INDEMNIFICATION AND PAYMENT OF DAMAGES Sample Clauses
The Indemnification and Payment of Damages clause requires one party to compensate the other for losses, damages, or liabilities arising from specific actions or breaches outlined in the agreement. Typically, this clause obligates the indemnifying party to cover costs such as legal fees, settlements, or judgments if the other party is sued or suffers harm due to the indemnifier's conduct. Its core function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unexpected losses.
INDEMNIFICATION AND PAYMENT OF DAMAGES. Upon the effectiveness of the NorthStar Merger, the NorthStar stockholders, jointly and severally, shall be deemed to indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by the Acquired Companies in this Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by the Acquired Companies pursuant to this Agreement;
(b) any Breach of any representation or warranty made by the Acquired Companies in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 7.2(d)(vi) as having caused the condition specified in Section 7.2 not to be satisfied;
(c) any Breach by any Acquired Company of any covenant or obligation of such Acquired Company in this Agreement;
(d) any Breach by Seller Representative of any covenant or obligation of Seller Representative in this Agreement or any NorthStar Closing Document;
(e) any services provided by any Acquired Company prior to the Closing Date;
(f) any matter disclosed in Part 3.6 (NorthStar Loans USA) of the Disclosure Letter;
(g) any claim by a holder of a NorthStar Option with respect to treatment of such Option or the Option Notice or Option Consideration; or
(h) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES. Subject to Section 11.2(b), each Seller (the Sellers collectively, the "Indemnitors") shall severally and not jointly, indemnify and hold harmless Buyer and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer's Indemnified Persons") for, and shall severally, and not jointly, pay to the Buyer's Indemnified Persons:
(i) such Seller's Pro Rata Share of any and all Damages, arising, directly or indirectly, as a result of any Breach of any representation or warranty made by the Company in this Agreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materiality), the Disclosure Letter or any other certificate or document delivered by the Company at the Closing pursuant to this Agreement, or any Breach by the Company of any covenant or obligation of the Company in this Agreement;
(ii) any and all Damages, arising, directly or indirectly, as a result of a Breach of any representation or warranty made by such Seller in this Agreement, or any other certificate or document delivered by such Seller at the Closing pursuant to this Agreement or any Breach by such Seller of any covenant or obligation of such Seller in this Agreement;
(iii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Seller (or any Person acting on its behalf) in connection with the Contemplated Transactions; or
(iv) such Seller's Pro Rata Share of any Taxes of the Company or its Subsidiaries for which Sellers are liable under Section 7.1 and such Seller's Pro Rata Share of any Taxes for which Sellers are liable under Section 7.4.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY TGI......................24 9.4 ESCROW.............................................................24 9.5 PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS.................24 9.6 PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS........................26 9.7
INDEMNIFICATION AND PAYMENT OF DAMAGES. Each party, respectively, will indemnify and hold harmless the other party and its shareholders, affiliates, officers, directors, employees, representatives and agents (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons, the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising directly or indirectly, from or in connection with:
11.1.1. Any breach ("Breach," defined as including but not limited to any material misrepresentation or omission of material information or that any representations or warranties are untrue as provided herein) of any representations or warranties made by a party to this Agreement or any other agreement, document or certificate delivered pursuant to this Agreement, including any Breach as if any such representations or warranties were made on and as of the Closing Date or afterwards, if applicable, unless otherwise disclosed to the Indemnified Person and to which the Indemnified Person agrees in writing before Closing;
11.1.2. Any Breach by a party to this Agreement of any covenant or obligation of such party in this Agreement or any agreement made part of this Agreement;
11.1.3. Any services provided by Seller prior to the Closing Date;
11.1.4. Any claim by any person for brokerage or finder's fees or commissions in connection with this Agreement or the transactions provided in this Agreement as a result of any agreement, arrangement or understanding as to which Seller was a party. The remedies provided in this Section 11.1 will not be exclusive of or limit any other remedies that may be available to the Indemnified Persons.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY SELLER-- ENVIRONMENTAL MATTERS In addition to the provisions of Section 10.2, Seller will indemnify and hold harmless Buyer, the Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including costs of Cleanup, containment, or other remediation) resulting from: any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or any Acquired Company has or had an interest, or (B) any Hazardous Materials that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or (ii) (A) any Hazardous Materials, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by Seller or any Acquired Company, or by any Person for whose conduct they are responsible at any time on or prior to the Closing Date, (B) any Hazardous Activities that were, or were allegedly, conducted by Seller or any Acquired Company or by any Person for whose conduct they are responsible; or any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of any Acquired Company or by any Person for whose conduct they are responsible in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies prior to the Closing Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present on any other property, if such Hazardous Material emanated from any of the Facilities and was present on any of the Facilities on or prior to the Closing Date) or (ii) Released by Seller or allegedly Released by Seller or any Acquired Company or by any Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing Date. Seller w...
