Indemnification by Sellers Sample Clauses
The "Indemnification by Sellers" clause requires the sellers to compensate or reimburse the buyer for losses, damages, or liabilities that arise from specific breaches or issues related to the sale, such as misrepresentations or failure to fulfill contractual obligations. In practice, this means that if the buyer incurs costs due to the seller's actions or omissions—like undisclosed debts or legal claims—the seller must cover those expenses. This clause serves to protect the buyer from unforeseen risks and ensures that the seller remains accountable for their representations and conduct during the transaction.
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Indemnification by Sellers. Sellers hereby, jointly and severally, agree to indemnify and hold Buyers, the Subsidiaries and their respective affiliates, officers, directors, and employees and their heirs, successors and assigns, as the case may be, (collectively, “Buyer Indemnified Parties”) harmless from any and all Indemnifiable Damages which any such person may suffer or incur by reason of:
(i) the breach of any of the covenants or agreements made by Sellers in this Agreement or any certificate delivered by Sellers hereto;
(ii) the breach of any of the representations or warranties made by Sellers in this Agreement or any certificate delivered by Sellers hereto;
(iii) all Excluded Liabilities;
(iv) all Pre-Closing Service Matters;
(v) obligations or expenses of the Subsidiaries in connection with the Transaction, including legal and accounting fees and expenses and brokerage and finders’ fees due including obligations of any Subsidiary under its agreements and arrangements with ▇▇▇▇▇▇▇;
(vi) all obligations of the Subsidiaries in respect of Closing Date Indebtedness;
(vii) the environmental matters set forth on Schedule 7.2(a)(vii) (the “Specified Pre-Signing Environmental Matters”);
(viii) any Environmental Condition or SWD Defect identified by Buyers pursuant to Section 5.1(d), as set forth on Schedule 7.2(a)(viii) (which matters shall not be duplicative of the Specified Pre-Signing Environmental Matters) (the “Specified Pre-Closing Environmental Matters”), which schedule shall be delivered to Sellers by Buyers not less than three (3) business days prior to Closing;
(ix) the matters set forth on Schedule 7.2(a)(ix); and
(x) all Seller Indemnified Tax Liabilities. For purposes of determining whether any Buyer Indemnified Party is entitled to indemnification under this Section 7.2(a) and in calculating the amount of Indemnifiable Damages, the parties shall ignore (i) any requirement in any representation or warranty contained herein that an event or fact be material, have a Material Adverse Effect or otherwise have a material adverse effect on Sellers or the Business, taken as a whole, and (ii) any other reference to materiality contained in any such representation or warranty.
Indemnification by Sellers. Sellers, jointly and severally, agree during the Indemnification Time Period to indemnify and hold harmless Buyer, and its affiliates, and the respective directors, officers, shareholders, employees, agents, advisors of, and any person controlling any of the foregoing (each, a "Buyer Indemnified Party"), from and against any and all claims, damages, losses, liabilities, expenses, obligations, penalties, actions, suits, judgments and disbursements of any kind or nature whatsoever (each, a "Liability," and collectively the "Liabilities") that may be incurred by or asserted or awarded against a Buyer Indemnified Party, in each case arising out of, relating to or by reason of:
(a) any breach of a representation or warranty made by Sellers pursuant to this Agreement or any agreement executed in connection herewith;
(b) any claim relating to (i) the accounts receivable, inventory and accounts payable distributed by KP to Sellers in accordance with Sections 3.14(g) and 5.1(j) hereof, and (ii) any transaction relating to such accounts receivables, inventory and accounts payable, and (iii) any obligations, commitments and liabilities of KP to purchase international prepaid calling cards, other than pursuant to the Master Vendor Agreement;
(c) any failure by Sellers to perform or fulfill any of his or her covenants or agreements as set forth in this Agreement or any agreement executed in connection herewith; and
(d) any Liability of KP arising before the Closing Date.
Indemnification by Sellers. Sellers shall defend, indemnify and hold harmless Buyer and its affiliates, and their respective officers, directors, employees, agents, advisors and other representatives (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for, any and all damage, loss, liability, expense, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, injunction, judgment, order, decree, ruling, due, penalty, fine, cost, amount paid in settlement, obligation, Tax, lien, expense and fee, including court costs (including reasonable expenses of investigation, enforcement and collection, reasonable attorneys’ accountants’ and other professional fees and expenses incurred in connection with any litigation) whether or not involving a Third Party Claim (collectively, “Losses”), resulting from or arising out of (a) subject to the time limitations set forth above, any inaccuracy in or breach of any representation or warranty of Sellers in this Agreement or any certificate delivered by Sellers in connection hereto, (b) any failure of any Seller or any affiliate to perform any covenant or agreement under this Agreement, (c) any Retained Liability, (d) any defect in title on any of the Real Property which is not a Permitted Lien unless such defect is covered by title insurance and such defect does not appear as a lien, exception or encumbrance or other defect on the title policy or in this Agreement and/or the Disclosure Schedules attached hereto, (e) any suit, action, proceeding, claim or investigation pending or threatened against or affecting the Hawaiian Businesses that arose from any matter or state of facts existing prior to the Closing and is not disclosed on Schedule 3.15; provided, however, only those claims or litigation set forth on Schedule 3.15 that Buyer has specifically assumed will be deemed an Accepted Liability and therefore excluded from Sellers’ indemnification obligations herein, (f) any Losses incurred as a result of the alleged default under the HMPM lease, (g) any Losses incurred as a result of any default under the lease of Diamondhead Mortuary, or (h) any claim, demand, action, proceeding or lawsuit made or filed by any trustee or receiver or other interested party in connection with or as a result of or otherwise following the insolvency, reorganization or bankruptcy of any Seller, whether made or filed as part of formal bankruptcy or reorganization proceedings or otherwise, which claim, ...
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 ...
Indemnification by Sellers. (a) The obligations of each Seller with respect to indemnification hereunder are individual and several, and not joint; provided, however, that, subject to the caps and limitations in this Section 6 and except as set forth in Section 6.6(d) with respect to the obligations of the Fundamental Sellers for Company Fundamental Representations, the Sellers’ obligations with respect to representations and warranties of the Company and the Sellers and with respect to Section 7.2 (Certain Tax Matters), shall be deemed to be joint and several up to the Standard Cap (defined below in Section 6.6). For the avoidance of doubt, except to the limited extent provided in the immediately preceding sentence, each Seller’s obligations with respect to its own Seller Fundamental Representations and with respect to each Seller’s obligations set forth in Section 7.1 (Non-competition; Non-solicitation) (as applicable), 7.3 (Maintenance of Confidentiality by Sellers), and 7.4 (Trademarks) are individual, and such Seller shall be solely responsible for such amounts.
(b) Subject to Section 6.2(a) and the limitations set forth in this Section 6 (including, without limitation, the limitations set forth in Section 6.6), each Seller agrees to indemnify, defend and hold harmless the Company, Buyer and its subsidiaries, and their respective officers, directors, employees, shareholders, controlling persons, Representatives and Affiliates (collectively, the “Buyer Indemnified Persons”) from and against and be liable for any and all Damages (excluding any Damages attributable to any Tax matter as to which Section 7.2 shall control) related to or arising, directly or indirectly, out of, caused by or resulting from the following:
(i) any breach or inaccuracy, or any allegation by any third party which, if true, would be a breach or inaccuracy, of any representation or warranty made in Section 3 of this Agreement or in any certificate required to be delivered by the Company pursuant to Section 2.3, including the failure of a representation or warranty made by the Company in this Agreement or in any such certificate to be true at the Closing; and
(ii) (A) any breach or inaccuracy, or any allegation by any third party which, if true, would be a breach or inaccuracy, of any representation or warranty made by such Seller in Section 4 of this Agreement or in any certificate required to be delivered pursuant to Section 2.3 by such Seller, or (B) any breach or nonperformance by such Seller of any coven...
Indemnification by Sellers. Subject to the limitations contained in this Article 10, Sellers, jointly and severally, shall indemnify and hold KCS, the Surviving Company and each of their Subsidiaries, and each of their respective officers, directors, employees, members, stockholders, agents and representatives ("KCS Indemnitees") harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys', accountants', experts' and other fees and expenses in connection therewith) ("Losses") resulting from, arising out of, or due to, directly or indirectly, any of the following:
(a) Any inaccuracy or misrepresentation in, or breach of, any representation or warranty of Sellers contained in Article 5, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any breach or nonfulfillment of any covenant or agreement of any of Sellers contained in this Agreement, in any schedule or exhibit delivered hereunder by any of Sellers or in any certificates delivered by any of Sellers pursuant to this Agreement, or any claims, causes of actions, rights asserted or demands made by any third parties (including any Governmental Authority) arising from or relating to any of the foregoing (it being agreed that for purposes of such right to indemnification, the representations and warranties made by Sellers shall be deemed not qualified by any references therein to materiality or whether or not any breach could result or could reasonably be expected to result in a GTFM Material Adverse Effect); and
(b) Sellers' indemnification obligations under this Article 10 for any inaccuracy or misrepresentation in, or breach of any representation or warranty regarding Grupo TFM or its Subsidiaries shall be limited to 51% of Losses and then only to the extent such 51% of Losses amount to, in the aggregate, $5 million or more; provided, that for the purpose of computing this limitation on Sellers' indemnification obligations, Losses shall be calculated without regard to whether such Losses involved a GTFM Material Adverse Effect. The limitation in this Section 10.2(b) shall not be applicable to any Losses arising out of ...
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. Subject to the other terms and conditions of this Article IX, the Seller shall indemnify and defend each of Buyer, its officers, directors and Affiliates (including the Seller and its Subsidiaries) and their respective Representatives (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 Seller contained in this Agreement, in any other Transaction Document or in any certificate or instrument delivered by or on behalf of Seller 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 any 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 breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to this Agreement;
(c) any Excluded Liability; or
(d) any sanction or penalty by any Governmental Authority as a result of any transfer or deemed transfer of any MME Certificate or other Permit as a result of the consummation of the transactions contemplated by this Agreement without the approval of such Governmental Authority, to the extent such approval is required prior to the Closing.
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. (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...