Indemnification by Seller Sample Clauses
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Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from:
(i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement;
(ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan;
(iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so;
(iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread;
(v) Any breach by Seller of the Asset Purchase Agreement; and
(vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above;
01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not re...
Indemnification by Seller. From and after the Closing, Seller shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) (“Losses”) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in Sections 4.01, 4.02, 4.04 or 4.05 of this Agreement which survives the Closing, and (ii) any breach of any covenant of Seller contained in this Agreement requiring performance after the Closing Date. Notwithstanding the forgoing, (a) Seller shall not have any liability under clause (i) of this Section 9.01 unless the aggregate of all Losses for which Seller would be liable, but for this clause (a), exceeds on a cumulative basis an amount equal to $50,000.00, and then only to the extent of any such excess; (b) Seller shall not have any liability under clause (i) of this Section 9.01 for any individual item (or series of related items) where the Loss relating thereto is less than $10,000.00 and such` items shall not be aggregated for purposes of the foregoing clause (a) of this Section 9.01; (c) Seller shall not have any liability under clause (i) of this Section 9.01 for any breach of a representation or warranty if Purchaser had knowledge of such breach at the time of the Closing and such breach would have given rise to a failure to be satisfied of the condition to Purchaser’s obligations set forth in Section 3.01(a); (d) Seller’s liability under clause (i) of this Section 9.01 shall in no event exceed ten percent (10%) of the Base Purchase Price; and (e) Seller shall not have any liability under this Section 9.01 to the extent the liability or obligation arises as a result of (x) any action taken or omitted to be taken by Purchaser or any of its Affiliates or (y) any breach of a representation or warranty that is covered by a certificate delivered pursuant to Section 3.02(a) except to the extent Seller had knowledge that such representation or warranty was not true and correct in all material respects when made.
Indemnification by Seller. (a) Subject to the provisions of this Article VII, from and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, its Affiliates (including the Acquired Companies and Related Consolidated Entities after the Closing) and its and their respective Representatives (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all damages, losses (including reasonably foreseeable lost profits and future earnings), charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties, and costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) (collectively, “Losses”), actually incurred or suffered by any Buyer Indemnified Party relating to, arising out of, resulting from, with respect to or by reason of:
(i) the breach or inaccuracy of any representation or warranty made in Article III (or the certificate delivered pursuant to Section 6.3(a)(iii) by or on behalf of Seller at or prior to the Closing) that is not (A) a Seller Fundamental Representation or (B) a representation or warranty made in Section 3.20 (Taxes);
(ii) the breach or inaccuracy of any Seller Fundamental Representation (or the certificate delivered pursuant to Section 6.3(a)(iii) by or on behalf of Seller at or prior to the Closing with respect thereto);
(iii) the breach or inaccuracy of any representation or warranty made in Section 3.20 (Taxes) (or the certificate delivered pursuant to Section 6.3(a)(iii) by or on behalf of Seller at or prior to the Closing with respect thereto);
(iv) any Acquired Companies Indebtedness or Unpaid Transaction Expenses not properly disclosed and included in the calculation of Acquired Companies Indebtedness, Unpaid Transaction Expenses, or Net Working Capital;
(v) the amount of any non-ordinary course adjustments made to capitation payments prior to, at or after the Closing from Payors to Seller or any Acquired Companies or Related Consolidated Entities by such Payors, CMS, or its contractors pursuant to an audit or claim brought by such Payors, CMS, or its contractors, as a result of or related to the billing or coding practices of Seller or any of the Acquired Companies or Related Consolidated Entities or their respective employees or employed or contracted Providers, including any adverse impact on management fees to be paid to the Acquired Companies and Related Consolidated Entities after the Closi...
Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser and shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's fees) or diminution of value (collectively, "Damages") arising from or in connection with:
(a) any inaccuracy in any of the representations and warranties of Seller in this Agreement or in any certificate delivered by Seller pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty);
(b) any failure by Seller to perform or comply with any agreement made by it under this Agreement;
(c) any operations or business conducted, commitment made, service rendered or condition existing or any action taken or omitted by or on behalf of Seller, except for any claims for which Purchaser is required to indemnify Seller pursuant to Section 7.2 herein;
(d) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; and
(e) Seller's failure to comply with the "Bulk Sales Laws" under the Uniform Commercial Code; provided, however, that (i) Seller shall have no obligation to indemnify Purchaser for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Seller' aggregate liability for Damages shall in no event exceed the Purchase Consideration, and (iii) Seller shall have no obligation to indemnify Purchaser for any claims made by Purchaser under this Section 7.1 after twenty four (24) months after the Closing Date.
Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, Seller shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer 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 Buyer 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 Seller contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller 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 Seller pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement;
(c) any Excluded Asset or any Excluded Liability; or
(d) any Third-Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.
Indemnification by Seller. From and after the Closing, Seller shall indemnify and hold harmless Purchaser and its stockholders, directors, officers, employees, agents, accountants, attorneys, successors and assigns from and against any and all damages, judgments, actions, claims, demands, losses, liabilities, costs and expenses (collectively, "LOSSES"), including but not limited to reasonable costs of investigation and legal and accounting fees and expenses, which may arise out of (i) any of debts, liabilities or obligations of Seller other than the Assumed Liabilities; (ii) any breach of any of Seller's Surviving Representations and Warranties or any inaccuracy or misrepresentation in any certificate delivered in accordance with the terms of this Agreement by or on behalf of Seller at or prior to the Closing; (iii) any breach of any covenant of Seller made in this Agreement or any other Transaction Document; (iv) the ownership, operation or conduct of Seller's assets (including the Purchased Assets) or business (including the NetCure Business) prior to the Closing Date; (v) any income, gains, transfer or other tax liabilities or obligations (including any tax liabilities required to be paid through any withholding obligations) arising from this Agreement or the consummation of the transactions contemplated hereby; (vi) any claim or action asserted by any third party arising out of or in connection with (A) any event, act or omission by Seller or any Affiliate or agent of Seller occurring prior to the Closing Date or (B) the ownership, operation or conduct of Seller's assets (including the Purchased Assets) or business (including the NetCure Business) prior to the Closing Date, other than the Assumed Liabilities; (vii) the failure to obtain any of the Seller Consents at or prior the Closing, whether or not Purchaser waives, in whole or in part, the condition precedent to its obligations to consummate the transactions contemplated by this Agreement set forth in Section 5.4; or (viii) any severance, bonus, vacation and/or other employment-related claims that any of the Designated Employees may have under (A) any applicable contracts between such Designated Employee and Seller, including without limitation the contracts listed in Section 2.9 of the Disclosure Schedule or (B) any applicable statutory laws, including without limitation the laws of United States and United Kingdom, in connection with the transactions contemplated herein or Designated Employee's relationship with Seller.
Indemnification by Seller. (a) From and after the Closing, the Seller Group agrees, jointly and severally, to indemnify, defend and hold Buyer, each of its Affiliates (including the Sold Companies after the Closing) and each of their respective Representatives and Affiliates (the “Buyer Indemnified Persons”) harmless from and in respect of and shall compensate and reimburse each of the Buyer Indemnified Persons for any and all Losses, other than Losses taken into account in calculating the Final Purchase Price Elements, that they may incur arising out of or resulting from:
(i) any breach of any representations or warranties of Seller set forth in ARTICLE III or Exhibit A hereto as of the date of this Agreement ((x) except in the cases of Section 3.6, Section 3.16(a) and the definition of “Material Contracts” for purposes of clause (i) of Section 3.17(b), without giving effect to references to any “Material Adverse Effect” or other materiality qualification contained or incorporated directly or indirectly in such representations and warranties for purposes of determining any such breach or the calculation of Losses that the Buyer Indemnified Persons may incur arising out of or resulting from any such breach, (y) in the cases of Section 3.6, Section 3.16(a) and the definition of “Material Contracts” for purposes of clause (i) of Section 3.17(b), without giving effect to references to any “Material Adverse Effect” or other materiality qualification contained or incorporated directly or indirectly in such representations and warranties solely for purposes of determining the calculation of Losses that the Buyer Indemnified Persons may incur arising out of or resulting from any such breach and not for purposes of determining any such breach and (z) in the case of Section 3.13(g), without giving effect to the reference to “Knowledge of the Seller”); provided, that this Section 8.2(a)(i) shall not apply to any Losses arising out of or resulting from a breach of any Seller IP Rep if such Losses arise out of or result from third party claims or third party counterclaims in connection with, or as a result of, any claims first made against such third parties by Buyer or any of its Affiliates (including, after the Closing, the Sold Companies).
