Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
Indemnification of Buyer. Except as provided in Section 8.4, Seller shall indemnify and hold harmless Buyer and each officer, director and Affiliate of Buyer, including without limitation, the Company or any successor of the Company (collectively, the “Buyer Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the “Indemnifiable Costs”), which any of Buyer Indemnified Parties may sustain, or to which any of Buyer Indemnified Parties may be subjected, arising out of (1) any misrepresentation, breach or default by Seller or the Company of any of the representations, covenants, conditions, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith by Seller or the Company (provided that, solely for purposes of determining the amount of Indemnifiable Costs suffered by Buyer upon a breach of any such representation or warranty, such representation or warranty shall be read without giving effect to any qualifications in such representation or warranty as to materiality, Material Adverse Effect, in all material respects and similar materiality qualifications contained in such representations and warranties); (2) any claim or liability against the Company or any of Buyer Indemnified Parties by any Person listed on Schedule 3.17 based upon facts occurring prior to Closing which form the alleged basis for any litigation, but only to the extent it was known to Seller and should have been, but was not, fully reflected for or fully reserved for in the Financial Statements as set forth on Schedule 3.17; (3) except as fully reserved for in the Financial Statements, the Company’s tortious acts or omissions to act prior to the Closing for which the Company was on notice or had actual knowledge of and not disclosed to Buyer and did not carry liability insurance for itself as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (4) any claims or liability against the Company known at the time of signing of the Agreement assessed for periods prior to the Closing by any Governmental Body or representative for unclaimed property (also known as escheat, abandoned or residual property); (5) any indebtedness of the Company outstanding as...
Indemnification of Buyer. Seller shall indemnify, defend, and hold harmless Buyer (and its directors, officers, employees, representatives and agents) from and against all Liabilities based upon or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.
Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Buyer Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Buyer Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Buyer Party. Any Buyer Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed af...
Indemnification of Buyer. (a) Each Seller shall severally (but not jointly) defend and indemnify the Buyer, its Affiliates (including the Company) and each of their officers, directors, employees, stockholders, agents and representatives (collectively, the “Buyer Indemnitees”) against and hold them harmless from any Losses and Expenses suffered or incurred by any such Buyer Indemnitee arising from, relating to or otherwise:
Indemnification of Buyer. (a) Seller and Huelsman jointly and severally agree to xxxxxxxfy Buyer and Buyer's officers, directors, shareholders, agents and employees and to hold them harmless from and against any and all damages, losses, deficiencies, actions, demands, judgments, costs and expenses (including reasonable attorneys' and accountants' fees) (collectively, "Losses") of or against Buyer resulting from (i) any misrepresentation or breach of warranty on the part of Seller or Huelsman in this Agreement or in any doxxxxxx xr agreement executed and/or delivered by Seller or Huelsman in connection herewith; (ii) axx xxxxxlfillment of any agreement or covenant contained herein or in any certificate, documents, agreement or instrument delivered hereunder on the part of Seller or Huelsman; and/or (iii) any failure of Sxxxxx xx Huelsman to pay and/or perform any liabxxxxx xx obligation of Seller, Huelsman or the Business other than the Xxxxxxx Liabilities; and (iv) any loss, liability, or expenses, including reasonable attorneys' fees and costs, incurred by Buyer in pursuing a claim against Intelligraphics, Inc. of Texas for infringement of the name "Intelligraphics"; provided for this purpose, the parties acknowledge that Godfrey & Kahn, S.C. has been retained xx xxxxue xxxx claim and will continue to be the counsel which will pursue the matter subsequent to the Closing. (b) Notwithstanding anything in this Agreement to the contrary, Seller and Huelsman shall not be obligated to indexxxxx, xefend or hold harmless Buyer pursuant to Paragraph 6.1(a)(i) of this Agreement, in respect of any breach of any representation or warranty made in this Agreement or any document executed in connection herewith unless, the aggregate Losses for which Buyer is entitled to indemnification under said Paragraph 6.1(a)(i) shall exceed twenty- five thousand dollars ($25,000.00) (in which event the entire loss will be payable), and in no event shall Seller's and Huelsman's aggregate liability to indemxxxx Xxxxx in respect of all Losses under said Paragraph 6.1(a)(i) exceed $4,300,000. Notwithstanding the foregoing, no Loss arising from a breach of a representation and warranty in Sections 3.8, 3.9 or the second sentence of Section 3.10 will be subject to the $25,000 "basket" provided for above; that is, any such Loss will be payable by Seller and Huelsman without dilution or effect agaxxxx xxx $25,000 "basket.". (c) Seller and Huelsman may satisfy their obligations xxxxx Xxragraph 6.1(a) of this Agreeme...
Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall indemnify and hold Buyer, its partners and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).
Indemnification of Buyer. Subject to the limitations set forth in this Article VI, the Company and Stockholder agree to indemnify and hold harmless Buyer and its officers, directors, agents and employees, and each person, if any, who controls or may control Buyer or Parent within the meaning of the Securities Act from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees (hereinafter referred to as "Damages"):
Indemnification of Buyer. Seller agrees to defend, indemnify and hold Buyer, its successors and assigns harmless from and against:
