Purchaser's Right to Indemnification Clause Samples
Purchaser's Right to Indemnification. Subject to Section 12.1.4, each Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Purchaser, and hold harmless Purchaser, its parent, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Purchaser Indemnitees") from and against and in respect of such Seller's Pro Rata Share of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees ("Claims"), incurred or suffered by a Purchaser Indemnitee arising from (a) the claims of third parties with respect to operation of the Company prior to Closing; (b) a breach, misrepresentation, or other violation of any of the Sellers' or the Company's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to section 13.8; (c) any breach or default by the Company under any Contract prior to Closing; (d) any Pre-Closing Environmental Matters; and (e) any and all actions, suits, proceedings, claims demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate (as defined below) on any such Claim from the date of incurrence by such Purchaser Indemnitee(s) until the date of reimbursement by Sellers. "Prime Rate" shall mean the prime rate as published in the Money Rates column of the Eastern Edition of the Wall Street Journal (or the average of such rates if more than one rate is indicated), in effect on the date of incurrence of such Claim. The foregoing indemnity is intended by Sellers to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.
Purchaser's Right to Indemnification. (a) PSA and PSA SUB, jointly and severally, shall indemnify and hold Purchaser and its Affiliates harmless from any and all Losses which Purchaser and its Affiliates may suffer or incur arising out of or relating to:
(i) the breach or inaccuracy of any of the representations, warranties, covenants, or agreements made by PSA or PSA SUB herein (for purposes of this Section 8.1 any supplements to the Schedules delivered by PSA or PSA SUB to Purchaser prior to the Closing Date shall be given no effect unless such supplements reflect a breach or breaches which, individually or in the aggregate, reflect a Material Adverse Effect and Purchaser nonetheless agrees to consummate the transactions contemplated hereby in which case Purchaser shall not be entitled to indemnification under this Section 8.1(a) to the extent Losses arise from the matters set forth in the Schedules or supplements);
(ii) any third party Proceeding of any nature relating to the operation of the Business or the Assets prior to the Effective Time, except to the extent such Proceedings result from Purchaser's own acts or omissions;
(iii) except for Taxes that Purchaser has agreed to pay in accordance with Section 6.5, any income or other Taxes assessed against PSA, PSA SUB or any of the PSA Group arising out of, or resulting from, the sale of the Assets hereunder or arising out of or resulting from the operations of PSA or PSA SUB prior to the Effective Time; and
(iv) any liabilities or obligations of PSA, PSA SUB or any of the PSA Group not expressly assumed by Purchaser pursuant to this Agreement.
(b) PSA and PSA SUB shall not be liable for any matters referred to in Section 8.1(a)(i) through (a)(ii), inclusive, except to the extent (and only to the extent) that the aggregate Losses thereunder exceed Five Hundred Thousand Dollars ($500,000) (the "PSA Deductible"); provided, however that the PSA Deductible shall not apply to PSA's or PSA SUB's breach of its covenants and agreements set forth in Section 1.2 (Aggregate Purchase Price of the Assets), Section 3.1 (Organization, Standing and Power), Section 3.3 (Authority), Section 3.8 (Tax Matters), Section 3.15 (Brokers), Section 3.25 (Accounts Receivable) to the extent the breach relates to Current Accounts Receivable, Section 4.3 (No Solicitation), Section 6.1(b) (HSR fees), Section 6.4 (Fees and Expenses), Section 6.5 (Transfer Taxes), Section 6.7 (Audited Financial Statements Costs) and Section 10.12 (Bulk Transfer Liability). Purchaser shall ...
Purchaser's Right to Indemnification. Subject to the other terms and conditions of this Section 10, the Seller shall defend, indemnify and hold harmless the Purchaser and its Affiliates and their respective directors and officers (the “Purchaser Indemnitees”) from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter) (collectively, “Losses”), which may be asserted against or sustained or incurred by the Purchaser Indemnitees in connection with, arising out of, or relating to any inaccuracy in, misrepresentation, breach or alleged breach of any of the representations, warranties, agreements and covenants made by the Seller in the Transaction Documents; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Purchaser Indemnitees in connection with the enforcement of their rights under the Transaction Documents.
Purchaser's Right to Indemnification. Subject to Section 8.2.2, the Company agrees to defend, indemnify and hold Purchaser harmless against and shall reimburse Purchaser for any actions, claims, proceedings, losses, liabilities and damages, including reasonable attorneys' fees (collectively, "DAMAGES") incurred by the Purchaser on or after the Closing Date arising out of:
(a) any inaccuracy of or any breach of any representation or warranty of the Company contained in or made pursuant to this Agreement or any certificate or instrument in connection herewith; or
(b) a breach of any covenant or agreement of the Company contained in or made pursuant to this Agreement.
