Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article 14, Seller agrees to indemnify, defend, and hold harmless Purchaser and its officers, directors, shareholders, employees and agents (collectively, the "Purchaser Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser Indemnitees by reason of, resulting from, based upon, or arising out of:
Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article X, from and after the Closing, Seller hereby agrees to indemnify, defend and hold Purchaser and Guarantor, their Affiliates and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses including interest, penalties and attorneys’ fees and expenses (collectively, “Damages”) asserted against, resulting to, imposed upon or incurred by any Purchaser Indemnified Party (including the costs and expenses incurred by such Purchaser Indemnified Party in enforcing the provisions of this Section) by reason of, resulting from or arising out of: (a) the Retained Liabilities; (b) a breach by Seller of any of its representations or warranties contained in this Agreement (solely for purposes of determining whether any breach or inaccuracy has occurred and determining the amount of any Damages, no effect will be given to any materiality, material adverse effect or similar qualification contained in such representations and warranties); (c) a breach by Seller of any of its covenants or agreements contained in this Agreement, other than any such covenants or agreements contained in Section 6.08; (d) a breach by Seller of any of its covenants or agreements contained in Section 6.08 to the extent resulting from Seller’s or its Affiliates’ gross negligence or willful misconduct; or (e) the termination by Seller of the employment of any Employees (other than any severance or similar costs resulting from the termination of any such Employees).
Agreement of Seller to Indemnify. Subject to the terms and conditions of this Article VI, and the definitions set forth in Section 6.03 hereof, Seller agrees to indemnify, defend and hold harmless Buyer and the Surviving Corporation, their officers, directors, shareholders, other Affiliates, employees and agents (collectively, the "Buyer Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Buyer Indemnitees by reason of, resulting from, based upon, or arising out of:
Agreement of Seller to Indemnify. Subject to the terms and conditions of this Agreement, Xxxxxx agrees to indemnify, defend, and hold harmless, Purchaser from, against, for, and in respect of any and all Losses asserted against, or paid, suffered, or incurred by, Purchaser and resulting from, based upon, or arising out of:
Agreement of Seller to Indemnify. (a) Subject to the terms and conditions of this Article 10, effective upon the Closing Date the Seller agrees to indemnify, defend, and hold harmless Purchaser against, from, for, and to the extent of any and all Damages imposed upon or incurred by Purchaser resulting from, based upon, or arising out of:
Agreement of Seller to Indemnify. Seller shall indemnify and defend Buyer and its officers, directors, employees, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees. representatives, agents, shareholders, partners and affiliates) and hold each of them harmless from and against any loss, claim, liability, cost, damage or expense (including, but not limited to, all expenses reasonably incurred in investigating, preparing and defending any litigation or proceeding, commenced or threatened, or any claim or action whatsoever) (collectively, "Losses") suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Seller contained in this Agreement or in any schedule, certificate, instrument or other document delivered pursuant hereto, (ii) any breach of any covenant or agreement of Seller or Lyon's contained in this Agreement, (iii) subject to Section 1.5 hereof, any federal, state, local, foreign or other taxes of Lyon's or with respect to any of the Lyon's Assets that are due and payable before the Closing Date or (iv) any of the litigation matters set forth on SCHEDULE 3.16 hereto or any other litigation matters or claims which relate to events arising prior to Closing. Subject to the provisions of the preceding sentence, payments in respect of the indemnification provided in this Section 8.2 shall be made promptly as Losses shall be incurred. Notwithstanding the foregoing, the indemnified party may recover expenses of legal counsel under the indemnity provided in this Section 8.2 only (i) if the indemnifying party fails to undertake and complete the defense of a claim with counsel that is reasonably acceptable to the indemnified party at the sole expense of the indemnifying party or (ii) where the indemnified party incurs expenses of legal counsel to enforce the indemnify provisions hereof.
Agreement of Seller to Indemnify. Subject to the conditions and limitations set forth in this Section 10, Seller hereby agrees to indemnify, defend and hold harmless Buyer from and against and in respect of all Claims asserted against, imposed upon, resulting to or incurred by Buyer, any Group Company or any of their Affiliates arising out of or resulting from any breach of any representation, warranty, covenant or agreement given or made by Seller in this Agreement. In the event that Buyer makes any claim hereunder in respect of Seller's indemnity set forth in this Section 10, Seller shall be entitled, for a period of 30 days following receipt of any such claim, to try to put Buyer in the same position that Buyer would have been in had the breach of representation, warranty, covenant or agreement underlying such claim not occurred. If Seller fails to do so within such 30 day period, Buyer shall be entitled to make a claim for indemnification pursuant hereto.
Agreement of Seller to Indemnify. (a) Subject to the conditions and provisions of SECTION 17.3 hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer Indemnified Persons from and against and in any respect of all Claims asserted against, resulting to, imposed upon or incurred by the Buyer Indemnified Persons (whether such Claims are by, against or relate to Seller or any other party, including a governmental entity), directly or indirectly, by reason of or resulting from:
Agreement of Seller to Indemnify. Seller will protect, defend, indemnify and hold harmless Buyer from and against (i) any and all liabilities, obligations, debts, or commitments of Seller or related to the Assets arising before the Closing Date and not expressly assumed by Buyer hereunder, (ii) investor lawsuits, and (iii) any and all demands, claims, recoveries, obligations, losses, damages, deficiencies and liabilities and all related costs, expenses (including reasonable attorneys’ fees), interest and penalties which Buyer shall incur or suffer which arise, result from or relate to (a) the breach of, or failure to perform or satisfy, any of the representations, warranties, covenants or agreements made by Seller in or under this Agreement, (b) any action, suit, proceeding (administrative or otherwise), claim, arbitration or investigation (including costs and expenses sustained in connection therewith) pending, threatened against or affecting the Assets or Seller’s business as transacted prior to or as of the Closing Date in any court or before any governmental agency or instrumentality based upon or arising from any act, event or transaction involving, or any action taken by, Seller which occurred, existed or was taken or may be alleged to have occurred, existed or have been taken, on or before the Closing Date.
Agreement of Seller to Indemnify. Subject to the provisions of this Article 7, regardless of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, the Seller agrees to indemnify, defend, and hold harmless the Buyer Group from, against, for, and in respect of any and all Losses asserted against, imposed upon, or incurred by the Buyer Group by reason of, resulting from, based upon, or arising out of:
