Indemnification by Sellers Sample Clauses
The "Indemnification by Sellers" clause requires the sellers to compensate or reimburse the buyer for losses, damages, or liabilities that arise from specific breaches or issues related to the sale, such as misrepresentations or failure to fulfill contractual obligations. In practice, this means that if the buyer incurs costs due to the seller's actions or omissions—like undisclosed debts or legal claims—the seller must cover those expenses. This clause serves to protect the buyer from unforeseen risks and ensures that the seller remains accountable for their representations and conduct during the transaction.
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Indemnification by Sellers. (a) Subject to Article 11, Sellers, from and after Closing, shall indemnify and hold harmless Buyers, their Affiliates, and their respective equity holders, managers, members, officers, directors, principals, attorneys, agents, employees or other representatives (collectively, “Buyers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Buyers Indemnified Party incurs as a result of, or arising from, (i) the breach of any of the representations or warranties made by Sellers in this Agreement, (ii) any breach or non-fulfillment of any covenants or other agreements made by Sellers in this Agreement, (iii) any of the Excluded Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Sellers or its officers, directors, members, shareholders, employees, agents and independent contractors;
(b) Sellers will have no obligation to indemnify the Buyers Indemnified Parties pursuant to Section 11.1(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by the Buyers Indemnified Parties exceeds $700,000, in which event the Buyers Indemnified Parties shall be entitled to seek indemnification under Section 11.1(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 4.1 (Organization; Capacity), Section 4.2 (Authorization; Noncontravention), and Section 4.4 (Title) (collectively, “Sellers Fundamental Representations”). For the avoidance of doubt, claims for indemnification pursuant to Sections 11.1(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth above in this Section 11.1(b); however, such claims shall be subject to indemnification only when the amount of such claims in the aggregate exceeds $20,000 at which point the right to be indemnified shall apply to all claims from the first dollar; and
(c) Sellers’ aggregate liability in respect of claims for indemnification pursuant to Sections 11.1(a)(i) and 11.1(a)(ii) will not exceed an amount equal to the product of (x) twenty percent (20%) times (y) the Purchase Price (the “20% Cap”) for its breach of representations, warranties and covenants other than the Sellers Fundamental Representations; ...
Indemnification by Sellers. (a) Each Seller shall, severally and not jointly, indemnify and hold harmless Purchaser, the Company, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns from and against any Loss incurred or suffered by such Person as a result of, arising from or in connection with (i) a breach by such Seller of any representation, warranty, or covenant made by such Seller in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d).
(b) Except for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization.
(c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does...
Indemnification by Sellers. Subject to the conditions and provisions of SECTION 12.4, Sellers agree to indemnify, defend and hold harmless Buyer and Buyer's respective directors, officers, managers and employees ("Buyer Indemnified Parties") from and against and in respect of any and all Losses, asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Parties, directly or indirectly, by reason of or resulting from (a) any liability or obligation of or claim against Buyer Indemnified Parties (whether absolute, accrued, contingent or otherwise and whether a contractual or any other type of liability or obligation or claim) not expressly assumed by Buyer pursuant to SECTION 2.6, arising out of, relating to or resulting from the businesses of Sellers, or relating to or resulting from the Assets or the business and operations of the Station during the period prior to the Closing Date; (b) any misrepresentation or breach of the warranties of Sellers contained in or made pursuant to any Transaction Document; (c) any noncompliance by Sellers with any covenants, agreements or undertakings of Sellers contained in or made pursuant to any Transaction Document including without limitation any failure to comply with applicable Bulk Sales laws; (d) any employment related practices, policies, Contracts, decisions, actions or omissions by Sellers with respect to any of Sellers' employees or former employees or otherwise with respect to any employee benefit plan or arrangement sponsored or maintained by Sellers or any Affiliate of Sellers or; (e) any breach by Sellers of any Scheduled Contract; (f) any pre-closing breach by Sellers of either (x) any Contract assumed by Buyer pursuant to SECTION 2.6(B) (III) or (y) any Additional Agreement that constitutes an Assumed Liability.
Indemnification by Sellers. (a) Each Seller shall indemnify and defend Buyer and its Affiliates (including, following the Closing, the Acquired Company and its Subsidiary) and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:
(i) the failure of any representation and warranty by any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement, to be true and correct in all respects as of the date of this Agreement;
(ii) any breach of any covenant or agreement of any Seller contained in this Agreement, the Seller Disclosure Schedule, or any certificate or other document furnished to Buyer in connection with the transactions contemplated by this Agreement;
(iii) any fees, expenses or other payments incurred or owed by any Seller, the Acquired Company or its Subsidiary to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the transactions contemplated by this Agreement.
(b) Sellers shall not be liable for any Loss or Losses pursuant to Section 10.2(a)(i) (“Buyer Warranty Losses”) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $100,000, in which event Seller shall be liable for such Buyer Warranty Losses from the first dollar; provided that nothing contained in this Section 10.2(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of warranty hereunder.