Purchaser's Right to Indemnification. Subject to the provisions of this Section 7 and in addition to any other rights and remedies available to each Purchaser under applicable law, the Company hereby covenants and agrees to indemnify each Purchaser and its respective Affiliates, employees, agents and representatives, and all successors, permitted assigns and fiduciaries thereof (the "Purchaser Indemnified Parties"), and to save and hold each Purchaser Indemnified Party harmless from and against, any and all liabilities, claims, causes of action, assessments, losses, costs, damages or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "Losses") that any Purchaser Indemnified Party may suffer, sustain or become subject to, resulting from, arising out of or relating to:
(i) breach of any representation or warranty made by or on behalf of the Company in any Transaction Document to which the Company is a party; or
(ii) any nonfulfillment or breach of any covenant or agreement to be fulfilled by the Company under any Transaction Document to which the Company is a party.
Purchaser's Right to Indemnification. Seller and Member shall and do hereby jointly and severally indemnify and hold harmless, Parent, Purchaser and their stockholders, directors, officers, employees, agents and representatives from any and all liabilities, obligations, claims, contingencies, damages, costs and expenses (including all court costs and reasonable attorneys' fees) that any such indemnified party may suffer or incur as a result of or relating to: (a) the breach or inaccuracy, or any alleged breach or inaccuracy, of any of the representations, warranties, covenants or agreements made by Seller herein or pursuant hereto; (b) any lawsuit, claim or proceeding of any nature relating to Seller existing at or prior to the Closing or arising out of any act, transaction, circumstance or fact relating to Seller occurring prior to the Closing; (c) any income or related tax arising out of or resulting from the operations of Seller prior to the Closing, any transaction or activity of Seller prior to the Closing or any income derived by Seller prior to the Closing; (d) any wages, salaries or other compensation, and other liabilities, obligations, claims or contingencies of any nature due or payable at any time whatsoever to the Member, or an officer, employee, agent or representative of Seller, including any of such persons terminated by Seller at or prior to the Closing and any of such persons hired by Purchaser as of the Closing, in connection with their services to or employment by the Seller prior to the Closing; (e) any loss, claim or liability resulting from the operation of the Business prior to the Closing.
Purchaser's Right to Indemnification. Subject to the provisions of this Article X and in addition to any other rights and remedies available to Purchaser under applicable law, the Company, Berg (solely with regard to representations, warranties, covenants an▇ ▇▇reements made by Berg hereunder) and Tessier (solely with regard to representations, w▇▇▇▇nties, covenants ▇▇▇ ▇▇reements made by Tessier hereunder) shall severally indemnify and hold harmless Purcha▇▇▇ ▇▇▇, if applicable, any of its officers, directors, shareholders, employees, agents, representatives, attorneys, successors, predecessors and assigns from and against: (a) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter) (collectively "Claims"), which may be asserted against or sustained or incurred by Purchaser in connection with, arising out of, or relating to (i) any breach of any, or any false, incorrect or misleading, representation or warranty that is made by the Company, Berg or Tessier here▇▇ ▇r in ▇▇▇ ▇▇hibit, Schedule, certificate or other document delivered to Purchaser by the Company, Berg or Tessier in connection with this Agreement, or (ii) any breach ▇▇ any ▇▇▇▇▇▇▇nts and covenants made by the Company, Berg or Tessier herein or in any Exhibit, Schedule, certificateor oth▇▇ ▇ocum▇▇▇ ▇▇▇ivered to Purchaser by the Company, Berg or Tessier in connection with this Agreement; and (b) any and al▇ ▇▇sts ▇▇▇ ▇▇▇enses incurred by Purchaser in connection with the enforcement of its rights under this Agreement.
Purchaser's Right to Indemnification. “As Is”.
Purchaser's Right to Indemnification. Section 6.4 of the Agreement provides that ▇▇▇▇▇▇ shall not be liable to the Indemnified Parties for punitive damages or consequential damages arising out of Purchaser Claims. The parties hereto acknowledge and agree that the foregoing exclusion was intended to exclude punitive damages and consequential damages asserted by the Purchaser and the other Indemnified Parties directly against the Sellers or ▇▇▇▇▇▇ on account of a breach of their representations or obligations under the Agreement and that such exclusion was not intended to exclude punitive damages or consequential damages from losses which the Sellers and ▇▇▇▇▇▇ have indemnified the Purchaser from and against to the extent resulting from claims of third parties, including, without limitation, any punitive damages or consequential damages arising out of any pending litigation.
Purchaser's Right to Indemnification. Company and the Shareholders, jointly and severally (on a proportional basis as to the Shareholders in regard to the number of shares held by each), shall and do hereby indemnify and hold harmless, Parent, Purchaser, and their shareholders, directors, officers, employees, agents and representatives from any and all liabilities, obligations, claims, contingencies, damages, costs and expenses (including all court costs and reasonable attorneys' fees) that Purchaser or any such other indemnified party may suffer or incur as a result of or relating to the material breach or inaccuracy of any of the representations, warranties, 38 covenants or agreements made by Company and/or the Shareholders herein or pursuant hereto. Each Shareholder's liability under this Section shall be limited to the value of the Merger Consideration received by such Shareholder. The Shareholders may satisfy any such obligation under this Section by transferring shares of Parent Common Stock to the Parent on the basis of the market price of the Parent Common Stock averaged over five (5) trading days commencing after the later of (i) the date notice was given of the claim, or (ii) the date Parent issued a press release describing any loss incurred due to such claim.