Indemnification by Sellers Sample Clauses

Indemnification by Sellers. (a) Each Seller shall, severally and not jointly, indemnify and hold harmless Purchaser, the Company, and each of their respective directors, officers, employees, agents, and representatives, and their respective successors and assigns from and against any Loss incurred or suffered by such Person as a result of, arising from or in connection with (i) a breach by such Seller of any representation, warranty, or covenant made by such Seller in this Agreement or (ii) a breach by the Partnership of any representation, warranty, or covenant made by the Partnership in this Agreement in favor of Purchaser, in each case solely to the extent provided in Section 14.2(b) but subject to the exceptions in Section 14.2(d). (b) Except for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(i) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares allocable to such Seller equal to the amount of the applicable Loss divided by the IPO Price until the number of Indemnity Shares allocable to such Seller equals zero. Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero. If any Indemnity Shares remain after the return thereof pursuant to the preceding sentences, such Indemnity Shares shall be re-allocated among the Sellers in accordance with the Plan of Recapitalization. Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization. (c) With respect to indemnification for a breach by a Seller of any representation or warranty contained in Section 5.1, 6.1, 7.1 or 8.1, Purchaser shall first instruct the Escrow Agent to return to it Indemnity Shares allocable to such Seller in accordance with the first sentence of this Section 14.2(b). To the extent such return in Indemnity Shares does...

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VII, Sellers shall indemnify and defend each Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate delivered by Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. From and after the Effective Time (but subject to Section 8.01(a)), the Parent Indemnitees may seek indemnification to the fullest extent permitted by law solely from the Stock Escrow Fund (as defined in the Escrow Agreement) for any Damages that are suffered or incurred by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of: (a) any inaccuracy in, or breach of, any representation or warranty set forth in Section 3.01 or in the Target Companies Closing Certificate, in the case of any representation or warranty qualified by "material adverse effect," or any material inaccuracy in, or breach of, any representation or warranty set forth in Section 3.01 or in the Target Company Closing Certificate, in the case of any representation or warranty not qualified by "material adverse effect"; (b) any breach of any covenant or obligation of the Target Companies; or (c) the exercise by any holder of Target Companies Common Stock of such holder's appraisal rights under Section 262 of the DGCL which results in such Dissenting Stockholder receiving an amount per share in excess of the Merger Consideration per share of Target Companies Common Stock (in which case the Parent Indemnitees shall be entitled to receive the difference between (A) the amount paid to such Dissenting Stockholder pursuant to the appraisal proceedings and (B) the product of (1) the Merger Consideration per share of Target Companies Common Stock and (2) the total number of Dissenting Shares subject to such appraisal proceedings).

Indemnification by Sellers. (a) Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, each Seller shall, jointly and severally, defend and indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, partners and agents, as the case may be (the “Purchaser Indemnitees”), and save and hold each of them harmless against, any Losses incurred by them to the extent arising out of, in connection with or related to: (i) any failure of any representation or warranty made by Sellers contained in ARTICLE III to be true and correct when made (or, with respect to those representations and warranties as of a specified date, as of such date) (it being agreed that any materiality or Material Adverse Effect qualification in a representation and warranty (other than the representation and warranty at Section 3.12(a)(xvi) hereof) shall be disregarded in determining whether any such representation and warranty has been breached); (ii) any breach of any covenant or agreement by Sellers contained in this Agreement (other than covenants contained in ARTICLE VII, which are addressed by ARTICLE VII exclusively); (iii) any Liability, whether arising out of facts or circumstances existing before or after the Closing, of the Conveyed Entities, Sellers or any of their Affiliates to the extent not related to the Business, including any Liability of Sellers or their Affiliates or Tyco or its Affiliates, and any Liabilities relating to the matters set forth in Schedule 8.2(a)(iii) hereof (any such Liabilities, the “Unassumed Liabilities”); (iv) any Excluded Environmental Liabilities; and (v) any Unpaid Transaction Expense of the Conveyed Entities to the extent not included in the calculation of Closing Date Working Capital. (b) Subject to the rights and limitations set forth in Section 8.2(c) and Section 8.4(b), Section 8.4(d), Section 8.6, Section 8.7 and Section 8.8, after the Closing, each Seller agrees, jointly and severally, to defend and indemnify the Purchaser Indemnitees and save and hold each of them harmless against any Losses incurred by to the extent arising out of, in connection with or related to: (i) the presence or release of, or human exposure to, Hazardous Substances in, on, or beneath any Leased Real Property or any Real Property, in each case, to the extent existing or occurring on or prior to the Closing Date; and (ii) any violation of any Environmental Law by the Business or any Conveyed Entity, to the extent re...

