General Indemnification Covenants Sample Clauses

General Indemnification Covenants. (a) Subject to the provisions of Sections 8.3, Shareholders individually, on a several and not joint basis to the extent of their respective ownership of Target Common Stock at Closing and which shall not exceed the total value of the Merger Consideration received by each Shareholder individually, shall indemnify, save and keep Parent and its affiliates, successors and permitted assigns (including Target and the Surviving Corporation) (the "Parent Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, "Damages"), sustained or incurred by any of the Parent Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Target or Shareholders, whether contained in this Agreement or any exhibit or schedule hereto or any written statement furnished or to be furnished to Parent or Sub pursuant hereto or in any closing document delivered by Target or Shareholders to Parent or Sub in connection herewith. (b) Parent shall indemnify, save and keep each of the Shareholders, their successors and permitted assigns (the "Shareholder Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, and expenses including reasonable attorneys fees, disbursements and expenses (collectively, "Damages"), sustained or incurred by any Shareholder Indemnitee as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Parent or Sub, whether contained in this Agreement or any exhibit or schedule, thereto or any written statement furnished or to be furnished to Target or Shareholders pursuant hereto or in any closing document delivered by Parent or Sub to Target or Shareholders in connection herewith.

General Indemnification Covenants. Subject to the provisions of Sections 9.3 and 9.4, Controlling Shareholder shall indemnify, save and keep Parent and its affiliates, successors and permitted assigns (including Target and the Surviving Company) (the “Parent Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys’ fees, disbursements and expenses (collectively, “Damages”), sustained or incurred by any of the Parent Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Target or Controlling Shareholder, whether contained in this Agreement or the Agreement of Merger or any schedule hereto or thereto or any written statement or certificate furnished or to be furnished to Parent or Sub pursuant hereto or in any closing document delivered by Target or Controlling Shareholder to Parent or Sub in connection herewith. In the event any claim or cause of action is made pursuant to this paragraph, unless the parties agree otherwise in writing, such claim or cause of action shall first be arbitrated pursuant to the provisions of Section 11.9 hereof.

General Indemnification Covenants. Subject to the provisions of Section 6.3 and Section 6.4, Shareholder shall indemnify, save and keep Purchaser, its directors, officers, affiliates, and permitted assigns (the “Indemnitees”), harmless from and against all liabilities, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys’ fees (collectively, “Damages”), asserted against or sustained or incurred by any of the Indemnitees resulting from, arising out of or by virtue of: (a) any misrepresentation, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of TTS or Shareholder, whether contained in this Agreement, any Exhibit or Schedule hereto.

General Indemnification Covenants. 24 7.2 Procedures for Indemnification Pursuant to Section 7.1........... 25 7.3

General Indemnification Covenants. Subject to the provisions of Sections 6.3 and 6.4, Sellers, jointly and severally, shall unconditionally indemnify, save and keep Purchaser and its affiliates, successors and permitted assigns (including Company) (the "Purchaser Indemnitees"), harmless against and from all liability, demands, claims, actions or cause of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, "Damages"), sustained or incurred by any of the Purchaser Indemnitees as a result of, arising out of, or by virtue of any misrepresentation, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Company or Sellers, whether contained in this Agreement or any exhibit or schedule hereto or in any closing document delivered by Company or Sellers or Purchaser in connection herewith to the extent such Damages (excluding obligations of Sellers under Section 6.2 and Section 6.8) exceed One Thousand dollars ($1,000) in the aggregate.

General Indemnification Covenants. Subject to the provisions of this --------------------------------- Section 7, Shareholder as of the Closing Date, shall indemnify, defend, save and keep CMED and its affiliates (including CIVCO), and their respective officers, directors, successors and assigns (collectively, the "CMED Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including without limitation, reasonable attorneys' fees, court costs and other fees, disbursements and expenses (collectively "Damages"), sustained or incurred prior to the second anniversary of the Closing Date by any of the CMED Indemnitees as a result of, arising out of or by virtue of (i) any misrepresentations, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of CIVCO or Shareholder, whether contained in this Agreement, any Document or any exhibit or schedule hereto or thereto, or any written statement or certificate furnished or to be furnished to CMED pursuant hereto or in any closing document delivered by CIVCO or Shareholder to CMED in connection herewith; (ii) any Damages associated with curing unsatisfactory title or survey conditions of the Real Property; or (iii) cleanup costs associated with the Real Property or any claims, suits, actions, demands, order, assessments, fines or penalties or other administrative proceedings brought by (a) owners of real property adjacent to the Real Property (or lessees of their real property) as a result of actual, threatened or claimed release or migration of contamination from the Real Property to adjacent properties; or (b) a local, state or federal agency, arising out of the occurrence of or release or threat of release of contamination at, on, under, or from the Real Property as a result of conditions or operations at the Real Property on or before the Closing Date. Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any party in this Agreement or in any certificate or other instrument delivered pursuant hereto, including, without limitation, the Documents, shall be deemed to have been made without the inclusi...

General Indemnification Covenants. Subject to the provisions of Sections 6.2 and 6.3, Sellers jointly and severally, shall unconditionally indemnify, save and keep Purchaser and its officers, directors, employees, agents, affiliates, successors and permitted assigns (including the Company) (the "Purchaser Indemnitees"), harmless against and from (i) all liability, demands, claims, actions or cause of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, "Damages"), sustained or incurred by any of the Purchaser Indemnitees as a result of, arising out of, or by virtue of any misrepresentation, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of the Company or Sellers, whether contained in this Agreement or any exhibit or schedule hereto or in any closing document delivered by the Company or Sellers to Purchaser in connection herewith (without regard to any materiality qualification contained in any such representation or warranty) to the extent such amount exceeds One Thousand dollars ($1,000.00) in the aggregate; (ii) any Damages arising at any time which arise out of or are connected with events or actions that occur on or prior to the Closing Date; and, (iii) without limiting the foregoing, any Taxes of the Company or the Sellers for any period prior to the Closing Date.