By the Sellers. The Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAI, jointly and severally, agree to indemnify and hold harmless the Buyer and its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay).
By the Sellers. After the Closing occurs, and subject to the terms and provisions of this Agreement, Wicks will indemnify the Buyer and hold it harmless against any loss, liability, deficiency, damage or expense (including reasonable legal fees and expenses) which the Buyer may suffer, sustain or become subject to (a "Buyer Loss") as a result of (i) any breach of any representation or warranty made by the Sellers hereunder; (ii) the failure of the Sellers to perform any covenant or agreement hereunder and (iii) any liability of Sellers not expressly assumed by Buyer hereunder. Subject to the other limitations contained in this Agreement, including this Article 15, neither Seller shall be required to indemnify the Buyer with respect to any breaches of representations and warranties: (i) unless the Buyer gives the Sellers written notice of such Buyer Loss in accordance with Article 17, and in case of any claim made by the Buyer by reason of a third party claim, such notice shall be accompanied by a copy of such written notice of the third party claimant, and in the case of any claim made by the Buyer other than by reason of a third party claim, some damages or loss shall have been incurred in good faith at or prior to the date of such notice, and (ii) unless and until the aggregate amount of all Buyer Losses for which the Sellers are liable under this Article 15 exceeds $200,000, if such aggregate amount is calculated prior to the first anniversary of the Closing Date or $300,000 if calculated on or after such first anniversary, and in either such event the Sellers will be liable for all Buyer Losses; provided, that the foregoing threshold shall not apply to Buyer Losses arising out of a breach of an Exempt Rep. Notwithstanding anything to the contrary contained herein, the maximum amount of indemnification for any Buyer Losses for which the Sellers are required to indemnify the Buyer under this Article 15 shall not exceed an amount equal to (i) the Purchase Price less (ii) any amounts previously paid by the Sellers to the Buyer to cover such Buyer Losses in the aggregate.
By the Sellers. (i) The Sellers will deliver to the Company, in form reasonably acceptable to the Company, such documents as may be reasonably required in order to effect a transfer of the Shares on the books of American Stock Transfer & Trust Company, LLC from the Sellers to the Company.
By the Sellers. (a) From and after the Closing Date, to the extent provided in this Section 13, the Sellers shall, jointly and severally, indemnify and hold harmless each Buying Party, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any breach of any representation or warranty of any Seller contained in this Agreement, (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement of the Sellers contained in this Agreement, except that the Sellers' obligations under this Section 13 with respect to any breach of the covenants set forth in Section 12 shall be several and not joint. The indemnification obligations of the Sellers under clauses (i) and (ii) of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification Obligations."
By the Sellers. The Sellers, jointly and severally, shall indemnify, save, defend and hold harmless the Buyer, Parent and their respective shareholders, directors, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred in connection with or arising out of or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Sellers have breached), of any covenant, warranty or representation made by the Sellers in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Sellers or their Affiliates pursuant to the terms of this Agreement; provided, however, that the Sellers shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties.
By the Sellers. The Sellers shall indemnify, save and hold harmless the Purchaser and its Affiliates and Subsidiaries and each of their respective Representatives (individually, a "Seller Indemnified Party", and collectively, the "Seller Indemnified Parties"), from and against any and all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of third-party claims), including without limitation losses in connection with workers compensation claims, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up, remedial correction or responsive action), damages to the Environment, reasonable 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 (i) any Breach of any representation or warranty made by the Sellers in this Agreement; (ii) any Breach of any covenant or agreement made by the Sellers in this Agreement or any certificate delivered by the Subject Company or the Sellers at the Closing; or (iii) any services provided by the Subject Company prior to the Closing to the extent not reserved on the Closing Balance Sheet or covered by insurance.
By the Sellers. Each of the Sellers, jointly and severally, agrees to indemnify and hold harmless the Buyer and its directors, officers, employees and agents (the "Buyer Parties") against, and to reimburse the Buyer Parties on demand with respect to, any and all losses, liabilities, obligations, suits, proceedings, demands, judgments, damages, claims, expenses and costs (including, without limitation, reasonable fees, expenses and disbursements of counsel) (collectively, "Losses") which each may suffer, incur or pay, by reason of (i) the breach by any Seller of any representation or warranty contained in this Agreement or in any other Document executed by a Seller and delivered to a Buyer Party pursuant to the provisions of this Agreement, or (ii) the failure of any Seller to perform any agreement required hereby or by any other Document.
By the Sellers. Each of the Sellers covenants and agrees to jointly and severally defend, indemnify and hold harmless the Buyer, its officers, directors, employees, agents, advisers, representatives and affiliates (collectively, the "Buyer Indemnitees") for, from and against, and pay or reimburse the Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of:
By the Sellers. The Sellers shall jointly and severally indemnify and hold harmless the CANB and Buyer, and their respective directors, officers, employees, agents, successors and assigns (the “Buyer Indemnitees”) from and against all actual claims, damages, losses, liabilities, costs and expenses including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened action (but expressly excluding indirect, incidental, exemplary, special, consequential or punitive damages (including, without limitation, diminution in value, loss of future revenue or income, or loss of business reputation or opportunity)) (collectively, the “Losses”) actually incurred by the Buyer Indemnitees in connection with each and all of the following:
By the Sellers. (a) Each Seller, jointly and severally, shall indemnify and hold Purchaser, its successors and assigns, and any of its officers, directors, employees, stockholders, and agents, and any of their respective Affiliates and any of their respective officers, directors, employees, members, partners, stockholders, and agents, in each case excluding the Sellers (each, an “Indemnified Purchaser Party”) harmless from and against any Damages that such Indemnified Purchaser Party may sustain, suffer or incur and that, directly or indirectly, result from, are based upon, arise out of, or are attributable or related to:
