Common use of Non Assumption of Liabilities Indemnification Clause in Contracts

Non Assumption of Liabilities Indemnification. (a) The Sellers agree, jointly and severally, to indemnify and hold Purchaser and its Affiliates harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Purchaser (collectively, "Indemnifiable Damages") resulting from or arising out of: (i) any breach of a representation or warranty made by the Sellers in or pursuant to this Agreement; (ii) any breach of the covenants or agreements made by the Sellers in this Agreement; (iii) any inaccuracy in any certificate delivered by the Sellers pursuant to this Agreement; (iv) any misrepresentation in or omission from any Schedule to this Agreement; (v) any liability of the Sellers to creditors of the Sellers which is imposed on Purchaser whether as a result of bankruptcy proceedings or otherwise and whether as an account payable by the Sellers or as a claim of alleged fraudulent conveyance or preferential payments within the meaning of the United States Bankruptcy Code or otherwise; (vi) the existence of creditors of the Sellers which are not disclosed to Purchaser; or (vii) any violation by the Sellers of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise, payroll, property or other tax liabilities of the Sellers which occurs or exists prior to the Closing Date. The indemnity obligation contained in this Section 10.1(a) shall continue for a period of three (3) years from and after the Closing Date; provided, however, that the indemnity obligations hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser shall have provided notice to the Sellers of Purchaser's intent to seek indemnification for such claims prior to the expiration of such three (3) year period. (b) The Sellers agree, jointly and severally, to indemnify and hold Purchaser and its Affiliates harmless from and against the aggregate of all Indemnifiable Damages resulting from or arising out of any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default by the Sellers under any lease, Contract or other instrument or agreement whether written or oral. The indemnity obligation contained in this Section 10.1(b) shall continue for a period of two (2) years from and after the Closing Date. Notwithstanding the foregoing time limitation, the obligation of the Sellers to indemnify Purchaser hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser shall have received a formal demand or allegation from a third party and provided notice thereof to the Sellers and of Purchaser's intent to seek indemnification for such claims hereunder within two (2) years of the Closing Date. (c) Sellers' indemnity obligations under this Section shall be subject to the following: (i) If any claim is asserted against Purchaser that would give rise to a claim by Purchaser against Sellers for indemnification under the provisions of this Section, then Purchaser shall promptly given written notice to Selling Members concerning such claim and Selling Members shall, at no expense to Purchaser, defend the claim, except that if the claim is material to the ongoing conduct of the Business, Purchaser shall control and Sellers shall fund such defense. (d) Purchaser agrees to defend, indemnify and hold Seller and Members from and against: (i) Any and all claims, liabilities, and obligations of every kind and description arising out of or related to the operation of the Business following Closing or arising out of Purchaser's failure to perform obligations of Sellers expressly assumed by Purchaser pursuant to this Agreement. (ii) Any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Purchaser under this Agreement.

