Buyer’s Obligation to Indemnify. Following the Closing, Buyer will indemnify and hold Seller, its affiliates, managers, member, and officers harmless from and against any and all liability, loss, damage, or deficiency (collectively, “Losses”) resulting from: (i) any misrepresentation, breach of warranty, or non-fulfillment of any agreement on the part of Buyer under this Agreement; (ii) any misrepresentation in or occasioned by any certificate, document, or other instrument furnished or to be furnished by Buyer in connection with the transactions contemplated by this Agreement; (iii) the ownership, management and operations of the Dealership or the Assets from and after the Closing Date; (iv) any misrepresentation, inaccuracy, or failure of any representation or warranty of Buyer; (v) the Assigned Contracts, and; (vi) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including without limitation, reasonable legal fees and expenses incident to any of the foregoing or incurred in investigating or attempting to void the same or to oppose the imposition thereof or in enforcing this indemnity.
Buyer’s Obligation to Indemnify. Buyer agrees to defend, indemnify and hold harmless the Company and each of the Company’s Affiliates and Subsidiaries, and their respective directors, officers, partners, employees, agents and representatives, and the successors and assigns of each of the foregoing (collectively, the “Company Indemnified Parties”), to the fullest extent lawful, from and against any and all Claims made, brought or asserted against the Company Indemnified Parties, or any one of them, and Buyer hereby agrees to pay or reimburse the Company Indemnified Parties for any and all amounts arising out of Claims payable by any of the Company Indemnified Parties to any Person, as well as reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and other similar costs, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) any breach of any covenant, agreement or Obligation of Buyer contained in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by Buyer may be unenforceable for any reason, Buyer shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby, which is permissible under applicable Law. Buyer will not be liable to the Company under this indemnity: (x) for any settlement by the Company in connection with any Claim effected without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; or (y) to the extent that a Claim is attributable to the Company’s breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. Notwithstanding anything to the contrary contained in this Section 9.2 or anywhere else in this Agreement or in the Transaction Documents, the aggregate amount of indemnification which may be sought, claimed and/or recovered by the Company Indemnified Parties (collectively) from Buyer pursuant to this Section 9.2 relating to a breach of representation or warranty made by Buyer (other than a breach of the Buyer Fundamental Representations) sh...
Buyer’s Obligation to Indemnify. The rights granted under this Article 6 of this Agreement shall be exercised by Buyer at Buyer's sole risk. Buyer shall Indemnify AT&T and Affiliates for injury, including death, to any person, or damage or loss of any kind to any property, including the Property and other property of Seller, that may occur as a result of Buyer's exercise of any of the rights granted under this Article 6, including, but without limitation, use of the Building Records.
Buyer’s Obligation to Indemnify. From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller (and its directors, officers, employees, Affiliates and assigns) from and against all Losses resulting from or arising out of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Buyer contained herein or in any Transaction Document.
Buyer’s Obligation to Indemnify. Buyers undertake to hold harmless and indemnify Seller, its Affiliates (including, from and after the Closing Date, the Companies) and each of their respective managers and Employees (jointly, the “Seller Indemnitees”) from and against any and all Losses incurred by a Seller Indemnitee as a result of any: Table of Contents
Buyer’s Obligation to Indemnify. Buyer shall defend, indemnify and hold harmless the Seller Parties, their Affiliates and their respective Representatives and successors and permitted assigns (collectively, the Seller Indemnified Parties”), from and against any and all Adverse Consequences arising out of, or in connection with, or caused by, directly or indirectly, any or all of the following:
Buyer’s Obligation to Indemnify. From and after the Closing, and subject to the terms and conditions of this Article 7, Buyer hereby assumes and agrees to save, indemnify and hold harmless the Seller and its officers, directors and stockholders (collectively "Seller Indemnitees") from and against:
Buyer’s Obligation to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller and its directors, officers, employees, Affiliates and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party”) from and against all Losses, asserted against, imposed upon or incurred by any Seller Indemnified Party by reason of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant or agreement of Buyer in this Agreement, (ii) Buyer’s ownership or operation of the Company following the Closing, and (iii) costs, fees and other expenses of Buyer as set forth in Section 5.4 hereof.
Buyer’s Obligation to Indemnify. In addition to the indemnification obligations of Buyer specifically set forth in Section 1.5, Buyer shall indemnify Seller or its applicable affiliate against and in respect of any and all damages, losses, liabilities or deficiencies (including without limitation all reasonable legal expenses and other costs incurred by Seller or its applicable affiliate in connection with any and all actions, suits, proceedings, demands, investigations, judgments or settlements relating thereto, and subject to the provisions of Section 9.5 hereof) ("Seller Losses") resulting from, arising out of or relating to:
Buyer’s Obligation to Indemnify. Each Buyer hereby agrees to indemnify and hold Seller forever harmless from and against the aggregate of all Losses, incurred or suffered by Seller, arising out of, resulting from or in any other way related to, directly or indirectly: (i) any breach or inaccuracy of any of the representations and warranties made by Buyers in this Agreement or incorporated into this Agreement, or (ii) any breach of the covenants or agreements made by Buyers in or pursuant to this Agreement.
