Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or (c) any Assumed Liability.
Appears in 5 contracts
Sources: Asset Purchase Agreement (P&f Industries Inc), Asset Purchase Agreement (P&f Industries Inc), Asset Purchase Agreement (P&f Industries Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 5 contracts
Sources: Membership Interest Purchase Agreement (Us Energy Corp), Stock Purchase Agreement (NI Holdings, Inc.), Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Singing Machine Co Inc), Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement (Crown Electrokinetics Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 4 contracts
Sources: Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Sg Blocks, Inc.), Asset Purchase Agreement (P&f Industries Inc), Asset Purchase Agreement (RMR Industrials, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitybreach of Article VI shall be pursuant to Article VI).
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Big Sky Productions, Inc.), Membership Interest Purchase Agreement (Global Partners Lp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify and defend each of Seller Company and its Affiliates and their respective Representatives (collectively, the “Seller Company Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Company Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach or alleged breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach breach, alleged breach, or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liabilityamounts owed under the IP License Agreement following the Closing Date of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Assignment Agreement (Xenetic Biosciences, Inc.), Assignment Agreement (Xenetic Biosciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, from and after the Closing, Buyer and Newpark shall indemnify jointly and severally indemnify, hold harmless and defend each of Seller and its Affiliates Affiliates, and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and on behalf of or reimburse each of them forSeller Indemnitees in respect of, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer or Newpark contained in this Agreement Article V or in any certificate or instrument delivered by or on behalf of Buyer or Newpark pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; and
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer or Newpark pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this AgreementAgreement (other than in respect of Section 4.16, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than any Assumed Liabilitybreach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any breach, violation or failure of Article VI shall be pursuant to Article VI).
Appears in 2 contracts
Sources: Share Exchange Agreement (Muliang Agritech, Inc.), Agreement and Plan of Reorganization (Development Capital Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives ((which shall exclude the Company and its Representatives) (collectively, the “Seller Indemnitees”)) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article XI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article XI).
Appears in 2 contracts
Sources: Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 2 contracts
Sources: Stock Purchase Agreement (Bio Key International Inc), Stock Purchase Agreement (Bio Key International Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach or alleged breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach breach, alleged breach, or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than any Assumed Liabilitybreach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII).
Appears in 2 contracts
Sources: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or;
(c) any Assumed Liability; or
(d) any Liability for Taxes of Buyer for any Post-Closing Tax Period.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIISection 8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement any Buyer Transaction Document or in any certificate or instrument delivered by or on behalf of Buyer to Seller pursuant to this AgreementSection 6.02(f), 6.02(g) or 6.02(i), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreementany Buyer Transaction Document (other than Section 7, it being understood that the sole remedy for any such breach thereof shall be pursuant to Section 7) ; or
(c) any Assumed LiabilityLoss arising from any access granted or testing conducted by Buyer or its Representatives pursuant to Section 4.02 (Access to Information) hereof.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Indemnification by Buyer. Subject From and after the Closing and subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify indemnify, hold harmless, reimburse and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, by the Seller Indemnitees based upon, arising out of, with respect to of or by reason ofresulting from:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or transfer instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 2 contracts
Sources: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Party and its respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the such Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Vertex Energy Inc.), Asset Purchase Agreement (Vertex Energy Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, including the limitations set forth in Section 8.05, Buyer and 4Front shall jointly and severally indemnify and defend each of Seller and its his Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer or 4Front contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer or 4Front pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer or 4Front pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest Purchase Agreement
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer RL Franchising and RL Canada shall jointly and severally indemnify and defend each of Seller and its the Sellers, their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, to the extent arising out of, with respect to of or by reason ofresulting from:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; orand/or
(c) any Assumed Liability.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Red Lion Hotels CORP)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer ▇▇▇▇▇ shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement Agreement, in any other Transaction Document or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the any Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer or Parent contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this AgreementAgreement (other than in respect of Section 4.11, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer or Parent pursuant to this AgreementAgreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or
(c) any Assumed Liability.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller the Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in Article V of this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to Article VI of this Agreement; or
Agreement (c) other than Article VII, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VII).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement (other than in respect of the Tax Representations, it being understood that the sole remedy for any such inaccuracy in or in any certificate or instrument delivered by or on behalf of Buyer breach thereof shall be pursuant to this AgreementArticle VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment fulfilment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than any Assumed Liabilitybreach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall jointly and severally indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Securities Purchase Agreement (Accel Entertainment, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) for purposes of determining if there is any such inaccuracy or breach and for purposes of calculating any Losses arising from such inaccuracy or breach, such representation and warranty shall be read as if it were not qualified by any concept of “material,” “materiality” or “Material Adverse Effect” or a similar qualification);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI); or
(c) any Assumed Liabilityamounts owed by the Seller or the Company to any broker, finder, investment banker or any other Person set forth in Schedule 4.05 of the Disclosure Schedules.