Non Assumption of Liabilities Indemnification. (a) The Sellers agree, jointly and severally, to indemnify and hold Purchaser Purchaser, SkyLynx and its their respective Affiliates harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Purchaser and SkyLynx (collectively, "Indemnifiable Damages") resulting from or arising out of: (i) any material breach of a representation or warranty made by the Sellers in or pursuant to this Agreement; (ii) any material breach of the covenants or agreements made by the Sellers in this Agreement; (iii) any material inaccuracy in any certificate delivered by the Sellers pursuant to this Agreement; (iv) any material misrepresentation in or omission from any Disclosure Schedule to this Agreement; (v) any liability of the Sellers to creditors of the Sellers which is imposed on Purchaser or SkyLynx whether as a result of bankruptcy proceedings or otherwise and whether as an account payable by the Sellers or as a claim of alleged fraudulent conveyance or preferential payments within the meaning of the United States Bankruptcy Code or otherwise; (vi) the existence of creditors of the Sellers which are not disclosed to Purchaser; or (vii) any violation by the Sellers of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise, payroll, property or other tax liabilities of the Sellers which occurs or exists prior to the Closing Date. The indemnity obligation contained in this Section 10.1(a) shall continue for a period of three (3) years from and after the Closing Date; provided, however, that the indemnity obligations hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser or SkyLynx shall have provided notice to the Sellers of Purchaser's or SkyLynx' intent to seek indemnification for such claims prior to the expiration of such three (3) year period. (b) The Sellers agree, jointly and severally, to indemnify and hold Purchaser Purchaser, SkyLynx and its their respective Affiliates harmless from and against the aggregate of all Indemnifiable Damages resulting from or arising out of any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default by the Sellers under any lease, Contract or other instrument or agreement whether written or oral. The indemnity obligation contained in this Section 10.1(b) shall continue for a period of two (2) years from and after the Closing Date. Notwithstanding the foregoing time limitation, the obligation of the Sellers to indemnify Purchaser or SkyLynx hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser or SkyLynx shall have received a formal demand or allegation from a third party and provided notice thereof to the Sellers and of Purchaser's or SkyLynx' intent to seek indemnification for such claims hereunder within two (2) years of the Closing Date. (c) Sellers' indemnity obligations under this Section shall be subject to the following: (i) If any claim is asserted against Purchaser that would give rise to a claim by Purchaser against Sellers for indemnification under the provisions of this Section, then Purchaser shall promptly given written notice to Selling Members concerning such claim and Selling Members shall, at no expense to Purchaser, defend the claim, except that if the claim is material to the ongoing conduct of the Business, Purchaser shall control and Sellers shall fund such defense. (d) Purchaser agrees to defend, indemnify and hold Seller and Members from and against: (i) Any and all claims, liabilities, and obligations of every kind and description arising out of or related to the operation of the Business following Closing or arising out of Purchaser's failure to perform obligations of Sellers expressly assumed by Purchaser pursuant to this Agreement. (ii) Any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Purchaser under this Agreement.

Non Assumption of Liabilities Indemnification. (a) The Sellers agree, jointly and severally, to indemnify and hold Purchaser Purchaser, SkyLynx and its their respective Affiliates harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal legal fees and expenses) incurred or suffered by Purchaser and SkyLynx (collectively, "Indemnifiable Damages") resulting from or arising out of: (i) any material breach of a representation or warranty made by the Sellers in or pursuant to this Agreement; (ii) any material breach of the covenants or agreements made by the Sellers in this Agreement; (iii) any material inaccuracy in any certificate delivered by the Sellers pursuant to this Agreement; (iv) any material misrepresentation in or omission from any Disclosure Schedule to this Agreement; (v) any liability of the Sellers to creditors of the Sellers which is imposed on Purchaser or SkyLynx whether as a result of bankruptcy proceedings or otherwise and whether as an account payable by the Sellers or as a claim of alleged fraudulent conveyance or preferential payments within the meaning of the United States Bankruptcy Code or otherwise; (vi) the existence of creditors of the Sellers which are not disclosed to Purchaser; or (vii) any violation by the Sellers of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise, payroll, property or other tax liabilities of the Sellers which occurs or exists prior to the Closing Date. The indemnity obligation contained in this Section 10.1(a) shall continue for a period of three (3) years from and after the Closing Date; provided, however, that the indemnity obligations hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser or SkyLynx shall have provided notice to the Sellers of Purchaser's or SkyLynx' intent to seek indemnification for such claims prior to the expiration of such three (3) year period. (b) The Sellers agree, jointly and severally, to indemnify and hold Purchaser Purchaser, SkyLynx and its their respective Affiliates harmless from and against the aggregate of all Indemnifiable Damages resulting from or arising out of any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default by the Sellers under any lease, Contract or other instrument or agreement whether written or oral. The indemnity obligation contained in this Section 10.1(b) shall continue for a period of two (2) years from and after the Closing Date. Notwithstanding the foregoing time limitation, the obligation of the Sellers to indemnify Purchaser or SkyLynx hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser or SkyLynx shall have received a formal demand or allegation from a third party and provided notice thereof to the Sellers and of Purchaser's or SkyLynx' intent to seek indemnification for such claims hereunder within two (2) years of the Closing Date. (c) Sellers' indemnity obligations under this Section shall be subject to the following: (i) If any claim is asserted against Purchaser that would give rise to a claim by Purchaser against Sellers for indemnification under the provisions of this Section, then Purchaser shall promptly given written notice to Selling Members concerning such claim and Selling Members shall, at no expense to Purchaser, defend the claim, except that if the claim is material to the ongoing conduct of the Business, Purchaser shall control and Sellers shall fund such defense. (d) Purchaser agrees to defend, indemnify and hold Seller and Members from and against: (i) Any and all claims, liabilities, and obligations of every kind and description arising out of or related to the operation of the Business following Closing or arising out of Purchaser's failure to perform obligations of Sellers expressly assumed by Purchaser pursuant to this Agreement. (ii) Any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Purchaser under this Agreement.

