Indemnification by Acquiror Clause Samples
The "Indemnification by Acquiror" clause requires the acquiring party in a transaction to compensate the other party for certain losses, damages, or liabilities that may arise after the deal closes. Typically, this clause outlines specific circumstances under which the acquiror must provide indemnity, such as breaches of representations, warranties, or covenants made in the agreement. By allocating responsibility for post-closing risks, this clause protects the seller or target company from financial harm caused by the acquiror's actions or omissions, ensuring a fair distribution of risk between the parties.
Indemnification by Acquiror. Acquiror covenants and agrees to defend, indemnify, and hold harmless the Shareholders and their respective agents, advisors, representatives and Affiliates (collectively, the "Shareholder Indemnitees") from and against any and all Losses resulting from or arising out of:
(a) any material inaccuracy in any representation or warranty by Acquiror made or contained in the Merger Agreement or in connection therewith;
(b) any failure of Acquiror to perform any covenant or agreement made or contained in the Merger Agreement or in connection therewith or to fulfill any other obligation in respect thereof; and
(c) the operation of the Company following the Closing; provided, however, that in the case of clause (b) or (c), Acquiror shall not be obligated to indemnify the Shareholder Indemnitees to the extent such Losses are attributable to acts or circumstances occurring prior to the Closing, or constitute Losses for which the Shareholders are required to indemnify Acquiror Indemnitees under this Agreement. Shareholder Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Shareholder Indemnitees exceed One Hundred Thousand Dollars ($100,000). In the event that the aggregate Losses incurred or sustained by all Shareholder Indemnitees exceed One Hundred Thousand Dollars ($100,000), then the Shareholder Indemnitees shall be entitled to indemnification for all such Losses, including the first One Hundred Thousand Dollars ($100,000) of such Losses; provided, however, that the aggregate Losses paid to the Shareholder Indemnitees hereunder shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000).
Indemnification by Acquiror. (a) After the Closing and subject to this ARTICLE X, Acquiror shall indemnify, defend and hold harmless Parent, the Seller and their respective Affiliates and their respective Representatives (collectively, the “Parent Indemnified Persons”) against, and reimburse any Parent Indemnified Party for, all Losses that such Parent Indemnified Party may at any time suffer or incur, or become subject to:
(i) as a result of or in connection with the inaccuracy or breach of any representation or warranty made by Acquiror in this Agreement;
(ii) as a result of or in connection with any breach or failure by Acquiror to perform any of its covenants or obligations contained in this Agreement including, without limitation, Section 6.11;
(iii) to the extent relating to, arising out of or in connection with any of the Business, the Transferred Subsidiaries or any of their respective post-Closing Affiliates (including any predecessor of any thereof), or any business, property, asset, liability, operation, activity or Transferred Subsidiary of any of the foregoing, whether heretofore, currently or hereafter owned or conducted (as the case may be (including any Losses to the extent relating to, arising out of or in connection with Parent Indemnified Persons seeking indemnification hereunder)) except to the extent such Losses constitute Losses for which Parent is required to indemnify any Acquiror Indemnified Party pursuant to Section 10.02(a); or
(iv) to the extent relating to or arising out of any Assumed Liabilities.
(b) Notwithstanding anything to the contrary contained herein, Acquiror shall not be required to indemnify, defend or hold harmless any Parent Indemnified Party against, or reimburse any Parent Indemnified Party for, any Losses pursuant to Section 10.03(a)(i) (other than Losses arising out of the inaccuracy or breach of any Acquiror Specified Representations which shall not be subject to or count against the De Minimis Threshold, Deductible or the Cap) (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of the De Minimis Threshold (nor shall any such claim or series of related claims that does not meet the De Minimis Threshold be applied to or considered for purposes of calculating the aggregate amount of Parent Indemnified Persons’ Losses for which Acquir...
Indemnification by Acquiror. Subject to the other terms and conditions of this Article 9, from and after the Closing, Acquiror shall indemnify and defend each Contributor and their respective Affiliates and their respective representatives, including directors, managers, officers, employees, consultants, financial advisors, counsel and accountants (collectively, the “Contributor 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 actually incurred or sustained by, or imposed upon, the Contributor Indemnitees:
(a) as a result of any breach of any of the representations or warranties of Acquiror contained in this Agreement, 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;
(b) as a result of any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Acquiror Parties pursuant to this Agreement; and
(c) pursuant to Section 6.7.
Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:
13.2.1 a material breach by Acquiror of any representation, warranty or covenant of Acquiror contained herein or in any Schedule or certificate delivered by it hereunder;
13.2.2 any liability under the Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Acquiror, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact relating to Acquiror, required to be stated therein or necessary to make the statements therein not misleading.
Indemnification by Acquiror. Acquiror agrees to save, defend and indemnify the current holders of Company Common Stock who will receive shares of Acquiror Common Stock as a result of the consummation and closing of the Merger, against and hold each of them harmless from any and all damages arising from the breach of any of Acquiror’s representations, warranties, covenants or agreements contained herein or the documents executed by Acquiror in connection herewith, which arise during the Indemnification Period.
Indemnification by Acquiror. Without limiting or otherwise affecting the indemnity provisions of any Ancillary Agreement, but subject to the limitations set forth in this Article VIII, from and after the Closing Date, Acquiror will indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Seller Indemnitees from and against any and all Losses that result from or arise out of, whether prior to or following the Closing, any of the following items (without duplication):
(a) any Assumed Liability, including the failure of Acquiror, any other member of the Acquiror Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, in due course and in full, any such Assumed Liability;
(b) any breach by Acquiror or any other member of the Acquiror Group of any covenant to be performed by such Persons pursuant to this Agreement or any Ancillary Agreement at or after the Closing; and
(c) any breach of any of the representations and warranties contained in Article III of this Agreement.