Appears in 1 contract
Sources: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate certificate, instrument or instrument agreement delivered to Seller by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI); or
(c) any Assumed LiabilityLiabilities arising out of the operation of the Company’s business after the Closing Date other than any Losses subject to the indemnification under Article VI or Section 8.02.
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VII, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VII).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement Agreement, in any other Transaction Document or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the any Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer ▇▇▇▇▇ shall indemnify and defend each of Seller and its Affiliates Seller, each Equity Holder and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
; or (b) any breach or non-fulfillment of any covenant, agreement covenant or obligation to be performed by Buyer pursuant to as expressly set forth in ARTICLE II, ARTICLE V, ARTICLE VI, this ARTICLE VII, or ARTICLE VIII of this Agreement; or
(c) any Assumed Liability.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hudson Technologies Inc /Ny)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Stock Purchase Agreement (Addvantage Technologies Group Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Parent and its Affiliates and their respective Representatives (collectively, the “Seller IndemniteesIndemnities”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees Indemnities based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this AgreementArticle IV, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI);
(c) the Assumed Liabilities; or
(cd) any Assumed LiabilityLiabilities arising from or related to the breach by Buyer or Target after Closing of any Multi-Use Contract, including, without limitation the termination of any such Contract.
Appears in 1 contract
Sources: Membership Interest and Asset Purchase Agreement (CONSOL Energy Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer B▇▇▇▇ shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Stock Purchase Agreement (American International Holdings Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI); or
(c) any Assumed Final Liability.
Appears in 1 contract
Sources: Stock Purchase Agreement (Spendsmart Networks, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment fulfilment of any covenant, agreement or obligation to be performed by Buyer or its applicable Affiliates pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Buyer or its applicable Affiliates pursuant to this Agreement or the other Transaction Documents; or
(c) any Assumed Liability.
Appears in 1 contract
Sources: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer ▇▇▇▇▇ shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) any Assumed Liabilityother than Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller and its his or her Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VII, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VII).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 1 contract
Sources: Stock Purchase Agreement (Brick Top Productions, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (cother than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI). And, if Buyer receives an indemnification payment from Seller under Section 8.02 in connection with a breach of the representation contained in Section 3.14(c) any Assumed Liabilityand Buyer or the Company subsequently receives payment on account of the relevant accounts receivable(s), Buyer shall reimburse to Seller the amount so received on account of the relevant accounts receivable(s).
Appears in 1 contract
Sources: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability, to the extent the Purchase Price was reduced on a dollar-for-dollar basis therefore if required pursuant to Section 2.05.
Appears in 1 contract
Sources: Asset Purchase Agreement (Smith Micro Software, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer or Parent contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this AgreementAgreement (other than in respect of Section 4.11, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer or Parent pursuant to this Agreement; or
Agreement (c) other than any Assumed Liabilitybreach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than any Assumed Liabilitybreach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE 8, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Affiliates and Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Buyer Parties contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Buyer Parties pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Buyer Parties pursuant to this Agreement; or
Agreement (c) other than ARTICLE 6, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE 6).
Appears in 1 contract
Sources: Stock Purchase and Contribution Agreement (Hydrofarm Holdings Group, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, from and after Closing, Buyer shall indemnify and defend the Sellers and their Affiliates and each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VII, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VII).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI); or
(c) any Assumed Liabilityliability of Sellers for post-closing obligations of the Company arising under any Sellers’ Guaranties (as described in Section 5.12 hereof).
Appears in 1 contract
Sources: Stock Purchase Agreement (Turning Point Brands, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify and defend each of Seller Parties and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VII, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VII).
Appears in 1 contract
Sources: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer B▇▇▇▇ shall indemnify and defend each of the Seller Parties and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify and defend each of Seller Sellers and its Optionholders and their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Affiliates and Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller Sellers and its their respective Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Imprimis Pharmaceuticals, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI); or
(c) any Assumed Liabilitythe conduct, ownership, or operation of the Company after Closing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Tattooed Chef, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE IX, Buyer shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VII, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VII).
Appears in 1 contract
Sources: Share Purchase Agreement (Super League Gaming, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its each Seller’s Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI and Section 5.02(f), it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI and Section 5.02(f)).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and Shareholder and his or its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI); orand
(c) any Assumed Liabilityliability of Shareholders for post-closing obligations of the Target Companies arising under any Shareholders' Guaranties (as described in Section 5.12).
Appears in 1 contract
Sources: Stock Purchase Agreement (Turning Point Brands, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement or the other Transaction Documents; or
(c) any Assumed Liability.
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; orAgreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI).
