Indemnity Obligations of Purchaser Sample Clauses
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Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless the Shareholders from and against any and all Losses based on, resulting from, arising out of or relating to:
(i) any misrepresentation or breach of warranty of Purchaser contained in the Transaction Documents; provided that in determining whether any such misrepresentation or breach occurred and in determining the amount of Losses incurred in connection with any such misrepresentation or breach, any dollar amount thresholds and materiality qualifiers contained in any representation or warranty herein shall be disregarded;
(ii) any failure of Purchaser to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof; or Purchaser shall not be required to indemnify the Shareholders with respect to any claim for indemnification (other than a claim for indemnification based on a breach of the representations and warranties contained in Sections 4.1 or 4.2) resulting from or arising out of matters described in clause (i) above pursuant to this Section 7.2 (and not resulting from or arising out of matters described in clause (ii) above) unless and until the aggregate amount of all claims against Purchaser exceeds the Threshold Amount, in which case Purchaser shall be required to indemnify the Shareholders for the full amount of such claims in excess of the Threshold Amount. Claims thereafter may be asserted regardless of amount. Purchaser’s maximum liability (exclusive of liabilities based on claims for indemnification based on a breach of the representations and warranties contained in Sections 4.1 or 4.2) to the Shareholders under clause (i) above (and not resulting from or arising out of matters described in clause (ii) above) shall not exceed $1,100,000 at any time. Notwithstanding anything to the contrary contained herein, nothing in this Agreement limits the liability of any Person for fraud or willful misconduct.
Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify, and hold harmless Seller, its Affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, advisers, and representatives and the respective successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) from and against, and to pay or reimburse Seller Indemnitees for, any and all Losses, directly or indirectly based on, resulting from, arising out of, in connection with, or relating to:
(a) any misrepresentation, inaccuracy, or Breach of any representation or warranty of Purchaser contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith;
(b) any failure of Purchaser to perform or comply with any covenant or agreement made or contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith, or fulfill any obligation in respect thereof;
(c) any Taxes of Purchaser or any Affiliate of Purchaser for all Tax periods, and any Taxes that relate to the Purchased Assets, the Business, or any Transferred Employee for all Post-Closing Periods (regardless of when assessed); and/or
(d) any failure of Purchaser to discharge the Assumed Liabilities.
Indemnity Obligations of Purchaser. Subject to the provisions of this ARTICLE XI, from and after the Closing Date Purchaser hereby agrees to indemnify, defend and hold Seller (which for purposes of this Article shall include all directors, officers, partners, employees, agents, Affiliates and representatives of Seller) harmless from, and to reimburse Seller for, any Seller Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term “
Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless the Company from and against any and all Losses based on, resulting from, arising out of or relating to:
(a) any misrepresentation or breach of any warranty of Purchaser contained in this Agreement or in any certificate or agreement delivered in connection herewith, it being understood that, in determining the existence of, and amount of any Losses in connection with, a claim under this Section 8.3(a), all representations and warranties shall be read without regard and without giving effect to any materiality or similar qualification contained therein (as if such qualification were deleted from such representation or warranty);
(b) any failure of Purchaser to perform any covenant or agreement of Purchaser made or contained in this Agreement, or fulfill any obligation in respect thereof; and
(c) the Assumed Liabilities;
(d) the claim of any third party directly against any Seller Party arising out of any action of Purchaser conducting the operation of the Business after the Closing and not related to the actions of the Company, any Seller Party, or any Halcyon Member or the operation of the Business prior to Closing.
Indemnity Obligations of Purchaser. Parent and Purchaser covenant and agree to and shall, jointly and severally, defend, indemnify and hold harmless Seller Parties, their Affiliates and their respective directors, officers, employees, managers, members, partners, advisors, agents and other representatives (collectively, the “Seller Indemnitees”) from and against, and to pay or reimburse Seller Indemnitees for, any and all Losses based on, resulting from, arising out of or relating to (a) any breach of any representation or warranty of Parent or Purchaser contained in the Transaction Documents; and (b) any breach of or failure to perform any covenant or agreement of Parent or Purchaser or any of their Affiliates contained in the Transaction Documents or any other closing deliverables or the failure to fulfill any obligation in respect thereof.
Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless Seller and its Affiliates, successors and assigns and the respective officers, directors, shareholders, employees, agents, advisers and representatives of the foregoing (collectively, the “Seller Indemnitees”), from and against any and all Losses based on, resulting from, arising out of or relating to: (i) any material misrepresentation or material breach of warranty of Purchaser contained in the Transaction Documents, (ii) any failure of Purchaser to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof, (iii) the Assumed Liabilities, or (iv) Warranty Obligations with respect to products sold prior to (or after) the Closing and relating to the Assets or the Divisions.
Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless Sellers from and against any and all Losses based on, resulting from, arising out of or relating to:
(a) any misrepresentation or breach of any warranty of Purchaser contained in this Agreement or in any certificate or agreement delivered in connection herewith, it being understood that, in determining the existence of, and amount of any Losses in connection with a claim under this Section 7.2(a), all representations and warranties shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such qualification were deleted from such representation or warranty);
(b) any failure of Purchaser to perform any covenant or agreement made or contained in this Agreement, or fulfill any other obligation in respect thereof; and/or
(c) any claims or Legal Proceedings related to the items set forth in Sections 7.2(a) to (b).
Indemnity Obligations of Purchaser. From and after the Closing, Purchaser covenants and agrees to defend, indemnify and hold harmless Sellers and their respective Affiliates from and against any and all Losses based on, resulting from, arising out of or relating to:
(a) any breach of any representation or warranty of Purchaser contained in this Agreement or the Purchaser Closing Certificate, it being understood that, in determining the amount (but, for the avoidance of doubt, not whether or not a misrepresentation or breach has occurred) of any Losses in connection with a claim under this Section 7.2(a), all representations and warranties shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such qualification were deleted from such representation or warranty); and/or
(b) any failure of Purchaser to perform any covenant or agreement made or contained in this Agreement or any Transaction Document, or fulfill any other obligation in respect thereof.
Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless the Sellers and AWAC from and against any and all Losses based on, resulting from, arising out of or relating to:
Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify, and hold harmless Seller, its Affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, advisers, and representatives and the respective successors and assigns of any of the foregoing (collectively, the “Seller Indemnitees”) from and against, and to pay or reimburse Seller Indemnitees for, any and all Losses, directly or indirectly based on, resulting from, arising out of, in connection with, or relating to:
i. any misrepresentation, inaccuracy, or Breach of any representation or warranty of Purchaser contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith; ii.any failure of Purchaser to perform or comply with any covenant or agreement made or contained in this Agreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith, or fulfill any obligation in respect thereof;