(c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Sellers regarding risk allocation with respect to Losses and other matters. By agreeing to these provisions, none of Sellers, the Acquired Company nor its Subsidiary are acknowledging any wrongdoing or liability with respect to any matter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to any Seller, the Acquired Company or its Subsidiary with respect to any Third Party Claims.
Indemnification by Sellers. The Sellers agree to severally and jointly indemnify and hold harmless each Buyer Indemnified Party, from and against any and all Losses to the extent such Losses result from, arise out of or are based upon: (i) any representation made by such Seller in Section 3 hereof that is false, untrue or inaccurate when made (or when deemed to have been made) by such Seller or the Breach of any warranty made by such Seller in Section 3 hereof (provided, however, that, with respect to the representations (excluding Section 3.9) qualified by materiality, Material Adverse Change or similar qualifications, no Breach thereof shall be deemed to have occurred if the Losses resulting therefrom can be measured adequately or reasonably estimated in monetary terms and do not exceed, individually or in the aggregate, US$2,000,000; provided, further, that if the Losses resulting from such Breaches cannot be measured adequately or reasonably estimated in monetary terms, the foregoing proviso shall not apply to such Breaches); (ii) any Breach by such Seller of any of its respective covenants or agreements in this Agreement or pursuant hereto; (iii) any Losses of any Buyer Indemnified Party resulting from, arising out of or based upon the AMC Credit Agreement or any agreement, document or instrument relating thereto; (iv) without duplication of any amounts accounted for under Sections 2.2 and 2.3, any Inbursa Additional Amount if neither the Inbursa Amendment or Waiver nor the Inbursa Payoff Letter are delivered prior to the Closing Date for any reason whatsoever, and (v) any Taxes imposed on, asserted against, incurred by or paid by Symphony as a result of or in connection with the actions taken or omissions by Sellers and their affiliates in connection with Seller Structuring Transactions (irrespective of whether such Taxes are properly or legally imposed or asserted).
Indemnification by Sellers. If any Registrable Securities are included in any registration statement filed pursuant to this Section 17, each prospective seller of such securities shall indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 17.6) each underwriter, each Person who controls such underwriter within the meaning of the 1933 Act, VPI, each director of VPI, each officer of VPI, VPI's agents and attorneys and each other Person, if any, who controls VPI within the meaning of the 1933 Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, VPI or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by Sellers. Subject to the limitations contained in this Article 10, Sellers, jointly and severally, shall indemnify and hold KCS, the Surviving Company and each of their Subsidiaries, and each of their respective officers, directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, arising out of, or due to, directly or indirectly, any of the following:
(a) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and
(b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of ...
Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings 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 Holdings 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 Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;
(b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller;
(c) any breach or non-fulfillment of any covenant, agreement or obligation ...
Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VII, Sellers shall indemnify and defend each Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns (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 Sellers contained in this Agreement, the other Transaction Documents or in any certificate delivered by Sellers 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 material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers 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 any 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 Sellers. (a) If the Closing occurs, subject to the terms and conditions of this Section 6.2, including without limitation the limits on indemnity set forth in Section 6.2(d) hereof, Sellers, jointly and severally, shall on an after-tax basis indemnify and hold harmless Buyer and its Affiliates (including the Alaska Entities after the Closing) and their respective controlling persons, officers, directors and representatives (individually, "Buyer Indemnitee" and collectively, "Buyer Indemnities") from, and will pay to any Buyer Indemnitee the amount (net of any proceeds received by the Buyer Indemnities from any form of insurance, indemnity or other source of reimbursement, or other offsets or benefits, including tax benefits, obtained) of, any loss, liability, claim, judgment, damage, cost or expense (including, without limitation, interest, penalties, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) or diminution in value, whether or not involving a third-party claim (collectively, "Losses"), arising, directly or indirectly from or in connection with:
(i) any breach or violation of any representation or warranty of any Seller contained in this Agreement as of the date such representation or warranty is made or deemed made under Section 8.1 (other than those contained in Section 3.19 hereof, which are solely covered by Section 6.2(b) below) or a material breach of any agreement or covenant or any material failure of any Seller to perform any of its obligations under this Agreement; and
(ii) any Losses resulting from any liability of any of the Alaska Entities (A) for any Taxes of Sellers, the Alaska Entities and their Affiliates with respect to any Tax period or portion thereof ending on or before August 31, 1998 (or for any Tax period beginning before and ending after August 31, 1998 to the extent allocable (determined in a manner consistent with Section 7) to the portion of such period beginning before and ending on August 31, 1998) to the extent such Taxes are not reflected in the Net Working Capital of the Alaska Entities as of August 31, 1998, (B) any Taxes payable as a result of the Section 338(h)(10) Election (as hereinafter defined)),(C) for the unpaid Taxes of any Person (other than any of the Alaska Entities) under Reg. ss. 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise and (D) for any Taxes attributable to any deferre...