Non Assumption of Liabilities Indemnification. (a) The Sellers agree, jointly and severally, to indemnify and hold Purchaser and its Affiliates harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Purchaser (collectively, "Indemnifiable Damages") in the aggregate up to but not exceeding Five Hundred Thousand Dollars ($500,000), and only to the extent any such Indemnifiable Damages individually exceed Five Thousand Dollars ($5,000) resulting from or arising out of: (i) any breach of a representation or warranty warranty, including a breach caused by a misrepresentation in, or omission from, any of Seller's Disclosure Schedules, made by the Sellers in or pursuant to this Agreement; (ii) any breach of the covenants or agreements made by the Sellers in this Agreement; (iii) any inaccuracy in any certificate delivered by the Sellers Seller pursuant to this Agreement; (iv) other than obligations under any misrepresentation in contracts or omission from any Schedule agreements included among the Assets and assumed by the Purchaser pursuant to this Agreement; (v) Section 2.2, any liability of the Sellers Seller to creditors of the Sellers Seller which is imposed on Purchaser whether as a result of bankruptcy proceedings or otherwise and whether as an account payable by the Sellers Seller or as a claim of alleged fraudulent conveyance or preferential payments within the meaning of the United States Bankruptcy Code or otherwise; (vi) the existence of creditors of the Sellers which are not disclosed to Purchaser; or (viiv) any violation by the Sellers Seller of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise, payroll, property or other tax liabilities of the Sellers Seller which occurs or exists prior to the Closing Date; or (vi) the existence of creditors of the Seller that are not disclosed to the Purchaser; provided, however, that the indemnity obligation under this Section 10.1(a) will not be limited in dollar amount to the extent that Purchaser's Indemnifiable Damages result from or arise out of the (i) Sellers' fraud or intentional or knowing misrepresentation or omission with respect to the transaction contemplated hereby; and (ii) any costs, expenses, claims, awards, damages or payments of any kind and whenever made, with respect to any claims, damages, injunctions, damages or suits arising out of and in connection with any action commenced or instigated by shareholders of Seller in connection with this transaction. The indemnity obligation contained in this Section 10.1(a) shall continue for a period of three (3) years from and after the Closing Dateset forth in Section 10.3; provided, however, that the indemnity obligations hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser shall have provided written notice to the Sellers Seller of Purchaser's intent to seek request for indemnification for such claims prior to the expiration of such three (3) year period. (b) The Sellers agree, jointly and severally, to indemnify and hold Purchaser and its Affiliates harmless from and against the aggregate of all Indemnifiable Damages resulting from or arising out of any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default by the Sellers under any lease, Contract or other instrument or agreement whether written or oraloral to the extent such Indemnifiable Damages individually exceed five thousand dollars ($5,000) and in the aggregate do not exceed Five Hundred Thousand Dollars ($500,000). The indemnity obligation contained in this Section 10.1(b) shall continue for a period of two one (21) years year from and after the Closing Date. Notwithstanding the foregoing time limitation, the obligation of the Sellers to indemnify Purchaser hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser shall have received a formal demand or allegation from a third party and provided notice thereof to the Sellers and of Purchaser's intent to seek indemnification for such claims hereunder within two one (21) years year of the Closing Date. (c) Sellers' indemnity obligations under this Section Purchaser shall be subject to first set off the following: (i) If amount of any claim is asserted against Purchaser that would give rise to a claim by Purchaser against Sellers for indemnification under against any amounts held by the provisions of this Section, then Purchaser shall promptly given written notice to Selling Members concerning such claim and Selling Members shall, at no expense to Purchaser, defend Escrow Agent in accordance with the claim, except that if the claim is material to the ongoing conduct of the Business, Purchaser shall control and Sellers shall fund such defense. (d) Purchaser agrees to defend, indemnify and hold Seller and Members from and against: (i) Any and all claims, liabilities, and obligations of every kind and description arising out of or related to the operation of the Business following Closing or arising out of Purchaser's failure to perform obligations of Sellers expressly assumed by Purchaser pursuant to this Escrow Agreement. (ii) Any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Purchaser under this Agreement.

