Indemnification of the Buyer. Subject to the conditions set forth below, in connection with any registration of the Registrable Securities pursuant to this Section 7, the Company agrees to indemnify and hold harmless the Buyer, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Buyer or their underwriter (each, a "Buyer Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows:
(i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Company's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by the Company in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of the Buyer expressly for use in connection therewith or arising out of any action or inaction of the Buyer;
(ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defen...
Indemnification of the Buyer. The Indemnifying Entity and the Sellers jointly and severally (except in the case of breaches of Article 4 and 5, which will be several but not joint) shall indemnify and hold harmless the Buyer (the “Buyer Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Buyer Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to (a) any material inaccuracy in or any material breach of, as of the date respectively given of , any representation and warranty made by the Sellers in this Agreement or in any certificate delivered by the Sellers or the Companies pursuant to this Agreement; provided, however, that if any such representation or warranty (other than the representation and warranty contained in Section 6.17) is qualified in any respect by materiality or Material Adverse Effect, for purposes of this clause (a) such materiality or Material Adverse Effect qualification will - 61 - in all respects be disregarded; (b) any material failure by the Sellers to duly and timely perform or fulfill any of their covenants or agreements required to be performed by them under this Agreement or any document or other paper delivered by the Sellers pursuant to this Agreement; (c) any Excluded Liability; (d) any and all Employment Liability arising from or incurred by reason of any claims made under the Transfer Regulations, or otherwise, by any Irish Employee against the Buyer Indemnified Parties; (e) the Air France Reduction in the event of a failure of the condition contained in Section 9.08; and (f) for any Losses arising from LJCB Holdings failing to make the payments to Keybridge required by Section 2.04.
Indemnification of the Buyer. (a) Subject to the limitations, restrictions and conditions set forth in this Agreement, each of the Sellers shall severally but not jointly indemnify the Buyer and the Company and hold them harmless from and against any and all damages, losses, deficiencies, actions, judgements, costs expenses, debts, liabilities and obligations (including reasonable attorneys' and accountants' fees) ("Claims") of or against the Buyer or the Company resulting from or arising out of (i) any misrepresentation or breach of any warranty made by such Seller (but not by any other Seller) in Paragraphs 4.1.1, 4.1.2 or 4.1.3, (regardless of whether such breach is deemed material for purposes of Paragraph 2.1(a), above) above, or (ii) any nonfulfillment by such Seller of any covenant or agreement which is to be performed by such Seller (but only by such Seller) under this Agreement or any of the Seller Ancillary Documents including, without limitation, the covenants to be performed by such Seller in Paragraph 8.1, above.
(b) Subject to the limitations, restrictions and conditions set forth in this Agreement, each of the Sellers shall severally but not jointly indemnify the Buyer and hold it harmless from and against any and all Claims of or against the Buyer or the Company resulting from or arising out of (i) any misrepresentation or breach of any warranty made by the Company in Paragraph 4.2 of this Agreement (regardless of whether such breach is deemed material for purposes of Paragraph 2.1(a), above), or any Claim based upon a fact or circumstance which would constitute a breach of any warranty or representation set forth in Paragraph 4.2.21, above, whether or not disclosed on the Disclosure Schedule (for purposes hereof any such Claim shall be referred to as a "Deemed Environmental Breach") or (ii) any nonfulfillment of any covenant or agreement on the part of the Company under this Agreement which is to be performed by the Company prior to the Closing.
Indemnification of the Buyer. The Seller covenants and agrees with the Buyer that, regardless of any investigation made at any time by or on behalf of the Buyer or any information the Buyer may have, the Seller shall indemnify the Buyer and each of its successors, assigns, employees and agents (the “Buyer Indemnified Parties”), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from or arise out of:
(a) Any breach or default in the performance by the Seller of any covenant or agreement of Seller contained in this Agreement;
(b) Any breach of a representation or warranty made by the Seller herein or in any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto;
(c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or
(d) Any and all actions, suits, proceedings, claims, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to any of the foregoing (each a “Claim”).
Indemnification of the Buyer. The Seller hereby agrees to indemnify, defend, and hold harmless the Buyer, its successors in interest, and their respective officers, directors, employees, agents, attorneys, and stockholders (each a "Buyer Indemnitee") from and against all demands, claims, actions, or causes of action, assessments, losses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and expenses (collectively "Damages"), asserted against, assessed upon, resulting to, imposed upon, or incurred by a Buyer Indemnitee by reason of or resulting from (a) a breach of any representation, warranty, or a breach or threatened breach of any covenant, obligation, or agreement of the Seller contained in or made pursuant to this Agreement, including the Disclosure Schedules and Exhibits hereto, or any facts or circumstances constituting such a breach; or (b) the operation of the businesses of the Seller, including, but not limited to, any products sold or services rendered, on or prior to the Closing Date. In addition, the Seller agrees to indemnify any Buyer Indemnitee for Damages as they are incurred by the Buyer Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, or the relative success or nonsuccess the Buyer Indemnitee may experience in such proceedings.
