Agreement to Indemnify by Seller Sample Clauses

Agreement to Indemnify by Seller. Subject to the terms and conditions of Sections 9.4 and 9.5 hereof, the Seller hereby agrees to indemnify and save the Buyer, the Corporation and their respective shareholders, officers, directors, employees, successors and assigns (each, a "BUYER INDEMNITEE") harmless from and against, for and in respect of, any and all damages, losses, obligations, liabilities, demands, judgments, injuries, penalties, claims, actions or causes of action, encumbrances, costs, and expenses (including, without limitation, reasonable attorneys' fees and expert witness fees), suffered, sustained, incurred or required to be paid by any Buyer Indemnitee (collectively, "BUYER'S DAMAGES") arising out of, based upon, in connection with, or as a result of:
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Agreement to Indemnify by Seller. Seller hereby agrees to indemnify and save Buyer, its affiliates, and their respective shareholders, officers, directors, employees, successors and assigns, Target, and Operating Company (each, a “Buyer Indemnitee”) harmless from and against, for and in respect of, any and all demands, judgments, injuries, penalties, fines, damages, losses, obligations, liabilities, claims, actions or causes of action, encumbrances, costs, expenses (including, without limitation, reasonable attorneys’ fees, consultants’ fees and expert witness fees), suffered, sustained, incurred or required to be paid by any Buyer Indemnitee, whether claims are made by a Buyer Indemnitee or a third party, (a) arising out of, based upon, in connection with or as a result of the assertion against any Buyer Indemnitee or the Stock of any liability or obligation arising out of or based upon any of the items listed on Schedule 8.2, (b) arising out of, based upon, or in connection with the failure of Seller to perform the covenants contained in this Agreement which are to be performed after the Closing, (c) in the event of fraud by Seller, Target or Operating Company in the negotiation, execution, or performance of this Agreement or (d) arising out of, based upon, in connection with or as a result of the assertion against any Buyer Indemnitee of any liability or obligation arising out of or based upon any of any of the items identified on Schedule 3.23(c) or any other alleged operational or other compliance failures with respect to the 401(k) Plan except with respect to costs and expenses incurred in connection with, or pursuant to, the VCP Submission under Section 5.6 (b), such costs and expenses shall be handled as provided for in that Section 5.6 (b).
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Agreement to Indemnify by Seller. Subject to the terms and conditions of Sections 12.4 and 12.5 hereof, from and after the Closing Date, the Seller agrees to indemnify and save Purchaser, its affiliates, shareholders, officers, directors, employees, successors and assigns (each, a "Purchaser Indemnitee") harmless from and against, for and in respect of, any and all demands, judgments, injuries, penalties, fines, damages, losses, obligations, liabilities, claims, actions or causes of action, encumbrances, costs and expenses (including, without limitation, reasonable attorneys' fees, consultants' fees and expert witness fees) suffered, sustained, incurred or required to be paid by any Purchaser Indemnitee (collectively, "Purchaser's Damages") arising out of, based upon, in connection with or as a result of:
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Agreement to Indemnify by Seller. (a) Subject to the conditions and provisions herein set forth, Seller hereby agrees to indemnify, defend and hold harmless Buyer from and against all demands, claims, causes of action, assessments, losses, damages, liabilities, reasonable costs and expenses, including, without limitation, interest and penalties asserted against or imposed upon or incurred by Buyer resulting from (i) any breach by Seller of any then-surviving representation or warranty of Seller contained in this Agreement, (ii) any breach by Seller of any covenant or agreement contained in this Agreement, (iii) any liability or obligation of Seller not assumed by Buyer pursuant to this Agreement, (iv) litigation instituted after the Closing Date that relates to conduct of the CATV Operations prior to the Closing Date, (v) any taxes payable (or that shall become payable) by Seller under this Agreement, (vi) or giving rise to a purchase price adjustment in Seller's favor pursuant to Section 2.03(a)(i) hereof; (vii) taxes relating to the CATV Operations by Seller that relate to the period prior to the Closing Date; and (viii) any copyright payments determined to be due and payable for any period (or portion thereof) prior to the Closing Date (collectively, "Buyer Damages").
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Agreement to Indemnify by Seller. Subject to the terms and conditions of Section 10.3, Seller agrees to indemnify and save Buyer, its affiliates, shareholders, officers and directors (individually, a "Buyer Indemnitee") harmless from or against, for and in respect of any and all damages, losses, obligations, liabilities, claims, actions or causes of action, encumbrances, costs, and expenses suffered (including without limitation reasonable attorney's fees), sustained, incurred or required to be paid by any Buyer Indemnitee as a result of the untruth, inaccuracy, breach or non-fulfillment of any representation, warranty, covenant or agreement of Seller contained in or made pursuant to this Agreement, including any exhibit or Schedule hereto or certificate delivered hereunder, or as a result of the actions or omissions of Seller prior to the Closing. Seller indemnifies and will hold harmless Buyer from any claim made against Buyer: a) by reason of Buyer's use or occupancy of the Premises for actions or inactions taken with regard to the Premises prior to the Closing; and b) by reason of Seller's operation of its business prior to Closing.
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Related to Agreement to Indemnify by Seller

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Obligation of Buyer to Indemnify Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement.

  • Seller’s Agreement to Indemnify Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following:

  • Indemnitee’s Entitlement to Indemnification In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

  • Buyer’s Agreement to Indemnify Subject to the terms, conditions and limitations of this Agreement, Buyer agree to indemnify, defend and hold harmless Seller and their agents, from and against all Damages to which Seller becomes subject as a result of, arising out of, or based in any of the following:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Obligation to Indemnify Subject to the provisions of this Section IV.G, Company will indemnify and hold Investor, its Affiliates, managers and advisors, and each of their officers, directors, shareholders, partners, employees, representatives, agents and attorneys, and any person who controls Investor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Company in this Agreement or in the other Transaction Documents, (b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) any action by a creditor or stockholder of Company who is not an Affiliate of an Investor Party, challenging the transactions contemplated by the Transaction Documents; provided, however, that Company will not be obligated to indemnify any Investor Party for any Losses finally adjudicated to be caused solely by (i) a false statement of material fact contained within written information provided by such Investor Party expressly for the purpose of including it in the applicable Registration Statement, Prospectus, Prospectus Supplement, or (ii) such Investor Party’s unexcused material breach of an express provision of this Agreement or another Transaction Document.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) 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:

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller 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 Seller Indemnitees based upon, arising out of, with respect to or by reason of:

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