Indemnification by Seller and the Shareholders. Subject to the limitations set forth in SECTION 7.4, Seller, Kilat and each of the Shareholders, jointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless Buyer, and each of Buyer's officers, directors, employees, counsel, successors, assigns, and legal representatives (Buyer and such persons are collectively referred to as the "BUYER'S INDEMNIFIED PERSONS") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any inaccuracy in any representation or warranty of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document to be delivered by Seller, Kilat or the Shareholders pursuant hereto. With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Persons, within thirty (30) days after notification from Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and the Shareholders shall, at no cost or expense to Buyer's Indemnified Persons, diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and the Shareholders, Seller, Kilat and the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence. Buyer shall be entitled to offset against any amounts owed by Buyer to Seller, Kilat or the Shareholders under any Transaction Agreement any amounts owed by Seller, Kilat or the Shareholders, re...
Indemnification by Seller and the Shareholders. Seller and each of the Shareholders, jointly and severally, agrees to defend, indemnify, and hold harmless Buyer, its officers, directors, agents, employees, and affiliates, against and in respect of any and all causes of action, claims, losses, liabilities, liens, damages, costs and expenses (including attorneys' fees) incurred or resulting from:
Indemnification by Seller and the Shareholders. Subject to the limitation on indemnification in Sections 8.6 and 8.7, Seller and the Shareholders, jointly and severally (collectively the “Seller Parties”), agree to defend, indemnify and hold harmless Buyer, and its officers, shareholders, directors, divisions, subdivisions, affiliates, parent, employees and agents (collectively the “Buyer Parties”) and the Assets from and against all losses, claims, actions, causes of action, damages, liabilities, penalties, interest, expenses and other costs of any kind or amount whatsoever (including, without limitation, reasonable attorneys’ and accountants’ fees and other expenses), whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, which result from or arise out of any:
Indemnification by Seller and the Shareholders. Seller and the Shareholders shall, jointly and severally, defend and hold harmless Buyer and its Affiliates and each of their officers, directors, employees, stockholders, members, partners and agents, and the successors to the foregoing (and their respective Affiliates' officers, directors, employees, stockholders, members, partners, and agents) (each a "Buyer Indemnified Party") from and against any and all liabilities, damages, and losses, including, without limitation, diminution in the value of the Purchased Assets, lost profits and other consequential damages, punitive damages, and all costs and expenses, including, without limitation, reasonable attorneys' and consultants' fees and expenses ("Damages") incurred or suffered as a result of or arising out of (i) the inaccuracy of any representation or warranty made by Seller or the Shareholders in this Agreement or in any certificate or other writing delivered by Seller or any Shareholder pursuant hereto or in connection herewith, (ii) the breach of any covenant or agreement made or to be performed by Seller or any Shareholder pursuant to this Agreement, (iii) any attempt (whether or not successful) by any Person to cause or require any Buyer Indemnified Party to pay or perform, any liability or obligation of, or any claim against, Seller of any kind other than the Assumed Liabilities, or (iv) any claim relating to the transactions contemplated by this Agreement asserted against a Buyer Indemnified Party by a party to a contract or relationship with Seller (other than a transferred Contract) prior to the Closing.
Indemnification by Seller and the Shareholders. Subject to the conditions and provisions of Section 12.05, Seller and the Shareholders, jointly and severally, agree to pay and to indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, imposed upon or incurred by the Buyer Indemnitees, directly or indirectly (hereinafter a "Loss" or "Losses"), by reason of or resulting from (a) any misrepresentation or breach of the representations and warranties of Seller or the Shareholders contained in or made pursuant to this Agreement; (b) any noncompliance with any covenants, agreements or undertakings of Seller or the Shareholders contained in or made pursuant to this Agreement; (c) without limiting any of the foregoing, each of the matters described or which were required to have been described on Schedule 3.03.; (d) without limiting the generality of the foregoing, any violation of law or breach of fiduciary duty or other obligation (other than Buyer's Health Plan Obligation and Buyer's COBRA Obligation) with respect to any plan or arrangement assumed by Buyer or LLC pursuant to Section 6.02 that occurred prior to the Effective Time, or (e) any environmental liability arising out of, relating to, or resulting from operations of the Business or the Assets prior to the Effective Time, regardless of whether the matter is described or disclosed on Schedule 3.14(c), provided that any claim for indemnification under this Section 12.02(e) must be made on or prior to July 4, 2002. In the event of any indemnification of Buyer pursuant to this Section 12.02, Buyer shall be entitled, in addition to its rights and remedies at law or in equity as set forth in Section 12.06, to deduct the amount of such indemnification from any payment due or otherwise made or to be made to Seller or the Shareholders in connection with this Agreement or the transactions contemplated hereby.
