each such notice specifying (in reasonably sufficient detail) the matter giving rise to the claim, the nature of the claim and, so far as practicable, the amount claimed; provided, further, that no Seller shall have any liability under this Section 12.2(a) for any breach of or inaccuracy in a Real Property Title Warranty; (b) any breach of or failure by any Seller to perform any of its covenants or obligations set out in this Agreement or any breach of or failure by any Seller to perform its covenants or obligations set out in any Related Agreement or any document delivered by such Seller at the Closing; provided, that the Sellers shall have no liability under this Section 12.2(b)...

Indemnification by the Sellers. As a condition to including any Registrable Securities in any registration statement, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange 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 conformity with written information furnished to the Company by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. From and after the Closing Date, each of the Sellers shall, subject to the limitations set forth in Section 6.4, severally and not jointly, save, defend, indemnify and hold harmless the Buyer and its Affiliates (including the Company) and the respective Representatives, successors and assigns of each of the foregoing from and against, and shall compensate and reimburse each of the foregoing for, any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable and documented attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”), incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to: (a) any breach of any representation or warranty made by the Sellers contained in this Agreement; (b) any breach of any covenant or agreement by the Sellers contained in this Agreement; (c) any Seller Taxes; (d) any claim or amounts due to any Person in connection with the Closing pursuant to any written or oral agreement with the Company, any Law or otherwise based upon any allocation of payments made by the Sellers’ Representative to the Sellers of the amounts to be paid under this Agreement, including pursuant to Section 2.2 or out of the Indemnity Escrow Fund; and (e) any amounts payable by the Company pursuant to that certain agreement between the Company and Xxxxxx Xxxxxxxx Xxxx, dated as of July 15, 2016, net of any Tax benefit to the Company resulting from such payment, up to a maximum aggregate amount of NOK 1,000,000.

Indemnification by the Sellers. (a) Subject to the other provisions of this Article VIII, including Section 8.5 below, the Sellers and their heirs, successors, and assigns (collectively, the “Seller Indemnifying Parties”) will save, defend, indemnify, and hold harmless Buyer and its successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees, costs, and other out-of-pocket expenses incurred in investigating, preparing, or defending the foregoing) (hereinafter collectively, “Losses”) to the extent arising out of or resulting from: (i) any breach of any representation or warranty made by or on behalf of the Company, the Sellers, or Representative contained in this Agreement or any Ancillary Agreements or any certificate delivered pursuant hereto, excluding representations and warranties made in Section 3.15, the breach of which results in a payment of additional Taxes; (ii) any breach of any covenant or agreement by the Sellers or Representative contained in this Agreement or any Ancillary Agreement that survives Closing; (iii) any obligations or liabilities relating to or arising from any product liability or warranty claims based on products or services sold by the Company or any Subsidiary on or prior to the Closing Date (except to the extent that any Buyer Indemnified Party collects reimbursements for such losses from insurance proceeds or from indemnification payments received from one or more third parties); (iv) any and all reasonable attorneys’ fees and expenses and costs of investigation and litigation incurred by a Buyer Indemnified Party in enforcing its rights under this Section but only if the Seller Indemnifying Parties are ultimately liable to indemnify the Buyer Indemnified Parties for the Loss at issue. (b) Anything in this Agreement to the contrary notwithstanding: (i) each Seller Indemnifying Party alone will be liable for any breach of a representation as to itself or a covenant or obligation to be performed by it under this Agreement or any Ancillary Agreement. Each such Seller Indemnifying Party will be considered the Indemnifying Party (as defined below and for purposes of this Article VIII) for such purpose; and (ii) in no event will any Seller Indemnifying Parties have any liability hereunder with respect to a matter (A) specifically identified in any Financial Statements or Int...

Indemnification by the Sellers. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3(c) above, that the Issuer shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subparagraph (i) of this Section 3(f)) the Issuer, each director of the Issuer, each officer of the Issuer and each other Person, if any, who controls the Issuer within the meaning of the Securities 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 conformity with written information furnished to the Issuer by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller and the termination or expiration of this Warrant. The obligations of any seller under this subparagraph (ii) shall be limited to the net proceeds to such seller of the Registrable Securities sold pursuant to the registration statement to which the loss, claim, damage, judgment, expense or liability relates.