(c) For purposes of this Section 8.03, any Assumed Liabilityinaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer B▇▇▇▇ shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer B▇▇▇▇ shall indemnify and defend each of Seller and its Affiliates Sellers and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIIX, Buyer shall indemnify and defend each of Seller and its Affiliates of Sellers and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than Article VII, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VII); or
(c) any Assumed LiabilityFraud by or on behalf of Buyer in connection with or affecting this Agreement or the transactions contemplated hereby or by any Ancillary Document.
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (Wavedancer, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller the Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller "Sellers Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them holder Seller harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (NewAge, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement the Transaction Documents or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreementthe Transaction Documents, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
the Transaction Documents (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Stock Purchase Agreement (Security National Financial Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VII, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VII).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Legend Oil & Gas, Ltd.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (reAlpha Tech Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller Selling Stockholder and its Affiliates and their respective Representatives (collectively, the “Seller Selling Stockholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Selling Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, from and after Closing, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than any Assumed Liabilitybreach or non-fulfillments of any covenant, agreement or obligation in ARTICLE VI, it being understood that the sole remedy for any such breach or non-fulfillment thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIISection 9.2, Buyer shall indemnify and defend each of Seller Company and its Affiliates and their respective Representatives (collectively, the “Seller "Company Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Company Indemnitees based upon, arising out of, with respect to or by reason of:
(ai) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any the certificate or instrument delivered by or on behalf of Buyer pursuant to this AgreementSection 7.3(a), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(bii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Stock Purchase Agreement (First Bancshares Inc /MS/)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend Seller, each of Seller Member, and its their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Enservco Corp)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall will indemnify and defend each of Seller EWD and its Affiliates and their respective Representatives (collectively, the “Seller EWD Indemnitees”) against, and shall will hold each of them harmless from and against, and shall will pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller EWD Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; and
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof will be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller Sellers and its their Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVII , Buyer shall indemnify and defend each of the Seller and its his respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment fulfilment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; orAgreement (other than Article V, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article V).
(c) For purposes of this Article VII, any Assumed Liabilityinaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall will indemnify and defend each of Seller EWI and its Affiliates and their respective Representatives (collectively, the “Seller EWI Indemnitees”) against, and shall will hold each of them harmless from and against, and shall will pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller EWI Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; and
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof will be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VI, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than ARTICLE V, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE V) ; or
(c) any Assumed Liabilityfailure to comply with the covenants contained in Section 7.06(b) (for the avoidance of doubt, for the purposes of this Section 6.03(c), K▇▇▇▇ ▇▇▇▇▇▇ and W▇▇▇▇▇ Holdings shall be deemed to be Seller Indemnitees).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Sunworks, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment fulfilment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer B▇▇▇▇ shall indemnify and defend each of Seller Sellers and its Affiliates and their respective Representatives (collectively, the “Seller Sellers Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Sellers Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Fat Brands, Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, Buyer from and after Closing, ▇▇▇▇▇ shall indemnify and defend each of the Seller and its Affiliates Parties and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than ARTICLE VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to ARTICLE VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article ARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to to, or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Buyer pursuant to this AgreementAgreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI); or
(c) any Assumed LiabilityAny fraud of Buyer.
Appears in 1 contract
Sources: Share Purchase Agreement (Allied Motion Technologies Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates the Seller, the Stockholders and their respective Representatives Affiliates (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this AgreementAgreement or any Transaction Document;
(c) the use of Broker Council cash by Buyer; or
(cd) any Assumed Liability.
Appears in 1 contract
Indemnification by Buyer. Subject to the other terms and conditions of this Article VII10, Buyer shall indemnify and defend each of Seller and the Shareholder, its Affiliates and their respective Representatives (collectively, the “Seller Shareholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Shareholder Indemnitees based upon, arising out of, with respect to, relating to or by reason of:
(a) any a material inaccuracy in or material breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this AgreementSection 2.4(b) and Section 2.4(c), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) any a breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article 8, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article 8).
Appears in 1 contract
Sources: Stock Purchase Agreement (Charge Enterprises, Inc.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer B▇▇▇▇ shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “"Seller Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) a. any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) b. any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Acquisition Agreement (APPlife Digital Solutions Inc)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIVIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) a. any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or
(b) b. any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
Agreement (c) other than Article VI, it being understood that the sole remedy for any Assumed Liabilitysuch breach thereof shall be pursuant to Article VI).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (XLR Medical Corp.)
Indemnification by Buyer. Subject to the other terms and conditions of this Article VIIARTICLE VIII, and provided that Seller provide written notice to Buyer of Losses for which indemnification is required herein prior to the expiration of the applicable survival period set forth in Section 8.01, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or
(c) any Assumed Liability.
Appears in 1 contract
Sources: Asset Purchase Agreement (Innovative Food Holdings Inc)