Indemnification by the Buyer Group Clause Samples
The "Indemnification by the Buyer Group" clause requires the buyer and its affiliates to compensate the seller for certain losses, damages, or liabilities that may arise after the transaction. Typically, this clause applies if the buyer breaches representations, warranties, or covenants made in the agreement, or if specific post-closing obligations are not fulfilled. Its core function is to allocate risk by ensuring the seller is protected from financial harm caused by the buyer's actions or omissions related to the transaction.
Indemnification by the Buyer Group. Subject to the provisions of this Article 7, the Buyer Group shall protect, indemnify and hold harmless each Seller and its permitted assigns, each Seller’s Affiliates and, where applicable, each Seller’s officers and directors, in respect of any Damages incurred by such Person arising out of, relating to, or based upon the breach of any of the representations, warranties, covenants or agreements made by the Buyer Group in this Agreement, including the Schedules hereto but excluding all Exhibits hereto, or in any certificate or instrument delivered by or on behalf of the Buyer Group pursuant to this Agreement.
Indemnification by the Buyer Group. The Buyer and MedSource shall ---------------------------------- indemnify and defend the Shareholders and their agents, advisors or representatives (each, a "Shareholder Indemnitee") against, and hold each Shareholder Indemnitee harmless from, any Damages that the Shareholder Indemnitee may suffer or incur arising from, related to or in connection with any of the following:
(a) Any breach of any representation or warranty made by the Buyer or MedSource contained in this Agreement or in any other Transaction Document or in respect of any claim made based upon facts alleged that would constitute any such breach; or
(b) The Buyer's or MedSource's failure to perform or to comply with any covenant or condition required to be performed or complied with by the Buyer Group contained in this Agreement or in any other Transaction Document.
Indemnification by the Buyer Group. The Buyer and MedSource, jointly ---------------------------------- and severally, shall indemnify and defend the Shareholders and their agents, advisors or representatives (each, a "Shareholder Indemnitee") against, and hold each Shareholder Indemnitee harmless, on an after-tax basis, from, any Damages that the Shareholder Indemnitee may suffer or incur arising from, related to or in connection with any of the following:
(a) any breach of any representation or warranty made by the Buyer or MedSource contained in this Agreement or in any other Transaction Document or in respect of any claim made based upon facts alleged that would constitute any such breach; or
(b) the Buyer's or MedSource's failure to perform or to comply with any covenant or condition required to be performed or complied with by the Buyer Group contained in this Agreement or in any other Transaction Document.
Indemnification by the Buyer Group. Subject to the provisions of this Article 10, the Buyer Group and each member of the Buyer Group shall, jointly and severally, indemnify and defend the Shareholder and his heirs, executors, administrators, estate, agents, advisors or representatives (each, a "Shareholder Indemnitee") against, and hold each Shareholder Indemnitee harmless from, any Damages that any Shareholder Indemnitee may suffer or incur arising from, related to or in connection with any of the following:
(a) Any breach of any representation or warranty made by any member of the Buyer Group contained in Article 6 of this Agreement or in any other Transaction Document or in respect of any claim by a third party made based upon facts alleged that would constitute any such breach;
(b) The failure of any member of the Buyer Group to perform or to comply with any covenant required to be performed or complied with by any member of the Buyer Group contained in this Agreement or in any other Transaction Document; and
Indemnification by the Buyer Group. The Parent and the Buyer shall jointly and severally indemnify and defend the Shareholders, the Seller and each of their respective officers, directors, employees, shareholders, agents, advisors and representatives (each, a "Seller Group Indemnitee") against, and hold each Seller Group Indemnitee harmless from, any Damages that the Seller Group Indemnitee may suffer or incur resulting from any of the following (whether or not in connection with any third party claim):
(a) the breach of any representation or warranty made by the Buyer or the Parent in this agreement;
(b) the failure by the Buyer or the Parent to perform or to comply with any covenant or condition contained in this agreement required to be performed or complied with by the Buyer or the Parent;
(c) the failure of the Buyer Group to pay, perform and discharge, when due, any of the Assumed Liabilities; or
(d) the ownership or operation of the Acquired Assets after the Closing, other than as to matters for which the Seller and the Shareholders have the obligation to indemnify the Buyer Group Indemnitees pursuant to Section 10.1.