Indemnification of the Buyer. Subject to the other terms of this ARTICLE 7, from and after the Closing, the Principal Shareholder (the “Indemnifying Party”) shall indemnify the Buyer, the LLC and the Company (and any Affiliates thereof and successors thereto) (the “Indemnified Parties”) and hold them harmless against and in respect of any and all Losses (as defined below) paid, incurred, sustained or accrued by any of them that arise or result from or in connection with (a) any breach of any of the representations or warranties contained in ARTICLE 2, ARTICLE 3 or in any certificate or document delivered at the Closing by the Company or the Principal Shareholder pursuant to this Agreement (which representations, warranties and covenants shall be read as if all qualifications as to knowledge, materiality and Company Material Adverse Effect were deleted); (b) the failure of the Company or the Principal Shareholder to perform any of its or his covenants or agreements contained herein; (c) any payments required to be made to holders of Dissenting Shares in accordance with Section 1.10; (d) Pre-Closing Taxes (other than penalties and interest resulting solely from the Buyer’s or the Company’s knowing failure to timely file any required Tax Returns for any Straddle Period, except as a result of a breach of Section 2.9); or (e) the matters set forth on Schedule 7.2; (such obligations in clauses (a) and (b) above being referred to as the “Stockholders’ Indemnification Obligations”).
Indemnification of the Buyer. (a) The Seller shall, from and after the Closing, defend, indemnify, and hold harmless the Buyer, and its officers, directors, stockholders and affiliates (collectively “Buyer Indemnified Parties”) from, against, for and in respect of and pay any and all Losses suffered, sustained, incurred or required to be paid by the Buyer by reason of (i) any and all obligations and liabilities of Seller, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement or any other Seller Document, (iii) the enforcement by any Buyer Indemnified Party of any of its rights under any other indemnification covenant contained in this Agreement or any other Seller Document, (iv) any claims, suits, actions, complaints, allegations or demands which have been or may be brought against Seller or any of its affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the Intellectual Property; (v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto.
Indemnification of the Buyer. Subject to the terms and conditions of this Section 4.05(a), the Company and Xxxxx X. Xxxxxxx agree to jointly and severally, indemnify, defend and hold harmless the Buyer, its respective affiliates, its respective present and former directors, officers, shareholders, employees, attorneys and agents and its respective heirs, executors, administrators, successors and assigns (the “Buyer Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against any of the Buyer Indemnified Persons, arising out of or resulting from, directly or indirectly:
(i) the inaccuracy of any representation or breach of any material warranty of the Company or Xxxxx X. Xxxxxxx contained in or made pursuant to this Agreement, which was not disclosed to the Buyer in writing prior to the Closing;
(ii) the breach of any material covenant or agreement of the Company or Xxxxx X. Xxxxxxx contained in this Agreement; or
(iii) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Buyer in connection with this Agreement; provided, however, that the Company and Xxxxx X. Xxxxxxx shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by the Buyer, of any of its obligations under this Agreement or from the Buyer’s gross negligence, fraud or willful misconduct. The indemnification provided for in this Section shall survive the Closing and consummation of the transactions contemplated hereby or termination of this Agreement for a period of one (1) year only.
Indemnification of the Buyer. The Seller and the Seller Parent shall jointly and severally indemnify and hold the Buyer and its officers, directors, shareholders and employees harmless at all times against and in respect of all damages, losses, expenses, liabilities, penalties and other costs, including reasonable attorneys' fees, arising out of, relating to or resulting from the breach of any representation, warranty, covenant or other provision of this Agreement by the Seller and/or the Seller Parent, including without limitation, obligations relating to the Retained Liabilities.
Indemnification of the Buyer. Subject to the terms and conditions of this Article IX, the Sellers agree to indemnify and hold harmless the Buyer and its affiliates, and their respective directors, officers, shareholders, agents and employees and their respective successors and permitted assigns against and in respect of any and all claims, demands, losses, damages, costs and reasonable expenses, including reasonable legal fees and expenses, other than any special, incidental, consequential, exemplary or punitive damages or damages relating to lost profits (collectively, "Damages"), resulting from or arising out of:
(i) any breach of any representation or warranty of the Sellers hereunder (including any information in the Disclosure Schedule referenced in any such representation or warranty) or in any certificate or instrument delivered to the Buyer in connection with Closing for the period such representation and warranty survives hereunder;
(ii) any failure of the Sellers to perform or otherwise fulfill or comply with any covenant contained in this Agreement; and
(iii) any claim against the Company by a current or former shareholder of the Company, arising out of or in connection with any action, event or occurrence taking place prior to or at the Closing.
