Post Closing Indemnification. The buyer typically will require the seller to represent and warrant to the buyer certain facts about the business being sold. This is usually coupled with an obligation on the seller to indemnify the buyer if these representations are not true, and to indemnify the buyer if a party with a claim against the seller asserts this claim against the buyer except for a liability that the seller agrees to assume. These indemnification provisions typically include provisions regarding how long after closing the buyer can assert a claim against the seller, a threshold in the amount of claims below which the buyer cannot assert a claim, one or more caps on the amount of claims the buyer can assert, and whether any part of the purchase price will be withheld as security for paying the buyer’s claims. These indemnification provisions often are the subject of extensive negotiation. Fortunately, the provisions have become standardized enough such that the parties can negotiate them in concept in the LOI and leave the detailed drafting for the purchase agreement. In addressing the post-closing indemnification, the parties should consider whether to obtain insurance for the seller’s representations and warranties, and if so how the cost of this insurance is borne. Insurance is becoming much more common because of the benefit provided both parties: the buyer gets assurance that there will be a source of funds to satisfy the buyer’s claims, and the seller is relieved from the obligation to pay any claims above a threshold amount.
Post Closing Indemnification. (a) From and after the Closing Date, Xxxxxx shall defend, indemnify and hold harmless Buyer and its subsidiaries (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) except for matters referred to in clauses (ii) and (iii) hereof and in Section 6.03, any inaccuracy in or breach of or omission from any of the representations or warranties made by Xxxxxx in Article II of this Agreement or pursuant hereto (as amended by the Disclosure Supplements), or any nonfulfillment, partial or total, of any of the covenants or agreements made by Xxxxxx in this Agreement to the extent not waived by Buyer in writing; (ii) except for matters referred to in clause (iii) hereof and in Section 6.03, any claim, action, suit, proceeding or investigation of any kind relating to or arising from events occurring prior to the Closing Date, instituted by or against or involving the Company or any of its business or assets (other than those claims, actions, suits, proceedings and investigations set forth in Schedule 2.14 of the Disclosure Schedule) regardless of whether such claims, actions, suits, proceedings or investigations are made or commenced before or after the Closing Date, provided that Damages relating to claims, actions, suits, proceedings and investigations that relate to events occurring both before and after the Closing Date shall be equitably allocated 23 - 192 - between Buyer and Sellers and; (iii) the failure or inability of the Company to collect all accounts receivable reflected on the Financial Statements less the amount of $20,000, provided, however, the Company and Buyer shall have used all customary methods to collect such accounts receivable and provided further, that if Xxxxxx shall be required to pay any amounts hereunder, Buyer or the Company shall assign uncollected accounts receivable to Xxxxxx, who may use all necessary reasonable means to collect it, including bringing an action in the name of the Company.
Post Closing Indemnification. The Buyer will indemnify the Sellers, their affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any loss, cost, damage, or other expense (including attorney's fees) (collectively, "Losses") that arise from operation of the Restaurants or related properties after Closing. The Sellers (jointly and severally) will indemnify the Buyer, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the Restaurants or related properties on or before the Closing. 7.3
Post Closing Indemnification. NPC will indemnify PH, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any loss, cost, damage, or other expense (including attorney's fees) (collectively, "Losses") that arise from operation of the PH Restaurants or related properties after Closing. Similarly, PH will indemnify NPC, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the NPC Restaurants or related properties after closing. PHI and PH (jointly and severally) will indemnify NPC, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the PH Restaurants or related properties on or before the Closing. Similarly, NPC will indemnify PH, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the NPC Restaurants or related properties on or before the Closing.
Post Closing Indemnification. 9.4.1 Subject to the limitations and procedures set forth in this Article IX, from and after the Closing, the Sellers hereby agree, jointly and severally, to indemnify and hold the Purchaser, the Company, and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against:
Post Closing Indemnification. To the extent provided in this Article XI, from and after the Closing Date, Radio Unica and each Seller, jointly and severally, shall reimburse the Purchaser for the failure to deliver to the Purchaser or its Designee good and marketable title to, and possession of, the Tangible Personal Property identified in SCHEDULE 2.1(b) of the Sellers' Disclosure Letter free and clear of all claims (as defined under the Bankruptcy Code), interests and Liens other than Permitted Liens to the extent such Permitted 55 Liens cannot be removed by operation of sections 105, 363(f) or 1141 of the Bankruptcy Code; PROVIDED, HOWEVER, that the Purchaser shall not be reimbursed for any such failure that has been the subject of an adjustment to the Purchase Price pursuant to Section 8.13 hereof (including any deductible contained therein).
Post Closing Indemnification. (a) Seller hereby agrees to indemnify, hold harmless and defend Purchaser and any successor in interest (the “Indemnified Parties”) from and against:
Post Closing Indemnification. Purchaser shall indemnify and hold Seller harmless for, from and against any and all Claims incurred by Seller by reason of or arising out of or related to liabilities for damages to third parties that are based upon matters relating to the use, operation, ownership, maintenance or construction of the Property from and after the Closing Date (excluding (A) matters which Purchaser is expressly not required to indemnify Seller under this Agreement or under the Management Agreement, (B) matters arising due to a breach or default by Manager under the Management Agreement and (C) the Existing Litigation).
Post Closing Indemnification. (a) Subject to the provisions of Section 8.1, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its Affiliates, directors, officers and employees for, from and against any and all Damages arising out of, resulting from or in any way related to (i) a breach of, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements made by Seller and/or the Company in this Agreement or in any document or certificate delivered by Seller and/or the Company at the Closing pursuant hereto, (ii) the occurrence of any event on or prior to the date of Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company, and/or (iii) the existence of any liabilities or obligations of the Company (whether accrued, absolute, contingent, known or unknown, or otherwise) arising prior to the Closing Date other than those contemplated by Section 3.8(b) hereof or listed on Schedule 3.8(b).
Post Closing Indemnification. Buyer will indemnify Sellers, their affiliates, subsidiaries, employees, officers, directors, and agents against any loss, cost, damage, or other expense (including attorneys' fees) that arises from operation of the Restaurants or related properties after Closing. Sellers (jointly and severally) will indemnify Buyer, its affiliates, subsidiaries, employees, officers, directors, and agents against any loss, cost, damage, or other expense (including attorneys' fees) that arises from operation of the Restaurants or related properties on or before the Closing.
