Common use of Other Indemnification Provisions Clause in Contracts

Other Indemnification Provisions. (a) To the extent that any representations and warranties of the Sellers, Parent or Buyer, as applicable, have been breached, thereby entitling the non-breaching party to indemnification pursuant to Section 11.2 and Section 11.3 hereof, it is expressly agreed and acknowledged by the parties that solely for purposes of calculation of Damages in connection with any right to indemnification, the representations and warranties of either or the Sellers or Parent and Buyer, as applicable, that have been breached shall be deemed not qualified by any references therein to materiality generally, Sellers’ Knowledge or to whether or not any breach or inaccuracy results in a Material Adverse Effect.

Appears in 4 contracts

Samples: Asset Purchase Agreement (MRS Fields Famous Brands LLC), Asset Purchase Agreement (MRS Fields Famous Brands LLC), Asset Purchase Agreement (NexCen Brands, Inc.)

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Other Indemnification Provisions. (a) To the extent that any representations and warranties of the Sellers, Parent Seller Parties or the Buyer, as applicable, have been breached, thereby entitling the non-breaching party to indemnification pursuant to Section 11.2 and 11.2(a) or Section 11.3 11.3(a) hereof, it is expressly agreed and acknowledged by the parties that that, solely for purposes of calculation of Damages in connection with any right to indemnification, the representations and warranties of either the Seller Parties or the Sellers or Parent and Buyer, as applicable, that have been breached shall be deemed not qualified by any references therein to materiality generally, Sellers’ Knowledge knowledge or to whether or not any breach or inaccuracy results in a Seller Parties Material Adverse Effect or Buyer Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (XCel Brands, Inc.)

Other Indemnification Provisions. (a) To the extent that any representations and warranties of the Sellers, Parent Seller Parties or Buyerthe Buyers, as applicable, have been breached, thereby entitling the non-breaching party to indemnification pursuant to Section 11.2 and or Section 11.3 hereof, it is expressly agreed and acknowledged by the parties that that, solely for purposes of calculation of Damages in connection with any right to indemnification, the representations and warranties of either the Seller Parties or the Sellers or Parent and BuyerBuyers, as applicable, that have been breached shall be deemed not qualified by any references therein to materiality generally, Sellers’ Knowledge knowledge or to whether or not any breach or inaccuracy results in a Seller Parties Material Adverse Effect or Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

Other Indemnification Provisions. (a) To the extent that any representations and warranties of the Sellers, Parent Sellers or Buyerthe Buyers, as applicable, have been breached, thereby entitling the non-breaching party Party to indemnification pursuant to Section 11.2 and 7.2 or Section 11.3 7.3 hereof, it is expressly agreed and acknowledged by the parties that Parties that, solely for purposes of calculation of Damages in connection with any right to indemnification, the representations and warranties of either or the Sellers or Parent and BuyerBuyers, as applicable, that have been breached shall be deemed not qualified by any references therein to materiality generally, Sellers’ Knowledge or to whether or not any breach or inaccuracy results in a Seller Material Adverse Effect or Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

Other Indemnification Provisions. (a) To the extent that any representations and warranties of the Sellers, Parent Seller or Buyerthe Buyers, as applicable, have been breached, thereby entitling the non-breaching party to indemnification pursuant to Section 11.2 and or Section 11.3 hereof, it is expressly agreed and acknowledged by the parties that Parties that, solely for purposes of calculation of Damages in connection with any right to indemnification, the representations and warranties of either the Seller or the Sellers or Parent and BuyerBuyers, as applicable, that have been breached shall be deemed not qualified by any references therein to materiality generally, Sellers’ Knowledge or to whether or not any breach or inaccuracy results in a Seller Material Adverse Effect or Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

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Other Indemnification Provisions. (a) To the extent that any representations and warranties of the Sellers, Parent Seller or Buyerthe Buyers, as applicable, have been breached, thereby entitling the non-breaching party to indemnification pursuant to Section 11.2 and Section 11.3 hereof, it is expressly agreed and acknowledged by the parties that solely for purposes of calculation of Damages in connection with any right to indemnification, the representations and warranties of either the Seller or the Sellers or Parent and BuyerBuyers, as applicable, that have been breached shall be deemed not qualified by any references therein to materiality generally, Sellers’ Knowledge or to whether or not any breach or inaccuracy results in a Seller Material Adverse Effect or Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (XCel Brands, Inc.)

Other Indemnification Provisions. (a) To the extent that any representations and warranties of the Sellers, Parent Seller or Buyer, as applicable, have been breached, thereby entitling the non-breaching party to indemnification pursuant to Section 11.2 and Section 11.3 hereof, subject to the limitations in Section 11.4, it is expressly agreed and acknowledged by the parties that solely for purposes of calculation of Damages in connection with any right to indemnification, the representations and warranties of either or the Sellers or Parent Seller and Buyer, as applicable, that have been breached shall be deemed not qualified by any references therein to materiality generally, Sellers’ Knowledge generally or to whether or not any breach or inaccuracy results in a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (NexCen Brands, Inc.)

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