Indemnification by Buyer and Parent Sample Clauses

Indemnification by Buyer and Parent. In the event ▇▇▇▇ the transactions provided for in this Agreement are completed and it is subsequently determined that the Sellers have or are 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 Buyer and the Parent, or either of them, pursuant to this Agreement, notwithstanding any investigations made by the Sellers or their representatives, the Buyer and the Parent unconditionally covenant and agree, jointly and severally, to indemnify and save harmless the Sellers for the amount of such Claims. Any Claim against the Buyer and the Parent under this section shall be in writing and shall be made within 120 days of the date of which such representation, warranty or covenant ceases to survive according to the provisions of this Agreement. The Sellers shall forthwith notify the Buyer and the Parent of any liability or Claim for which the Buyer and the Parent, or either of them, may be liable hereunder promptly after the Sellers receive notice thereof and the Buyer and the Parent shall have the right to participate in any negotiations with respect thereto. The Buyer and the Parent shall at all times have the right, at their joint sole expense, to dispute and contest any liability to, or Claim asserted by, any person other than the Sellers for which the Buyer and the Parent may be liable hereunder, provided the Buyer and the Parent first admit to the Sellers that if there is a liability in respect of such Claim, the Buyer and the Parent are responsible for such liability.

Indemnification by Buyer and Parent. (a) Buyer and Parent shall indemnify and defend Seller and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Seller Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty or other statement by Buyer contained in this Agreement, the Ancillary Agreements, the Buyer Disclosure Schedule or any certificate or other document furnished or to be furnished to Seller pursuant to this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (ii) any breach of any covenant or agreement of Buyer contained in this Agreement, the Ancillary Agreements, the Buyer Disclosure Schedule or any certificate or other document furnished or to be furnished to Seller in connection with the transactions contemplated hereby and thereby; and (iii) any failure to perform when due the Assumed Liabilities. provided that for purposes of this Section 8.3, the representations and warranties herein and in the Buyer Closing Certificate shall be deemed to have been made without any qualifications as to Knowledge or materiality and, accordingly, all references herein and therein to “material,” “in all material respects” and similar qualifications as to materiality shall be deemed to be deleted therefrom (except where any such provision requires disclosure of lists of items of a material nature or above a specified threshold). (b) Neither Buyer nor Parent shall be liable for any Loss or Losses pursuant to Section 8.3(a)(i) (“Seller Warranty Losses”) (i) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $75,000, in which event Seller shall be liable for all Buyer Warranty Losses from the first dollar, and (ii) to the extent that Seller Warranty Losses exceed the amount of the Initial Cash Consideration in the aggregate, provided, however, nothing contained in this Section 8.3(b) shall be deemed to limit or restrict in any manner any rights or remedies which Seller has, or might have, at Law, in equity or otherwise, based (i) on fraud or a willful misrepresentation or willful breach of warranty hereunder, or (ii) Buyer’s breach of its obligations to make payment of the Purchase Price, including the Earn Out.

Indemnification by Buyer and Parent. The Buyer and Parent shall jointly and severally indemnify and hold harmless the Sellers (collectively, the “Seller Indemnified Parties”) from and against, and agree promptly to defend each of the Seller Indemnified Parties from and reimburse each of the Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and Claims of any kind (including reasonable lawyers’ fees and other legal costs and expenses) (“Indemnified Costs”) that any of the Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (a) any actual or alleged breach or inaccuracy of any of the representations and warranties made by the Buyer or the Parent in any Transaction Document, or in any instrument, certificate or affidavit delivered by the Buyer or the Parent at the Closing in accordance with the provisions hereof; (b) any failure by the Buyer or the Parent to carry out, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or obligations under any Transaction Document or under any of the other documents delivered by the Buyer or the Parent in connection with the Transaction Documents; and (c) any proceeding arising out of, or in any way related to, any of the matters referred to in this Section 10.02.

Indemnification by Buyer and Parent. Except as otherwise limited by this ARTICLE IX, Buyer and Parent shall, jointly and severally, indemnify, defend and hold harmless Seller, each Principal and their respective Affiliates and each officer, manager, employee, agent and representative of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) any breach of any representation or warranty of Buyer and/or Parent in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement to which any of them is a party or made in connection herewith); (b) any breach of any covenant, obligation or agreement of Buyer and/or Parent in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement to which any of them is a party or made in connection herewith and therewith); (c) the existence of, or the failure of Buyer to pay, perform or discharge when due, any Assumed Liability after the Closing; and (d) enforcing the Seller Indemnified Parties’ indemnification rights provided for hereunder.

