By Seller Parties. From and after the Closing Date, the Stockholders, jointly and severally (subject to the terms of Sections 4.4 and 4.29), shall indemnify and hold harmless Buyer and its successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, a "BUYER INDEMNIFIED PARTY") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Buyer Indemnified Party in connection therewith including consequential damages) (collectively, "DAMAGES") that such Buyer Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the respective representations, warranties, covenants or agreements of any the Seller Parties contained in this Agreement or in the Seller Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Seller Party involving Taxes due and payable by, or imposed with respect to any Seller Party for any all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Stockholders shall be liable under this Agreement up to an amount equal to (i) for the period from the Closing Date through the first anniversary date of the Closing Date, (A) the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. and (ii) for the period from the first anniversary date through the Expiration Date, (A) 50% of the fair market value of the Transaction Consideration on the date that the indemnification obligations pursuant to this Section 11 are first due and payable, less (B) any amounts previously paid by Stockholders pursuant to this Section 11.1. Notwithstanding anything in this Agreement to the contrary, (i) the Stockholders shall not have any liability under this Section 11.1 unless the aggregate indemnification obligations under this Section 11.1 exceed $25,000 (the "INDEMNIFICATION THRESHOLD"), and (ii) the Stockholders shall only have liability under this Section 11.1 to the extent...
By Seller Parties. Pro Rata Share. Subject to the limitations and conditions set forth in Section 11.3, from and after the Closing, the Seller Parties shall severally and not jointly, in accordance with their respective Pro Rata Share, indemnify and hold harmless each of the Buyer Parties, the Surviving Entities, the Company, the Company’s Subsidiaries and each of their respective officers, managers, directors, employees and agents (each, a “Buyer Indemnitee”; provided that, for the avoidance of doubt, for purposes of this Agreement, a “Buyer Indemnitee” shall not include any Seller Party) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) suffered or incurred by such Buyer Indemnitee based upon, arising out of or otherwise in respect of: (i) any breach of any representation or warranty contained in Article 5 (including any Schedule or Exhibit attached hereto insofar as it relates thereto) (with respect to the representations and warranties in Section 5.23, only to the extent such Losses are with respect to a Pre-Closing Tax Period) (determined in each case without regard to any qualification with respect to any materiality, Company Material Adverse Effect or other similar qualification, other than any such qualification used in Section 5.1, 5.2, 5.5, 5.16 or 5.19, the first sentence of Section 5.11, the first parenthetical phrase in Section 5.15(a), or in the usage in Article 5 of the defined terms “Company Material Permit” or “Company Material Contract”), provided that any breach of any representation or warranty contained in Section 5.23 shall be determined without giving effect to the disclosure set forth in Schedule 5.23(f) or (i) (i.e., the Buyer Indemnitees shall be entitled to indemnification in respect of such matter notwithstanding the disclosure of such matter in Schedule 5.23(f) or (i)); (ii) any breach of any covenant or agreement of the Company or CCCS Holdings contained in this Agreement (including any Schedule or Exhibit attached hereto) (determined in each case without regard to any qualification with respect to any materiality, Company Material Adverse Effect or other similar qualification, other than any such qualification used in Section 7.1 or 7.2 or in the usage in Section 7.1 or 7.2 of the defined terms “Company Material Permit” or “Company Material Contract”); (iii) any Transfe...
By Seller Parties. Seller shall indemnify, defend and hold Buyer and each of its Affiliates and their respective Representatives, shareholders, successors, heirs and assigns (each, a “Buyer Indemnified Person”), harmless from and against and will reimburse each Buyer Indemnified Person for any and all claims, Taxes, assessments, Liabilities, damages, losses, deficiencies and expenses (including, reasonable attorneys’ fees, experts’ fees and expenses and costs of suit (including travel expenses and discovery costs for such matters as transcripts, photocopying, subpoenas and telecopies)), whether or not involving, arising from or related to a Third Party Claim (collectively “Damages”), incurred or suffered by or threatened against any Buyer Indemnified Person as a result of, arising out of or directly or indirectly relating to:
By Seller Parties. In connection with any registration statement in which a Seller Party is participating, such Seller Party will furnish to Hanover in writing such information as Hanover reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify Hanover, its directors, employees and officers and each Person who controls Hanover (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorneys' fees and expenses) resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Seller Party or its Affiliates for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus; provided that the liability of each Seller Party will be limited in all events to the net amount received by such Seller Party from the sale of Registrable Securities pursuant to such registration statement.