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY INVESTOR Investor will indemnify and hold harmless Seller and HEICO, and will pay to Seller, HEICO and their respective representatives, stockholders, controlling persons and Affiliates ("Seller Indemnified Persons") the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Investor in this Agreement or in any certificate delivered by Investor pursuant to this Agreement, and (b) any Breach by Investor of any covenant or obligation of Investor in this Agreement. The remedies provided in this Section 5.3 will be the exclusive remedies that will be available to Seller and HEICO or the Seller Indemnified Persons pursuant to this Agreement.
INDEMNIFICATION AND PAYMENT OF DAMAGES. The Buyer and the Parent shall jointly and severally indemnify and hold harmless the Sellers, and shall pay to the Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (i) any Breach of any representation or warranty made by the Buyer or the Parent in this Agreement (without giving effect to any standard of materiality) or in any certificate delivered by the Buyer or the Parent, as applicable, pursuant to this Agreement, (ii) any Breach by the Buyer or the Parent of any covenant or obligation of Buyer or the Parent, as applicable, in this Agreement, or (iii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY SELLER From and after the Closing, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, employees, stockholders, and members (collectively, the "Buyer Indemnified Persons") for, and shall pay to each Buyer Indemnified Person the amount of, any Liabilities and/or judgments (including reasonable legal, accounting and other professional fees and expenses and court costs) (collectively, "Damages") incurred or suffered by such Buyer Indemnified Person, directly or indirectly (whether or not due to a Third Party Claim), arising out of, resulting from or relating to (a) any Breach by Seller of any representation or warranty made by Seller in this Agreement, (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement, or (c) any Excluded Liability; provided, however, that notwithstanding the foregoing, (i) Seller's exclusive obligations to indemnify, defend and hold harmless the Buyer Indemnified Persons for any such Damages arising out of or relating to the Inventory Seed including, without limitation, with respect to a breach of Section 3.14) shall be as set forth in Section 9.8, and (ii) Seller's exclusive obligations to indemnify, defend and hold harmless the Buyer Indemnified Persons for any such Damages arising out of or relating to Pre-Closing Environmental Conditions shall be as set forth in Section 9.9.
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY TGI............23 9.4
INDEMNIFICATION AND PAYMENT OF DAMAGES. BY ▇▇▇▇▇ AND THE ▇▇▇▇▇ PRACTICE. ▇▇▇▇▇ and the ▇▇▇▇▇ Practice, jointly and severally, will indemnify and hold harmless the ECCA Indemnified Persons and the Vision 21 Indemnified Persons for, and will pay to the ECCA Indemnified Persons and the Vision 21 Indemnified Persons the amount of any Damages, arising, directly or indirectly, from or in connection with any breach of (i) any representation or warranty made by ▇▇▇▇▇ or the ▇▇▇▇▇ Practice in this Agreement or any schedule attached hereto, or any other certificate or document delivered by ▇▇▇▇▇ or the ▇▇▇▇▇ Practice pursuant to this Agreement or (ii) any covenant or obligation of ▇▇▇▇▇ or the ▇▇▇▇▇ Practice in this Agreement or any document executed pursuant to this Agreement. 5.09 RELEASE BY VISION 21, BLOCK VISION, MEC, VISION 21-TAMPA BAY, VISION 21-WISCONSIN AND TCOL. Vision 21, BlockVision, MEC, Vision 21-Wisconsin and TCOL and their respective successors and assigns do hereby release and forever discharge each of ECCA Companies and their respective officers, directors, shareholders, partners, agents, employees, affiliated entities, affiliated professionals, successors and assigns, of and from any and all claims, demands, liabilities, costs, expenses, actions and causes of action of whatsoever kind or nature, whether in law or equity, from the beginning of time to the date of this Agreement, which Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin and TCOL may have or claim to have, whether known to them or not, against any of the ECCA Companies with respect to (i) the rental amounts due and other obligations under the Sublease Agreements, the termination of the Sublease Agreements and the continued occupancy of the Optometric Premises through the applicable Transition Dates, (ii) the amounts due with respect to the Promissory Notes or the Trademark License Agreement, (iii) the Strategic Alliance Agreement, and (iv) the liabilities and obligations owed by ECCA to any of the Vision 21 Companies under the Optical Technician Letter Agreement. Notwithstanding the foregoing, the Parties acknowledge that the foregoing release is a specific release and in no event shall such release apply to (i) the obligations and duties under this Agreement, (ii) any claims that Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin or TCOL may have against an ECCA Company, or obligations of any of the ECCA Companies, arising out of a claim or action by a Person who is not a party to t...