Indemnification by Seller and the Shareholders. (a) Seller and the Shareholders shall indemnify and hold harmless Buyer and Probex and each director, officer, employee, agent and affiliate of Buyer and Probex (each, a "Buyer Indemnified Party"), from and against, and agree promptly to defend each Buyer Indemnified Party from and reimburse each Buyer Indemnified Party for, any and all actions, suits, proceedings (including any investigations or inquiries), losses, damages, costs, expenses, liabilities, obligations and claims of any kind or nature whatsoever which may be incurred by or asserted against or involve a Buyer Indemnified Party, whether or not disclosed, including, without limitation, reasonable attorneys' fees and other legal costs and expenses ("Buyer's Losses"), arising out of or in any way relating to:
Indemnification by Seller and the Shareholders. Seller and the Shareholders shall, jointly and severally, indemnify and hold harmless at all times Buyer and its stockholders, directors, officers, employees, agents and assigns, from and against any Damages (as hereinafter defined) resulting from: (i) any inaccurate representation made by Seller or any Shareholder in, pursuant to or under this Agreement or any Transaction Document; (ii) any breach of any warranty made by Seller or any Shareholder in, pursuant to or under this Agreement or any Transaction Document; (iii) any breach or default in the performance by Seller or any Shareholder of any of the covenants to be performed by Seller or any Shareholder hereunder or in any Transaction Document; and (iv) any Closing Date Liabilities.
Indemnification by Seller and the Shareholders. Seller and the Shareholders hereby jointly and severally agree to indemnify, defend and hold Buyer harmless from and against any Losses (defined below) in respect of the following:
Indemnification by Seller and the Shareholders. Seller and the Shareholders, jointly and severally, shall indemnify, defend and hold harmless Buyer and its officers, directors, shareholders, employees, agents and affiliates (collectively, all such indemnitees are referred to in this section as "Buyer") against and in respect of any and all claims, demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor) that Buyer may incur or suffer arising out of or based upon the breach by Seller or the Shareholders of any of their respective representations, warranties, covenants or agreements contained or incorporated in this Agreement or any agreement, certificate or document executed and delivered to Buyer by Seller in connection with the transactions hereunder. The indemnification provided for under this Section 8.2, as it relates to breaches of Seller's and the Shareholders' representations, warranties, covenants and agreements contained herein, shall specifically be interpreted to mean and include the following occurrences for which Seller and the Shareholders shall be liable pursuant hereto: (i) occurrences prior to the Effective Time (that result in any such breach giving rise to indemnification hereunder), regardless of when the claim is made or the loss is booked; and (ii) any nonpayment of an account receivable of Seller as of the Effective Time that is subsequently written off (after good faith, diligent efforts to collect such receivable by September 30, 1997), but only to the extent that the aggregate amount of such accounts receivable so written off exceed the reserve for doubtful accounts reflected on the Final Balance Sheet of Seller as described in Section 2.7(a)(i).
Indemnification by Seller and the Shareholders. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, each of Seller and Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer, and its respective officers, directors, employees, agents and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitee shall incur or suffer, which arise, result from or relate to (I) any breach of, or failure by Seller or Shareholders to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by Seller or the Shareholders under this Agreement and (ii) the Retained Liabilities.