(ii) any breach of any representations or warranties of Seller set forth in ARTICLE III, Exhibit A hereto or the certificate delivered by or on behalf of Seller pursuant to Section 6.2(c) on and as of the Closing Date ((x) except in the cases of Section 3....
Indemnification by Seller. (a) (i) Subject to this Article XI, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its Affiliates and their respective owners, officers, directors, employees, agents, successors and assigns (including, after the Closing Date, the Target Companies) (collectively, the “Buyer Indemnified Parties”) from and against any Covered Losses suffered by any such Buyer Indemnified Party resulting from or arising out of: (A) the failure of any Fundamental Representations to be true and correct on and as of the Closing Date (or with respect to any Fundamental Representations made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); (B) the failure of any Tax Representations to be true and correct on and as of the Closing Date (or with respect to Tax Representations made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); (C) the failure of any representation or warranty set forth in Article IV (other than any Seller Fundamental Representations) to be true and correct as of the Closing Date (or with respect to any such representation or warranty made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Seller Fraudulent Misrepresentation; (D) the failure of any representation or warranty set forth in Article III to be true and correct as of the Closing Date (or with respect to any such representation or warranty made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Company Fraudulent Misrepresentation; (E) any nonfulfillment or breach of any Post-Closing Covenant made by the Seller in this Agreement or (F) any Applicable Proceeding.
Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with:
(i) any breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy;
(ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller;
(iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon.
(iv) any Excluded Liability; and
(v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply.
(b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.
(c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.
Indemnification by Seller. (a) Seller will indemnify, defend, save and hold each of Buyer and GTI and any of their Affiliates (including after the Closing, the Company and any Company Subsidiary) and any of its and their respective directors, officers, employees or agents (the "GTI Affiliates") harmless from and against any and all damage, liability, loss, penalty, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses, consultants' and investigators' fees and expenses and other costs and expenses incident to any suit, action or proceeding) actually incurred or sustained by Buyer, GTI or any GTI Affiliate which shall arise out of or result from (a) any breach of any representation and warranty given or made by Seller in Article III herein or in any certificate delivered under this Agreement, or (b) the noncompliance with or nonperformance of any agreement, obligation or covenant of Seller under this Agreement, provided that
(i) none of Buyer, GTI or any GTI Affiliate shall be entitled to recover any amount under this Section 9.1(a) unless and until the aggregate amount which the Buyer, GTI and the GTI Affiliates are entitled to recover in respect of any claim for indemnification exceeds US$2,750,000 (or the equivalent thereof in any other currency), in which event the entire amount of such claims shall be recoverable;
(ii) individual claims less than US$250,000 (or the equivalent thereof in any other currency) may be not aggregated for the purposes of reaching the US$2,750,000 threshold;
(iii) Seller shall have no liability in respect of any claim unless written notice describing the nature of such claim shall have been given to Seller by GTI in accordance with Section 11.10 within the survival period specified in Section 11.4;
(iv) Seller shall have no liability in respect of any claim to the extent that it arose or is increased as a direct result of an increase in rates of any Tax implemented on or after the Closing Date or the passing of any legislation after the Closing Date with retroactive effect;
(v) neither Buyer, nor GTI nor any GTI Affiliate shall be entitled to be paid in full more than once in respect of any claim arising out of the same subject matter; and
(vi) if any potential claim shall arise by reason of a liability which is contingent only, then Seller shall have no obligation to make any payment in respect of such claim until such time as the contingent liability ceases to be con...