Indemnification Provisions for Benefit of the Company. In the event the Purchaser breaches any of its representations, warranties, and/or covenants contained herein and provided that the Company makes a written claim for indemnification against the Purchaser, then the Purchaser agrees to indemnify the Company from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Company. In the event the Purchaser breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 6.1, provided that the Company makes a written claim for indemnification against the Purchaser within the applicable survival period stated in Section 6.1, then the Purchaser agrees to indemnify, defend and hold harmless the Company and its directors, officers, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, from and against the entirety of any Adverse Consequences the Company or any such persons may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Company or any such persons may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Company. Merge will indemnify and hold harmless the Company, and its successors, assigns, and the Principal Shareholder, and will pay to the Company or the Principal Shareholder, as the case may be, the amount of any Damages of the Company or the Principal Shareholder arising, directly or indirectly, from or in connection with any breach of any representation or warranty or covenant made by Merge or Acquisition Sub in this Agreement or in any certificate or document delivered by Merge or Acquisition Sub pursuant to this Agreement. Such representations and warranties shall not survive the Closing. The indemnification provisions of this Section 8 are the exclusive remedy available to the Company and the Principal Shareholder for breaches of representations or warranties contained in this Agreement, except in the case of fraud or a willful breach by Merge or Acquisition Sub of any representations, warranties or covenants under this Agreement.
Indemnification Provisions for Benefit of the Company. The Shareholders shall indemnify, defend and hold harmless the Company and Maynxxx xxxm and against the entirety of any and all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action (collectively, "Losses") that by the Company, Maynxxx, xx any of their Affiliates, or any of their respective stockholders, directors, officers, employees and agents (collectively, the "Company Indemnified Parties"), have or reasonably shall have incurred resulting from or arising out of (a) the inaccuracy or breach of any representation or warranty made by the Shareholders, herein or in or any schedule or certificate delivered in connection herewith, or (b) nonfulfillment of any agreement or covenant of the Shareholders contained herein, or (c) any Taxes imposed on or accrued by Maynxxx xxx taxable periods (or portions thereof) on or prior to -45- 46 the Closing Date. The liability of the Shareholders hereunder shall be joint and several. Subject to Section 11.4, the liability of Shareholders pursuant to this Section 11.2 shall be limited, in the aggregate, to 25% of the Net Consideration. Subject to Section 11.4, the Shareholders will be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against Losses only if the aggregate amount of such Losses exceeds $100,000, in which cases the Shareholders shall be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against 100% of such Losses.
Indemnification Provisions for Benefit of the Company. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any representations, warranties, and covenants of Buyer contained herein, then Buyer agrees to indemnify the Company from and against any Adverse Consequences the Company may suffer through and after the date of the claim for indemnification (including any Adverse Consequences suffered 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), subject to the limitations set forth below.
Indemnification Provisions for Benefit of the Company. In the event that: (A) Buyer breaches any of its representations, warranties, or covenants set forth herein; and (B) the Company or Seller makes a written claim for indemnification against Buyer with respect thereto within any applicable survival period as set forth in Section 9(a), then Buyer shall indemnify, hold harmless and defend the Company from and against any Adverse Consequences claimed by the Company or Seller to the extent the same are alleged to be or have been caused by the breach.
Indemnification Provisions for Benefit of the Company. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Company makes a written claim for indemnification against the Buyer pursuant to Section 8(d) below within the applicable survival period, then the Buyer agrees to indemnify the Company and hold it harmless from and against the entirety of any Adverse Consequences that the Company may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for Benefit of the Company. In the event ----------------------------------------------------- that any Purchaser breaches any of its representations, warranties, and covenants contained herein, the Purchaser shall protect, defend, hold harmless and indemnify the Company against, from and for the entirety of any Adverse Consequences the Company may suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Company may suffer after the end of any applicable survival period) resulting from or caused by the breach, including all Adverse Consequences arising out of the enforcement of this Section 6.3. -----------
Indemnification Provisions for Benefit of the Company. Each Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company from and in respect of any and all Adverse Consequences that the Company may suffer through and after the date of the claim for indemnification arising out of or due to a breach of any representation, warranty or agreement of such Purchaser contained in this Agreement or in any other document provided by the Purchasers to the Company in connection with the Purchasers' investment in the Senior Securities.
Indemnification Provisions for Benefit of the Company. In the event Parent or Buyer breaches (or in the event any third party alleges facts that, if true, would mean Parent or Buyer has breached) any of their representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Company or the General Partner make a written claim for indemnification setting forth with specificity the basis for such claim against Parent or the Buyer pursuant to Section 9(h) below within such survival period, then Parent and the Buyer, jointly and severally, agree to defend, indemnify and hold harmless the Company and the General Partner from and against the entirety of any Adverse Consequences (up to but not in excess of the Asset Purchase Consideration) the Company or the General Partner may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Company or the General Partner may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by the breach (or the alleged breach). Notwithstanding anything to the contrary herein contained in Section 8(c), (x) Parent and the Buyer, jointly and severally, will indemnify, defend and hold harmless the Company and the General Partner from and against any Adverse Consequences as a result of any claims based on or arising from (A) any Liability of the Company which is an Assumed Liability, or (B) any of the Acquired Assets, and (y) such indemnification shall not be limited in time or amount or subject to any deductible or cap.
