Indemnification Provisions for the Benefit of Buyer. Subject to Section 8.4, the Shareholders, jointly and severally, agree to indemnify and hold Buyer, the Company and its officers, directors and affiliates harmless from and against (a) any amount of those accounts receivable of the Company aged as of the Closing Date over fifty-nine (59) days (the "Aged Accounts Receivable") which remain uncollected as of the one-year anniversary of the Closing Date, net of any reasonable reserve for bad debts, and (b) any and all Adverse Consequences (as defined below) any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (i) the material breach of any of the Shareholders' representations, warranties, obligations or covenants contained herein, or (ii) the operation of the Company's insurance agency business or ownership of the Company Shares by the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of the Shareholders, the Company, or its officers, directors or affiliates, occurring before the Closing. For purposes of this Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.
Indemnification Provisions for the Benefit of Buyer. (a) If the Closing occurs and subject to the other provisions of this Article XI, Seller shall indemnify, defend, save and hold the Buyer Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to:
Indemnification Provisions for the Benefit of Buyer. Seller and Parent agree, jointly and severally, to indemnify and hold Buyer and its officers, directors, and affiliates harmless from and against any Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (a) the breach of any of Seller's or Parent's representations, warranties, obligations or covenants contained herein, (b) the operation of Seller's Business or ownership of the Acquired Assets by Seller on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Seller or Parent occurring before the Closing, or (c) the Excluded Liabilities; provided, however, that Seller and Parent shall have no obligation to indemnify under SECTION 6.2(A) AND (B) hereof until the aggregate total of such Adverse Consequences incurred or suffered by all such indemnified parties, to the extent such Adverse Consequences are not covered by insurance proceeds actually paid by such indemnified party's insurance carrier on account of such Adverse Consequences, exceeds $40,000 (the "Materiality Threshold Amount") at which timx Xxxxxx xxd Parent shall be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the Material Threshold Amount; further provided, however, that Seller and Parent, collectively, shall not be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the amount of the Purchase Price in the aggregate. For purposes of this ARTICLE 6, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.
Indemnification Provisions for the Benefit of Buyer. (a) Subject to the limitations set forth in Section 8.4, the Shareholders, jointly and severally, agree to indemnify and hold Buyer, the Company and their respective officers, directors and affiliates (collectively, the " Buyer Indemnified Parties") harmless from and against any and all Adverse Consequences (as defined below) any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (i) the breach of any of the Shareholders' representations, warranties, or, obligations contained herein, or (ii) the operation of the Company's insurance agency business or ownership of the Company Shares by the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of the Company or the Shareholders occurring before the Closing. For purposes of this Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.
Indemnification Provisions for the Benefit of Buyer. (a) If (i) JJMA or any Equity Participant Breaches (A) any representation or warranty of JJMA and/or any Equity Participant contained in this Agreement (regardless of the Party making such representation or warranty) or (B) any covenant of JJMA and/or any Equity Participant contained in this Agreement, or (ii) any claim relating to Seller and/or the JJMA ESOP is made by any participant in the JJMA ESOP against JJMA or any of its Affiliates or any claim is made by the Seller Trustee for Adverse Consequences relating to claims made by any participants in the JJMA ESOP or any other third parties (an “ESOP Related Claim”), and if Buyer makes a written claim for indemnification within three (3) years from the Closing Date, then, subject to the limitations contained elsewhere in this Article 10, the SAR/Option Holders shall severally, in accordance with the following proportions: (x) P. Xxxxxx Xxxxxxx, 40%, (y) Xxxxxxx Xxxxx, 40%; and (z) Xxxxx Xxxxxxxxxx, 20%, indemnify and hold harmless Buyer and its shareholders, directors, officers, employees, agents, successors and assigns (the “Buyer Indemnitees”) from and against any Adverse Consequences that any such Buyer Indemnitee may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to or caused by the Breach or ESOP Related Claim. Notwithstanding the foregoing, Buyer shall not be entitled to indemnification under this Section 10.02(a) for any consequential or punitive damages except with respect to claims brought by third parties against Buyer.
Indemnification Provisions for the Benefit of Buyer. After the Closing, Seller will indemnify, defend, and hold the Buyer Indemnitees harmless from and will reimburse the Buyer Indemnitees for any and all Adverse Consequences, directly or indirectly, to the extent resulting from, relating to, arising out of, or attributable to any one of the following:
Indemnification Provisions for the Benefit of Buyer. Subject to Section 6.4:
Indemnification Provisions for the Benefit of Buyer. Without limiting any other rights or remedies available to Buyer, Seller shall indemnify, defend and hold harmless Buyer, GRI and their respective affiliates and the respective officers, directors, employees and shareholders of the foregoing from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost and expense (including reasonable attorney's and accountant's fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character (and without giving effect to any tax benefit to the indemnified party) (individually a "Loss" and collectively "Losses"), arising out of or in any manner incident, relating or attributable to (i) any inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement or in any certificate, instrument of transfer or other document or agreement executed by Seller or GRI in connection with this Agreement or otherwise made or given in connection with this Agreement, (ii) any failure by GRI or Seller to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by either of them under this Agreement or under any certificates or other documents executed by Seller or GRI in connection with this Agreement, (iii) reliance by Buyer on any books or records of GRI or reliance by Buyer on any information or certificate furnished to Buyer pursuant to this Agreement by or on behalf of Seller, GRI or any of GRI's officers, (iv) the Power Products Division, SNAPX, xx any other assets, divisions, subsidiaries, joint ventures, investments, product lines or business of GRI or its Subsidiaries which has been sold, discontinued, liquidated or otherwise disposed of prior to the Closing, including, without limitation, Other Taxes or Income Tax on the actual or imputed direct earnings of the Power Products Division or any other such assets, divisions, subsidiaries, joint ventures, investments, product lines or investments, (v) GRI's handling, storage, use, disposal, delivery for disposal or generation of hazardous or toxic substances, wastes of any kind or similar materials at any time prior to the Closing, (vi) the contamination of the Property by a release, prior to the Closing Date, or the contamination of other real estate caused by a release at the Property prior to the Closing Date with or ...
Indemnification Provisions for the Benefit of Buyer. Subject to Sections 11.4 and 11.5, the Shareholders, jointly and severally, agree to indemnify and hold Buyer, the Acquired Companies and their respective officers, directors and affiliates harmless from and against any and all Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (a) the breach of any of the Shareholders' representations, warranties, obligations or covenants contained herein, or (b) the operation of any Acquired Company's business or ownership of the Company Shares by the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of any Acquired Company or the Shareholders occurring before the Closing. For purposes of this Article 11, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.
Indemnification Provisions for the Benefit of Buyer. (i) Breach of Representations, Warranties or Covenants. In the event that Seller or Parent breaches any of its representations, warranties (which representations and warranties shall survive for a period of twenty-four (24) months from and after the Closing Date except for the representations and warranties in Section 3(b) (captioned "Authorization of Transaction"), in Section 3(e) (captioned "Title to Assets"), and in Section 3(k) (captioned "Tax Matters"), which shall remain in full force and effect until the expiration of all applicable statutes of limitations) or covenants contained in this Agreement and a Buyer Indemnified Party (as hereinafter defined) makes a written claim for indemnification against either of Seller or Parent then, each ---- of Seller and Parent agrees jointly and severally to indemnify Buyer, its members, Affiliates and agents and their respective officers, directors and employees (collectively, the "Buyer Indemnified Parties"; each a "Buyer Indemnified Party") from and against the entirety of Adverse Consequences (subject to the limitations in Section 5(d)(iii) below) any Buyer Indemnified Party 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 such breach.