Indemnification by the Buyer Group. From and after the Closing, the Buyer Group shall indemnify and hold harmless each of Seller Indemnitees against Damages that are directly or indirectly suffered or incurred by any of Seller Indemnitees or to which any of Seller Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with:
(a) subject to Section 9.1(b), any breach of any representation or warranty made by the Buyer Group in any of the Transactional Agreements;
(b) any breach of any covenant or obligation of the Buyer Group contained in any of the Transactional Agreements;
(c) any failure on the part of the Buyer Group to perform and discharge the Assumed Liabilities on a timely basis;
(d) any untrue statement of a material fact, or any omission of a material fact required to be stated in the Parent SEC Documents or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and
(e) any Proceeding relating directly or indirectly to any matter referred to in clauses (a), (b), (c) or (d) above (including any Proceeding reasonably commenced by Seller Indemnitee for the purpose of enforcing any of its rights under this Section 9).
Indemnification by the Buyer Group. Acquisition Sub and Newco shall jointly and severally indemnify and hold harmless Micron, MJP and their respective affiliates, and their respective officers, directors, stockholders, employees, representatives and agents (each a “Seller Group Indemnified Party”), from and against any and all Losses incurred or paid by any Seller Group Indemnified Party to the extent that the Losses arise by reason of, or result from (9) any breach or inaccuracy of any representation or warranty of Acquisition Sub contained in this Agreement or any certificate delivered by Acquisition Sub pursuant to this Agreement or in the Joinder Agreement or of Newco in the Joinder Agreement, (10) the breach by Acquisition Sub or Newco of any covenant or agreement of such Party contained in this Agreement or the Joinder Agreement, (11) the Assumed Liabilities, (12) any Taxes that Acquisition Sub or Newco is required to pay pursuant to the terms of this Agreement or (13) any violation of the Use Restrictions by Acquisition Sub or Newco.
Indemnification by the Buyer Group. The Buyer Group shall indemnify Shareholders for any Damages as a result of (i) the breach of any representation or warranty made by the Buyer Group in this Agreement and (ii) the breach by any member of the Buyer Group of any covenant, agreement or obligation of the Buyer Group contained in this Agreement.
Indemnification by the Buyer Group. The Buyer and MedSource shall ---------------------------------- jointly and severally indemnify and defend the Shareholders and their agents, advisors or representatives (each, a "Shareholder Indemnitee") against, and hold each Shareholder Indemnitee harmless from, any Damages that the Shareholder Indemnitee suffers or incurs arising out of, related to or in connection with any of the following (whether or not in connection with any third party claim):
(a) The inaccuracy of any representation or warranty made by the Buyer or MedSource contained in this Agreement or in any other Buyer Acquisition Agreement or, subject to section 10.5(b), in respect of any claim made by a third party and based upon facts that would, if true, render such representation or warranty inaccurate; or
(b) The Buyer's or MedSource's failure to perform or to comply with any covenant required to be performed or complied with by the Buyer Group contained in this Agreement or in any other Buyer Acquisition Agreement.
Indemnification by the Buyer Group. From and after the Closing, the Buyer Group shall indemnify and hold harmless each of the Seller Group Indemnitees against Damages that are suffered or incurred by any of the Seller Group Indemnitees or to which any of the Seller Group Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with:
(a) subject to Section 4.1(b), any breach of any representation or warranty made by the Buyer Group in this Agreement or in any of the other Transactional Agreements;
(b) any breach of any covenant or obligation of the Buyer Group contained in this Agreement or in any of the other Transactional Agreements;
(c) any Liability of the Buyer Group relating directly or indirectly to the exploitation of the Assets by, or conduct of, any Buyer Group Entity, on or after the Closing Date;
(d) any failure on the part of the Buyer Group to perform and discharge the Assumed Liabilities on a timely basis;
(e) any Proceeding relating directly or indirectly to any matter referred to in clauses (a), (b) or (c) above (including any Proceeding reasonably commenced by any Seller Group Indemnitee for the purpose of enforcing any of its rights under this Section 4); and
(f) any Liability of any Seller Group Entity arising in connection with the Letter of Credit on or after the Closing Date. Notwithstanding Section 4.1(b) or anything contained herein to the contrary (and without limiting any of the other rights of the Buyer Group Indemnitees hereunder), the obligation of the Buyer Group to indemnify and hold harmless the Seller Group Indemnitees against Damages arising under Section 4.2(c) above shall be perpetual.