Non Assumption of Liabilities Indemnification. (a) The Sellers agree, jointly and severally, to indemnify and hold Purchaser and its Affiliates harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Purchaser (collectively, "Indemnifiable Damages") resulting from or arising out of: (i) any breach of a representation or warranty made by the Sellers in or pursuant to this Agreement; (ii) any breach of the covenants or agreements made by the Sellers in this Agreement; (iii) any inaccuracy in any certificate delivered by the Sellers pursuant to this Agreement; (iv) any misrepresentation in or omission from any Schedule to this Agreement; (v) any liability of the Sellers to creditors of the Sellers which is imposed on Purchaser whether as a result of bankruptcy proceedings or otherwise and whether as an account payable by the Sellers or as a claim of alleged fraudulent conveyance or preferential payments within the meaning of the United States Bankruptcy Code or otherwise; (vi) the existence of creditors of the Sellers which are not disclosed to Purchaser; or (vii) any violation by the Sellers of the requirements of any governmental authority relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise, payroll, property or other tax liabilities of the Sellers which occurs or exists prior to the Closing Date. The indemnity obligation contained in this Section 10.1(a) shall continue for a period of three (3) years from and after the Closing Date; provided, however, that the indemnity obligations hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser shall have provided notice to the Sellers of Purchaser's Purchaser"s intent to seek indemnification for such claims prior to the expiration of such three (3) year period. (b) The Sellers agree, jointly and severally, to indemnify and hold Purchaser and its Affiliates harmless from and against the aggregate of all Indemnifiable Damages resulting from or arising out of any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default by the Sellers under any lease, Contract or other instrument or agreement whether written or oral. The indemnity obligation contained in this Section 10.1(b) shall continue for a period of two (2) years from and after the Closing Date. Notwithstanding the foregoing time limitation, the obligation of the Sellers to indemnify Purchaser hereunder shall continue indefinitely with respect to any claim arising from or relating to matters for which Purchaser shall have received a formal demand or allegation from a third party and provided notice thereof to the Sellers and of Purchaser's Purchaser"s intent to seek indemnification for such claims hereunder within two (2) years of the Closing Date. (c) Sellers' indemnity obligations under this Section shall be subject to the following: (i) If any claim is asserted against Purchaser that would give rise to a claim by Purchaser against Sellers for indemnification under the provisions of this Section, then Purchaser shall promptly given written notice to Selling Members concerning such claim and Selling Members shall, at no expense to Purchaser, defend the claim, except that if the claim is material to the ongoing conduct of the Business, Purchaser shall control and Sellers shall fund such defense. (d) Purchaser agrees to defend, indemnify and hold Seller and Members from and against: (i) Any and all claims, liabilities, and obligations of every kind and description arising out of or related to the operation of the Business following Closing or arising out of Purchaser's failure to perform obligations of Sellers expressly assumed by Purchaser pursuant to this Agreement. (ii) Any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Purchaser under this Agreement.