Additional Indemnification by Purchaser Sample Clauses
The "Additional Indemnification by Purchaser" clause requires the purchaser to provide extra protection to the seller against certain losses, damages, or liabilities that may arise in connection with the transaction. Typically, this clause obligates the purchaser to cover specific risks or claims that go beyond standard indemnification provisions, such as those related to third-party lawsuits or regulatory penalties. Its core practical function is to allocate risk more heavily onto the purchaser, ensuring the seller is safeguarded from particular unforeseen issues that could occur after the sale.
Additional Indemnification by Purchaser. Purchaser shall indemnify and hold harmless all Sellers Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to: the Purchased Assets or the ownership, operation, servicing, lease or use thereof, or any action taken with respect thereto, by Purchaser or any other person, in each case to the extent occurring or attributable to the period following the Closing Date; or the Assumed Liabilities.
Additional Indemnification by Purchaser. Purchaser shall indemnify and hold harmless all Seller Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to:
(i) the Purchased Assets or the ownership, operation, servicing, lease or use thereof, or any action taken with respect thereto after the Closing, by Purchaser or any Purchaser Affiliate or any other Person, other than with respect to any matter, circumstance Damage or event which is the subject of, or gives rise to, an indemnification, payment or similar obligation of any member of the Seller Group pursuant to this Agreement;
(ii) the Assumed Liabilities;
(iii) any violation of the WARN Act or other statutory or common law or civil law requirements pertaining to notice, severance pay, termination pay in lieu of thereof or damages arising as a result of the termination or dismissal (including constructive termination or dismissal), by Purchaser or any Purchaser Affiliate, of any Accepting Employee after the Closing; or
(iv) any liability or obligation related to any Purchaser Plan.
Additional Indemnification by Purchaser. Purchaser shall indemnify and hold harmless all Seller Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to:
(i) the Purchased Assets or the ownership, operation, servicing, lease or use thereof, or any action taken with respect thereto after the Closing, by Purchaser or any Purchaser Affiliate or any other Person, other than with respect to any matter, circumstance Damage or event which is the subject of, or gives rise to, an indemnification, payment or similar obligation of any Seller pursuant to this Agreement; or
Additional Indemnification by Purchaser. Purchaser shall indemnify and hold harmless all Seller Indemnified Parties from and against any and all Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to:
(a) the Purchased Assets or the ownership, operation, servicing, lease or use thereof, or any action taken with respect thereto after the Closing, by Purchaser or any Affiliate of Purchaser, other than with respect to any matter, circumstance Damage or event which is the subject of, or gives rise to, an indemnification, payment or similar obligation of Seller pursuant to this Agreement; provided, however, that in no event shall Purchaser indemnify or hold harmless the Seller Indemnified Parties from and against any Damages suffered or incurred by any of them resulting from, arising out of, based on or relating to the use by Seller as licensee (or any sublicensee of Seller) of the Marks except to the extent such use is the result of the specific written instruction of Purchaser; or
Additional Indemnification by Purchaser. Notwithstanding the provisions of Paragraph 18(A) above, Purchaser shall indemnify, defend and hold harmless Seller, its officers, directors, employees and agents from any liability, claim, demand, loss, expense (including reasonable attorneys' fees and court costs) or damage arising with respect to that certain Office Lease Agreement dated April 6, 2005 between Seller, as landlord, and Remington Administrative Services, Inc. ("Remington"), as tenant (the "Remington Lease") that results from Seller's failure to extend any right of first offer to Remington pursuant to the Remington Lease, or Seller's negotiations with Remington in respect of a proposed amendment to the Remington Lease.