Indemnification by Acquiror. (a) From and after the Closing, Acquiror will indemnify Seller, its Affiliates and their respective officers and directors (the “Seller Indemnified Parties”) against any Losses suffered by any of them as a result of any (a) breach of any representation or warranty set forth in Article IV (determined without regard to Section 4.9(c) in its entirety and without giving effect to any “Acquiror Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in Section 4.7, Section 4.8(b) and Section 4.12), (b) failure of any representation or warranty set forth in Article IV to be true and correct as of and as though made on the Closing Date (other than any representation and warranty that is expressly made as of a specified date) (determined without regard to Section 4.9(c) in its entirety and without giving effect to any “Acquiror Material Adverse Effect”, “material” or other materiality qualification, limitation or exception contained therein other than those in Section 4.7, Section 4.8(b) and Section 4.12) (each such breach or failure under clause (a) or (b), an “Acquiror Warranty Breach”), (c) breach of covenant or agreement of Acquiror pursuant to this Agreement or (d) in the event the Acquiror Restructuring is not completed prior the Closing Date in accordance with Section 5.14, (i) the excess of (A) the Tax Liability of Seller with respect to its sale of the Membership Interests pursuant to this Agreement over (B) the Tax Liability the Seller would have had if the Acquiror Restructuring had been completed prior to the Closing Date, (ii) the quotient of (A) any amount distributed to Seller in respect of its Equity Consideration divided by (B) one minus the combined federal and state statutory marginal income tax rate imposed with respect to the earnings of the issuer of the Equity Consideration and its subsidiaries and (iii) in the event Seller subsequently disposes of the Equity Consideration, the excess of (A) the proceeds Seller would have received in such disposition had the Acquiror Restructuring occurred prior to the Closing Date over (B) the proceeds actually received by Seller in such disposition. Seller Indemnified Parties may assert any claim for indemnification against Acquiror in respect of any representation, warranty or covenant only until the last date on which such representation, warranty or covenant survives as provided in Section 7.1.
(b) Acquiror’s obligation to indem...
Indemnification by Acquiror. (a) Acquiror shall indemnify each Seller and its affiliates (the “Seller Indemnified Parties” and, together with the Acquiror Indemnified Parties, the “Indemnified Parties”) against and hold them harmless from any Losses suffered or incurred by such Seller Indemnified Party arising from, relating to or otherwise in respect of:
(i) any breach of any representation or warranty of Acquiror contained in this Agreement or certificate delivered by or on behalf of Acquiror pursuant thereto;
(ii) any breach of the covenants of Acquiror contained in this Agreement; and
(iii) all liability for Taxes of Kos Investments and Kos Holdings for any taxable period ending after the Closing Date (except to the extent such taxable period began on or before the Closing Date or such Taxes are otherwise allocable to the Preclosing Period, in which case the indemnity under this Section 7.02(a)(iii) shall cover only that portion of any such Taxes that are not for the Preclosing Period).
(b) The indemnification provided for in this Article VII shall be the sole and exclusive remedy of Sellers against Acquiror for monetary relief under this Agreement or in respect of the transactions contemplated hereby. Each party hereto agrees that the previous sentence shall not limit or otherwise affect any non-monetary right or remedy which any party may have under this Agreement or otherwise limit or affect any party’s right to seek equitable relief, including the remedy of specific performance.
Indemnification by Acquiror. (a) Subject to Sections 8.02(b), 8.03, 8.04, 8.06, 8.07 and 10.01, Acquiror shall indemnify, defend and hold harmless Seller and their respective Affiliates (including the Indemnitor, but not the Company or the Company Subsidiaries) and Representatives (collectively, the "Seller Indemnified Parties") against, and reimburse each Seller Indemnified Party for, all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
(i) any inaccuracy of any representation or warranty made by Acquiror in this Agreement or in the certificate referred to in Section 6.01(a)(iii);
(ii) any failure by Acquiror to perform or comply with any of its covenants or agreements contained in this Agreement; and
(iii) any Third Party Claim to the extent relating to or arising out of any injury or death of any person or any property damage inflicted by any Representatives of Acquiror during any entry on or inspection of the Real Property Assets, including any invasive testing, performed by or on behalf of Acquiror pursuant to Section 2.08(c), but excluding any claims arising from (i) property damage arising from discovery of an existing condition during such inspection or testing and (ii) the presence of groundwater monitoring wells, which at Seller's option, Acquiror will either cause ▇▇ ▇e filled and abandoned in accordance with applicable Law or left intact and functional.
Indemnification by Acquiror. Subject to the terms of this Article VII, from and after the Closing, Acquiror shall indemnify and hold harmless the Contributor Parties and their current and future Affiliates and indirect and direct equity holders, members, directors, managers, officers, employees and agents of the foregoing (collectively, the “Contributor Indemnified Parties” and, together with the Acquiror Indemnified Parties, the “Indemnified Parties”), to the fullest extent permitted by Law, from and against, and pay to the applicable Contributor Indemnified Parties the amount of any and all Losses to which a Contributor Indemnified Party suffers, incurs, sustains or becomes subject to, whether or not involving a Third Party Claim, based upon, attributable to or resulting from (including any and all Proceedings, demands or assessments arising out of):
(a) any inaccuracy, untruth or breach of any representation or warranty made by Acquiror in this Agreement and in any certificate delivered pursuant hereto; and
(b) any breach of any covenant or other agreement on the part of Acquiror contained in this Agreement.