Indemnification by Buyer and Parent. 33 12.05 CONDITIONS OF INDEMNIFICATION FOR THIRD PARTY CLAIMS.......34 12.07

Indemnification by Buyer and Parent. Subject to Sections 8.1 and 8.2, Buyer and Parent agree to, and shall, jointly and severally, indemnify Seller, its Affiliates and the partners, officers, directors, employees, representatives, trustees and agents of each of them (the "Seller Indemnified Parties") and hold each of them harmless, against and in respect of any and all Indemnifiable Damages resulting from, or in respect of, any of the following: (a) Any misrepresentation, breach of warranty or non-fulfillment of any obligation or covenant on the part of Buyer or Parent under this Agreement or any of the Other Closing Documents executed and delivered by Buyer or Parent, other than the covenants in Sections 3.2, 3.4(b), 7.4, 7.7, 7.8 and 7.10; (b) Any breach of the covenants in Sections 3.2, 3.4(b), 7.4, 7.7, 7.8 and 7.10 on the part of Buyer or Parent; and

Indemnification by Buyer and Parent. Subject to the other terms of this Article 7, Buyer and Parent, jointly and severally, will indemnify, defend and hold harmless the Sellers and each of the Sellers’ Other Indemnified Persons from and against all Losses suffered, sustained, incurred or paid that arise out of, relate to or result from, directly or indirectly, any: (a) breach of any representation or warranty made by Buyer or Parent herein or in any Ancillary Document of Buyer or Parent, respectively; (b) breach of any covenant or agreement of Buyer or Parent herein or in any Ancillary Document of Buyer or Parent, respectively; (c) conduct of the Business or ownership, use, condition, possession or operation of any of the Acquired Assets after Closing, other than any such Losses for which any Seller is obligated to provide indemnification under Section 7.1 (or for which any Seller would have been obligated to provide indemnification under Section 7.1 but for any limitation contained elsewhere in this Article 7) (d) Assumed Liability; or (e) Proceeding arising out of, relating to or resulting from any of the foregoing.

Indemnification by Buyer and Parent. (a) For the period commencing on the Closing Date and ending, as the case may be, upon the expiration of the periods specified in Section 9.1 hereof, Buyer and Parent will, subject to the limitations set forth in Section 9.1 hereof, indemnify, defend and hold harmless Seller and its Affiliates, and their respective directors, officers, employees, shareholders, attorneys, accountants and agents (“Seller Indemnified Parties”) against and in respect of all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses incurred in investigating, preparing or defending any claims covered hereby, excluding, however, any consequential and punitive damages, diminution in value and lost profits except in the event of claims based on fraud as set forth in Section 9.6 below) (collectively, “Losses”) sustained or incurred arising out of any breaches of Buyer’s and Parent’s representations, warranties, covenants and agreements set forth in this Agreement (other than representations, warranties, covenants and agreements set forth in Article V, as to which the indemnification provisions set forth in Article V will govern). (b) Any payments due to Seller pursuant to this Section 9.2 or Article V will be satisfied by the Buyer within 10 days of the liability for such payment maturing in accordance with Section 9.5 hereof by wire transfer to an account designated by Seller in the Claim Notice. Any amounts paid under this Section 9.2 or Article V will be treated as an adjustment to the Purchase Price for all Tax purposes.

Indemnification by Buyer and Parent. Buyer and Parent shall defend, indemnify and hold harmless the Seller, its successors and assigns (Seller and such persons, collectively, "Seller's Indemnified Persons"), and shall reimburse Seller's Indemnified Persons, for, from and against all Losses imposed on or incurred by Seller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty, or any breach or non-fulfillment of any covenant, agreement or other obligation of Buyer or Parent under this Agreement or any certificate or other document delivered or to be delivered pursuant hereto; and (b) any obligation of Buyer relating to the License Agreements or any other matter arising out of or related to the operation of the Business arising after the Closing Date.