Indemnification by Sellers. In the event that the Closing occurs, then each Seller hereby agrees to indemnify, defend and hold Buyer and its Affiliates, each of its and their respective shareholders, members, partners, directors, officers, employees and agents and each of their respective successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any and all liabilities, taxes, Liens, injunctions, awards, judgments, orders, obligations, damages, losses, fines, penalties, amounts paid in settlement, and all costs, fees and expenses (including court costs and reasonable legal and other professional fees and expenses actually incurred in investigating, defending and preparing for any claim, demand, charge, suit, litigation, judicial or administrative proceeding, action, suit, hearing, investigation or complaint) (collectively, “Damages”) directly or indirectly arising out of, resulting from or in connection with any of the following: (a) the breach of or inaccuracy in any representation or warranty made by such Seller in this Agreement or any certificate delivered pursuant to this Agreement; and (b) the breach of or default in the performance by such Seller of any covenant, agreement or obligation in this Agreement. The indemnification obligations of Sellers pursuant to this Section 7.2 shall be (A) several, and not joint, with respect to breach of the representations and warranties set forth in Section 4.1 above or any covenant, agreement or obligation in this Agreement and (B) joint and several with respect to breach of the representations and warranties set forth in Section 4.2 above.

Indemnification by Sellers. If any Registrable Securities are included in any registration statement filed pursuant to this Section 17, each prospective seller of such securities shall indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 17.6) each underwriter, each Person who controls such underwriter within the meaning of the 1933 Act, VPI, each director of VPI, each officer of VPI, VPI's agents and attorneys and each other Person, if any, who controls VPI within the meaning of the 1933 Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, VPI or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Sellers. Subject to the provisions of this ARTICLE XII, each Seller, individually, and not jointly or severally, agrees to indemnify, defend and hold Purchaser and its Affiliates, parents, stockholders, subsidiaries, officers, directors, employees, agents, successors and assigns (such indemnified Persons are collectively hereinafter referred to as “Purchaser Indemnified Persons”), harmless from and against any and all Losses that any Purchaser Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to: (a) the non-fulfillment of any covenant, undertaking, agreement or other obligation of such Seller under this Agreement, any Schedule hereto or any of the other Transaction Documents; (b) any action taken by such Seller prior to the Closing in connection with the Assets and/or the use of such Assets prior to the Closing Date, or the operations of such Seller prior to and subsequent to Closing (except in connection with the operation of the Assets post-Closing); (c) relating to the Liabilities of such Seller not expressly assumed hereunder; or (d) the breach of any representation, warranty or covenant of such Seller in this Agreement or any Transaction Document to which the Seller is a party and the Seller Representative shall defend and hold each Purchaser Indemnified Person harmless from and against any Losses that any Purchaser Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to any environmental Claims or Liabilities (i) associated with the Assets or (ii) arising from any act or omission by any Seller or the failure of any Seller to comply with any Environmental Law in connection with the Assets (collectively (i) and (ii), the “Environmental Liabilities”), relating to or dating back to the period or periods that each Seller owned and/or had legal title to the Assets which are subject to the applicable Loss (the “Seller Ownership Period”). “Losses” as used in this ARTICLE XII are not limited to matters asserted by third parties, but includes Losses incurred or sustained in the absence of third party Claims. Payment is not a condition precedent to recovery of indemnification for Losses. Each Seller’s indemnification obligations under this Section 12.1 shall be limited to the aggregate amount of consideration (including Cash Consideration, Common Shares and Preferred Shares, as applicable) which such Seller received upon Closing or would receive had the Closing occurred, as applicable (as applic...

Indemnification by Sellers. Subject to the limitations set forth in this Article VII, from and after the Closing Date, Sellers (based upon their Pro Rata Proportionate Share of the Purchase Price) shall severally (and not jointly and severally) indemnify Purchaser (subject to Section 7.04(g) below) and its Affiliates (including after Closing the Company) and its and their Representatives, successors and assigns (each a, “Purchaser Party” and collectively, the “Purchaser Parties”) from and against any Damages that any Purchaser Party incurs as a result of: (a) any breach of or inaccuracy in any representation or warranty contained in Article IV (in each case, without regard and without giving effect to any “material”, “materiality” or “Company Material Adverse Effect” or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty)); (b) any breach or nonperformance by Sellers or Gaiam Travel Parent of a covenant contained in this Agreement; (c) any (i) Indebtedness of the Company as of Closing (other than (x) as set forth on the Interim Balance Sheet or Schedule 7.01(c) or (y) Indebtedness under any Contract that is a Financial Derivative/Hedging Arrangement set forth on Section 4.10(a)(ii) of the Disclosure Schedule as in effect as of the date hereof (which shall be deemed to include Indebtedness incurred under any such Contract between March 31, 2016 and Closing due to adverse changes in market prices underlying such Contract during such time)) or (ii) Company Transaction Expenses to the extent not paid or satisfied in full by Sellers (other than by the Company) prior to Closing or pursuant to Section 3.02(a)(i); or (d) any Company Subsidiary Liability or any Stockholder Payment.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation ...