Buyer’s Indemnification Obligations. Buyer shall, on the Closing Date, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Sellers, their Affiliates and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ Losses”):
(a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing; or
(b) relating to the Assumed Obligations; provided, however, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(a) shall expire on the Survival Date, except for Sellers’ Losses for which a notice is received by Buyer as provided in this Agreement prior to such date; and further provided, however, provided, that Buyer’s indemnification obligations for Sellers’ Losses under Section 11.3(b) shall not expire but shall remain in effect until such Assumed Obligations are fully satisfied.
Buyer’s Indemnification Obligations. Effective at and after the Closing, Buyer shall indemnify Sellers and each of their respective successors and permitted assignees against, and agrees to hold each of them harmless from, any and all Claims incurred or suffered by any such Person arising out of or in connection with:
(a) any misrepresentation or breach of any representation or warranty of Buyer contained in this Agreement; or
(b) any breach of any Post-Closing Covenants of Buyer; or
(c) the Assumed Liabilities.
Buyer’s Indemnification Obligations. On and after the Closing Date, Buyer hereby agrees to indemnify, defend and hold harmless Seller and each of its directors, officers, employees, subsidiaries and other affiliates (other than the Subsidiaries) and representatives (collectively, the "Seller Indemnified Parties", which, for purposes of Section 8.3, shall be deemed to refer to Seller and its subsidiaries as indemnified parties under Article VI hereof) from and against, and will pay to the Seller Indemnified Parties the amount of, any and all claims, losses, damages, costs, expenses, obligations, liabilities, charges, actions, suits, proceedings, deficiencies, interest, penalties and fines (including, without limitation, costs of collection, attorney's fees and other costs of defense, removal costs, remediation costs, closure costs and expenses of investigation and ongoing monitoring) or diminution in value, whether or not involving a third party claim (collectively, "Damages") imposed on, sustained, incurred or suffered by or asserted against them in respect of, but only in respect of:
(i) any breach of Buyer's representations and warranties in this Agreement, including, without limitation, representations and warranties of Buyer contained in any certificate delivered by Buyer at the Closing pursuant to the terms of Section 5.3(c) hereof; provided, that subject to Section 8.5 hereof, any indemnification claim under this Section 8.1(a)(i) must be made within the period of survivability set forth in Section 3.3;
(ii) Buyer's failure, or the failure of any subsidiary of Buyer, to perform or otherwise fulfill any of its agreements, covenants, obligations or undertakings hereunder or under any of the Ancillary Agreements or under any document delivered by Buyer or any of its Designees pursuant to the terms of Section 2.3;
(iii) the Assumed Liabilities;
(iv) any property damage, personal injury, death, product recall, product return or other similar Liability arising out of products that are manufactured or distributed by Buyer or any of its subsidiaries or other affiliates subsequent to the Closing Date (other than to the extent arising out of or resulting from the manufacture, shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Seller or any of its affiliates or any of their direct or indirect distributors or agents prior to the Closing Date), whether in respect of any express or implied representation or warranty or otherwise; and
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Buyer’s Indemnification Obligations. Buyer shall indemnify each Seller and each Seller's representatives and their other Affiliates (the "Sellers Indemnified Parties") from, and hold the Sellers Indemnified Parties harmless from and against, any and all Damages arising out of or resulting from (i) any breach of any representation or warranty made by Buyer in this Agreement, (ii) any breach of any covenant or agreement made by Buyer in this Agreement or in any Ancillary Agreement, (iii) any Assumed Liability, and (iv) the reasonable costs of enforcing any Seller Indemnified Party's rights hereunder.
