Post Closing Indemnification Sample Clauses
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Post Closing Indemnification. (a) From and after the Closing, and subject to the limitations herein, the Surviving Corporation and Parent and their respective directors, officers, employees, agents, shareholders, subsidiaries, affiliates, successors and assigns (each a “Parent Indemnified Person” and, collectively, the “Parent Indemnified Persons”) will be indemnified and held harmless from, and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expenses of accountants, advisors and other experts, and reasonable attorneys’ fees and expenses), including, without limitation, interest, penalties, disbursements and expenses not otherwise paid by or recovered from an applicable policy (or policies) of insurance (collectively, “Losses”) arising out of (i) the breach of or inaccuracy in any representation or warranty of the Company contained in this Agreement, (ii) the breach by the Company of, or the failure by the Company to perform, any of the covenants or other agreements contained in this Agreement to be performed by the Company prior to or at the Closing, (iii) the Company’s litigation (the “HMH Litigation”) with Houghton Mifflin Harcourt Publishing Company and its affiliates (collectively, “HMH”), excluding any litigation related to patent claims asserted by the Company or any of its affiliates against HMH after Closing, which patent claims shall not be indemnifiable nor constitute Losses under this Agreement; provided that notwithstanding the foregoing, any patent claims asserted by HMH against the Company, and any patent claims asserted by the Company or any of its affiliates against HMH after Closing in defense of any patent claims asserted by HMH, shall be indemnifiable and shall constitute Losses under this Agreement, (iv) any matters set forth in Sections 3.10(c), 3.11 or 3.14 of the Company Disclosure Schedule, (v) any Dissenting Share Liabilities (as defined below), (vi) claims made against the Surviving Corporation or Parent by a third party related to the license or failure to license by the Company of such third party’s software or other intellectual property, including without limitation, Microsoft licensing or (vii) claims made against Parent or the Surviving Corporation by the counterparty to that certain agreement set forth in Section 3.10(c)(1) of the Company Disclosure Schedule alleging that the e...
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.
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.
Post Closing Indemnification. (a) From and after the Closing Date, Sellers shall defend, indemnify and hold harmless Buyer and its affiliates (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) any inaccuracy in or breach of or omission from any of the representations or warranties made by Sellers in Article II of this Agreement or pursuant hereto, or any nonfulfillment, partial or total, of any of the covenants or agreements made by Sellers in this Agreement to the extent not waived by Buyer in writing; or (ii) 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 2.13 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 between Buyer and Sellers.
(b) From and after the Closing Date, Buyer shall defend, indemnify and hold harmless Sellers and their heirs, trustees, successors and assigns 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, suffered by any of them as a result of, or arising from, any inaccuracy in or breach of or omission from any of the representations or warranties made by Buyer in Article III of this Agreement or pursuant hereto, or any non-fulfillment, partial or total, of any of the covenants or agreements made by Buyer in this Agreement to the extent not waived by Sellers in writing.
(c) If a claim by a thir...
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. The Buyer will indemnify the Seller, 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 Restaurants or related properties after Closing. The Seller and PHI (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.
Post Closing Indemnification. Each of Seller and Purchaser hereby agrees to indemnify, defend and hold harmless the other from and against any and all claims by, and liabilities to, third parties on account of personal injury or property damage, affecting or related to the Property or the ownership or operation thereof, including, without being limited to, reasonable attorneys' fees and disbursements, arising out of (i) in the case of the indemnification hereunder by Seller, events or circumstances occurring at the Property on or after Seller's acquisition of the Property and on or before the Closing which are or would be covered by a standard commercial general liability policy of insurance and (ii) in the case of indemnification hereunder by Purchaser, events or circumstances occurring at the Property after the Closing during Purchaser's ownership of the Property which are or would be covered by a standard commercial general liability policy of insurance.
Post Closing Indemnification. If a claim is bought after the Closing against any person who was an officer or director of E3 as of the date of this Agreement, and that claim is based upon such person's status as an officer, director, Employee or agent of the E3, or any of the E3 Subsidiaries, prior to the Closing, and that person would have been entitled to indemnification against such claim under the provisions of E3's Articles of Incorporation in effect as of September 6, 2001, then the Surviving Corporation shall indemnify such person to the same extent as that person would have been entitled to under the provisions of E3's Articles of Incorporation in effect as of September 6, 2001. 50 55 ARTICLE X
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. Except as otherwise expressly provided herein, Buyer shall indemnify, defend and hold Seller and its partners, agents, attorneys and legal assigns (collectively the "Seller Indemnified Parties") harmless from and against any losses, damages and expenses (including reasonable attorneys fees) resulting from third-party claims arising out of or incurred with respect to any conduct, inaction, or misrepresentations of Buyer relating to the Business, except to the extent caused by Seller. Buyer acknowledges that all of the Seller Indemnified Parties that are not signatories to the Agreement are intended to be third-party beneficiaries of the promises made by it in this section. Seller shall deliver written notice to Buyer of any claim hereunder and its assertion that such claim is covered by this indemnification, promptly after first receiving knowledge of it. Buyer shall have the right to defend such claim with counsel of its own choice, at its sole expense, on condition that Buyer: (1) acknowledges its duty to indemnify such claim; (2) promptly commences, and thereafter continues, exercising best efforts diligently to defend the claim; and (3) delivers written notice to Seller of all material developments in such proceeding and copies of all pleadings and other documents reasonably related thereto. In the event Buyer fails to do any of the foregoing, Seller shall have the right, but not the obligation, to take over the defense of such claim by counsel of its own choosing, subject to the reasonable approval of Buyer and at the expense of Buyer, without limitation of Seller's rights of indemnification hereunder. In such event Seller shall exercise its best efforts to defend such claim.