Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his representations, warranties, and covenants contained herein, provided that the Buyer makes a written claim for indemnification against the Seller during the applicable survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Target (x) for any Taxes of the Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Targets most recent financial statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target in filing its Tax Returns.
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Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above.
(i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(e) above, provided that the Buyer makes a written claim for indemnification against CGC or the Seller during the applicable within such survival period, then the Seller agrees agree to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(ii) The Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC which is not reflected on the Target Financial Statements (xincluding any Liability of CGC that becomes a Liability of the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law).
(iii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC for any Taxes of the Target CGC with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Targets most recent financial statements Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target CGC in filing its Tax ReturnsReturns and (b) for the unpaid Taxes of any Person (other than the Seller) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.
(iv) The Seller agrees that if, at any time during the effective term of this Agreement, to include the full effective term of the Earn-Out Agreement, Buyer discovers that CGC did not possess good and marketable title in the Software Product described above, free and clear of any claims, liens, or other encumbrances of any kind, at the time of Closing, and if the defect in title can still be successfully asserted by a third party and cannot be cured by reasonable efforts, then Seller agrees to immediately return to Buyer any and all monies received by Seller under this Agreement, any Buyer Shares provided to Seller at Closing (or $500,000 in lieu of such shares), the Lock-Up Shares, the Earn-Out Shares, and any and all other items of value received by Seller under this Agreement (with the exception of salary and benefits).
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Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above.
(i) In the event the Seller or the Shareholder breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his their representations, warranties, and covenants contained herein, provided that the Buyer makes a written claim for indemnification against the Seller during and the applicable survival periodShareholder, then the Seller agrees jointly and severally, agree to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(ii) The Seller agrees and the Shareholder, jointly and severally, agree to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Target Buyer: (xA) for any Taxes of (except any such Taxes are set forth in Section 2(f), but only to the Target extent set forth therein) with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing DateClosing), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Targets most recent financial statements Most Recent Financial Statements (rather than in any notes thereto), as such reserve is adjusted (B) for the passage unpaid Taxes of time through any Person (other than the Seller) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, or (C) any liability of the Seller which is not an Assumed Obligation (including any Liability of the Seller that becomes a Liability of the Buyer under any common law doctrine of de facto merger or successor liability, under Environmental, Health, and Safety Laws, or otherwise by operation of law).
(iii) Notwithstanding any provision of this Agreement to the contrary, with regard to a breach or violation of the representations and warranties set forth in Section 4, the Shareholder’s indemnity obligations and liability shall survive for only two (2) years following the Closing Date and shall extend only to the representations and warranties set forth in accordance with the past custom Section (4k) (Tax Matters), Section 4(w) (Employees), Section 4(x) (Employee Benefits) and practice of the Target in filing its Tax ReturnsSection 4(z) (Environment, Health and Safety).
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Sources: Asset Purchase Agreement (Pinnacle Data Systems Inc)
Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above.
(i) In the event any of the Seller Company or the Company Stockholders breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Company or the Company Stockholders has breached) any of his his/her or its representations, warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 8(f) above, provided that the Buyer makes a written claim for indemnification against the Seller during the applicable Company Stockholders within such survival period, then the Seller agrees Company Stockholders agree to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(ii) The Seller Each of the Company Stockholders agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Target Company which is not reflected on the Most Recent Financial Statements (xincluding any Liability of the Company that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law);
(iii) Each of the Company Stockholders agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by (a) any Liability of the Company for any Taxes of the Target Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Targets most recent financial statements Most Recent Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target Company in filing its Tax ReturnsReturns and (b) for the unpaid Taxes of any Person (other than the Company Stockholders) 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.
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Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above.
(i) In the event any of the Seller or Target or its Subsidiaries breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to §7(a) above, provided that the Buyer makes a written claim for indemnification against the Seller during the applicable or Target pursuant to §7(d) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(ii) The Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of any of the Target and its Subsidiaries (x) for any Taxes of the Target and its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c§8(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Targets most recent financial statements Closing Balance Sheet, and (rather y) for the unpaid Taxes of any Person (other than in any notes theretoof the Target and its Subsidiaries) under Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as such reserve is adjusted a transferee or successor, by contract, or otherwise.
(iii) As of Closing and pursuant to §2 of this Agreement, each of the Buyers, the Seller and an escrow agent to be reasonably chosen by mutual agreement of the Buyer and the Seller (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”), and ACCESSWIRE Canada shall deposit the Escrow Amount with the Escrow Agent to be held as a trust fund (the “Escrow Fund”) for the passage purpose of time through securing the Closing Date indemnification obligations set forth in this §7 and the post-closing adjustment payment obligations set forth in §2. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the past custom and practice terms of the Target in filing its Tax ReturnsEscrow Agreement. For purpose of clarity, the Escrow Agreement shall instruct the Escrow Agent to release the Escrow Funds (to the extent such Escrow Funds remaining available) to the Seller on the eighteen-month anniversary of the Closing Date, including any interest accrued on the Escrow Fund.
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Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above.
(i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Individual Sellers has breached) any of his their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to §7(a) above, provided that the Buyer makes a written claim for indemnification against any of the Seller during the applicable Individual Sellers pursuant to §9(h) below within such survival period, then then, subject to the Seller agrees terms of this Section 7, the Sellers agree to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(ii) The Seller agrees Subject to the terms of this Section 7, the Sellers agree to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Target NexGen (x) for any Taxes of the Target NexGen with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Targets most recent financial statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target in filing its Tax ReturnsFinancial Statements.
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Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above.
(ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his its representations, warranties, and covenants contained herein, provided that the Buyer makes a written claim for indemnification against the Seller during the applicable survival periodin this Agreement, then the Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
(iib) The Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by:
(1) any Liability of the Target Seller which is not an Assumed Liability (x) for including any Taxes Liability of the Target Seller that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law); or
(2) any Liability of any of the LMG Subsidiaries for unpaid Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax ; or
(3) any Liability (rather than of any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Targets most recent financial statements (rather than in any notes thereto), as such reserve is adjusted LMG Subsidiaries for the passage unpaid Taxes of time through any Person (including the Closing Date in accordance with the past custom Seller and practice its Subsidiaries) under Treas. Reg.
Section 1. 1502-6 (or any similar provision of the Target in filing its Tax Returns.state, local, or foreign 40
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