Buyer’s Indemnification Obligations. With respect to each Aircraft and the Final Spares Package, Buyer will indemnify the Seller Indemnitees (defined below) in full on demand in respect of all losses, liabilities, claims, proceedings, penalties, judgments, damages, costs and expenses (“Seller’s Losses”) suffered or incurred by Seller, its affiliated companies, funds and beneficiaries, lenders and their respective officers, managers, directors, shareholders, employees, agents, successors, assigns (each a “Seller Indemnitee” and, collectively, the “Seller Indemnitees”) arising out of or connected in any way with:
(1) any event, act or omission occurring on or after the Closing Date, including, without limitation, related to loss or destruction of or damage to any property, or death or injury to any person caused by, relating to or arising from or out of (in each and every case whether directly or indirectly) the purchase, manufacture, ownership, possession, registration, storage, performance, transportation, management, sale, control, inspection, use or operation, design, condition, testing, delivery, leasing, maintenance, repair, service, modification, overhaul, replacement, removal or redelivery of such Aircraft or the Spares Package; or
(2) the breach of, or any misrepresentation by the Buyer of, any of its covenants, representations or warranties set forth in this Agreement.
Buyer’s Indemnification Obligations. Subject to the terms and conditions of this Section 6, Buyer agrees to indemnify and hold the Seller harmless against and in respect of (A) any and all losses, liabilities, damages or expenses (including legal fees and expenses) relating to or arising out of any material misrepresentation or breach of warranty of Buyer contained in Section 5 of this Agreement or in any statement or certificate delivered by Buyer; (B) any material breach of any covenant of Buyer contained in this Agreement; and (C) the purchase by Buyer from Seller of the shares of Common Stock set forth on the attached Schedule A (it being understood that in no event shall Buyer indemnify the Seller for any losses suffered or taxes payable in respect of profits realized upon the sale by the Seller of the Common Stock pursuant to this Agreement).
Buyer’s Indemnification Obligations. Subject to the terms and conditions of this Article VI, Buyer shall indemnify and hold harmless Seller, its Affiliates and each of their respective officers, directors, employees, and agents (collectively, the “Seller Indemnified Parties” and each a “Seller Indemnified Party”), and shall reimburse the Seller Indemnified Parties, for any Damages, whether in respect of third party claims, claims between the parties hereto, or otherwise directly or indirectly relating to, as a result of, arising out of, or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Buyer to Seller herein (other than Fundamental Buyer Representations and Warranties);
(b) any inaccuracy in or breach of any Fundamental Buyer Representations and Warranties; and
(c) any breach by Buyer of, or failure by Buyer to comply with, any covenant or obligation under this Agreement to be performed by Buyer.
Buyer’s Indemnification Obligations. During the Indemnification Period, Buyer shall indemnify, defend and hold harmless Seller and Principal Shareholder and each of their respective officers, directors, employees, agents, Affiliates, successors and assigns (collectively with Seller, the "Seller Indemnitees") from and against, and shall reimburse Seller Indemnitees for, all Losses imposed upon or incurred by any of Seller Indemnitees, directly or indirectly, resulting from or arising out of (a) the failure by Buyer to pay, perform or discharge any of the Assumed Liabilities set forth in Schedule 2.5, (b) the operation of the Seller's Business or the Acquired Assets by Buyer on and following the date hereof (including, without limitation, any product liability asserted against Seller with respect to products sold by Buyer on or after the date hereof), (c) any material inaccuracy in or material breach of any of Buyer's representations and warranties in this Agreement or in any Schedule delivered by Buyer pursuant hereto, or (d) any material breach by Buyer of its covenants and agreements in this Agreement
Buyer’s Indemnification Obligations. The Buyer shall indemnify and hold harmless the Stockholders, their respective Affiliates, all of their respective Representatives, and their respective successors and assigns from and against any and all Damages based upon, attributable to or resulting from: (a) a breach of any representation or warranty of the Buyer set forth in this Agreement or in any other Transaction Document; (b) a breach of any covenant or other agreement on the part of the Buyer under this Agreement or under any other Transaction Document; or (c) any operations of the Company relating solely to periods after the Closing.
Buyer’s Indemnification Obligations. Buyer shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Seller harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, "Seller's Losses") (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing, or (b) relating to Buyer's ownership and operation of the Properties after the Effective Date.