By Seller Parties. Subject to the terms and conditions of this Article 9, the Seller Parties, severally and not jointly, agree to indemnify and defend Purchaser, its Affiliates, their respective Representatives, and each of their respective successors and assigns (each a “Purchaser Indemnified Party”) and shall hold each of them harmless from and against any and all Losses suffered by a Purchaser Indemnified Party arising out of, in connection with or resulting from:
By Seller Parties. Subject to the limitations set forth in this paragraph 6, each of the Sellers (other than RCI) and Seller Stockholders will indemnify each of the Buyer Indemnified Parties and hold each of the Buyer Indemnified Parties harmless from and against any loss, liability, claim, damage, costs or expenses (including reasonable legal expenses) (collectively, "Losses") which any Buyer Indemnified Party may suffer, sustain or become subject to, resulting from, arising out of or caused by:
By Seller Parties. Subject to the limitations set forth in this paragraph 8, each of the Sellers and Seller Stockholder will indemnify each of the Buyer Indemnified Parties and hold each of the Buyer Indemnified Parties harmless from and against any loss, liability, claim, damage, costs or expenses (including, but not limited to, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") which any Buyer Indemnified Party may suffer, sustain or become subject to, resulting from, arising out of or caused by:
By Seller Parties. The Seller Parties, jointly and severally, shall indemnify, save and hold harmless the Buyer Parties, and their respective directors, officers, shareholders, owners, agents, Affiliates (including for this purpose the Affiniti Companies) and Representatives (each a “Buyer Indemnified Party”), from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including interest, penalties, costs of mitigation, diminution of value, losses in connection with any Environmental Law (including any clean-up or remedial action), damages to the environment, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to:
By Seller Parties. Seller Parties shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person conducted heretofore with respect to any TCB Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished to such Person(s). Notwithstanding any other provision of this Agreement, at any time prior to obtaining the Stockholder Approval, in response to a bona fide written TCB Takeover Proposal that the Board of Directors of TCB Digital determines in good faith by a majority vote of the disinterested members thereof (after consultation with outside counsel) constitutes or would reasonably be expected to lead to a TCB Superior Proposal, and which TCB Takeover Proposal was not solicited after the date hereof and was made after the date hereof and did not otherwise result from a breach of this Section 7.10, TCB Digital may, if its Board of Directors determines in good faith by a majority vote of the disinterested members thereof (after consultation with outside counsel) that it is required to do so in order to comply with its fiduciary duties to the stockholders of TCB Digital (excluding Gold Lion) under applicable law (x) furnish information with respect to TCB Digital to the Person making such TCB Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement (a copy of which shall be provided to Zoom); provided that all such information has previously been provided to Zoom or is provided to Zoom prior to or substantially concurrent with the time it is provided to such Person, and (y) participate in discussions or negotiations with the Person making such TCB Takeover Proposal (and its Representatives) regarding such TCB Takeover Proposal.
By Seller Parties. The Seller Parties, jointly and severally, shall indemnify, save and hold harmless the Buyer Parties, and their respective Affiliates and Representatives (each a “Buyer Indemnified Party”), from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up or remedial action), losses resulting from any shutdown or curtailment of operations, damages to the environment, costs and expenses incurred in connection with the exercise of the Buyer Parties’ rights under the Pledge Agreement, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing, but excluding in all events lost profits, lost opportunities, diminution in value, consequential, punitive, treble or other special damages regardless of the legal theory (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (i) any breach or inaccuracy of any representation or warranty made by any of the Seller Parties in or pursuant to this Agreement or the Pledge Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in or pursuant to this Agreement or the Pledge Agreement; (iii) any Excluded Liability (including, without limitation, any Damages relating to a Dermafreeze Liability); or (iv) any Liability imposed upon Buyer by reason of a Buyer Party’s status as transferee of the Business or Assets (including, without limitation, any Damages relating to a Dermafreeze Liability).
