Buyer's Right to Indemnification. Each of Nicxxxx xxd Seller, jointly and severally, undertake and agree to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, members, representatives, and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee arising from (i) the claims of third parties with respect to operation of the Business or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's or any Member's covenants, warranties, or representations contained in this Agreement; (iii) all liabilities of Seller or the Business not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (iv) all liens, charges, or encumbrances on any of the Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; (v) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; and (vi) any breach or default by Seller under any Contract prior to Closing; to the extent any of the foregoing claims in subclauses (i) through (vi) are not covered by any applicable insurance or to the extent of any liability in excess of the policy limits of such insurance. The foregoing indemnity is intended by Nicxxxx xxd Seller to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth. Nothing in this Section 11.1.1 creates any rights to which any insurance company may be subrogated and no person who is not a party to this Agreement may enforce, directly or indirectly, this Section 11.1.1.
Buyer's Right to Indemnification. Seller undertakes and agrees to (a) indemnify, defend and hold harmless Buyer against and in respect of, and (b) reimburse Buyer upon demand for and against, any and all losses, costs, liabilities, claims, obligations and expenses, including reasonable attorneys' fees, incurred or suffered by Buyer arising from (i) the operation of the Business or ownership of the Assets prior to Closing; (ii) the breach, misrepresentation or other violation of any of Seller's covenants, warranties or representations contained in this Agreement; (iii) all liabilities of Seller not expressly assumed by Buyer pursuant to this Agreement; (iv) all liens, charges or encumbrances on any of the Assets which are not expressly disclosed to Buyer by Seller in this Agreement; and (v) all claims for damages made by any party to a Contract whose claim for damages is based on the premise that Seller breached that Contract by assigning same to Buyer. The obligations under this Paragraph 10.2 shall cease and terminate three years from the Closing Date and Buyer shall have no right of indemnification unless such claim for indemnification is made within three years from the Closing Date.
Buyer's Right to Indemnification. Seller hereby indemnifies and holds Buyer and its assigns harmless from and against (i) any breach, misrepresentation, or violation of any of Seller's representations, warranties, covenants, or other obligations contained in this Agreement or in any Seller Document; (ii) all obligations and liabilities of Seller and/or the Station not expressly assumed by Buyer pursuant to Section 4.4; and (iii) all claims by third parties against Buyer attributable to the operation of the Station and/or the use or ownership of the Purchased Assets prior to Closing. This indemnity is intended by Seller to cover all actions, suits, proceedings, claims, demands, assessments, adjustments, interest, penalties, costs and expenses (including, reasonable fees and expenses of counsel), whether suit is instituted or not and, if instituted, whether at the trial or appellate level, with respect to any and all of the specific matters set forth in this indemnity.
Buyer's Right to Indemnification. SELLER SHAREHOLDER AND XXX. XXXXXX, JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD BUYER AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE "INDEMNIFIED PARTIES") HARMLESS FROM ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, CONTINGENCIES, DAMAGES, JUDGMENTS, FINES, PENALTIES, AMOUNTS PAID IN SETTLEMENT, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL COURT COSTS AND REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS), AND WHETHER AS A RESULT OF DIRECT CLAIMS OR THIRD PARTY CLAIMS ("LOSSES"), THAT THE INDEMNIFIED PARTIES OR ANY OF THEM MAY SUFFER OR INCUR AS A RESULT OF OR RELATING TO: (a) THE BREACH OR INACCURACY, OR ANY ALLEGED BREACH OR INACCURACY, OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS MADE BY SELLER, SHAREHOLDER OR XXX. XXXXXX HEREIN (WITHOUT GIVING EFFECT TO ANY UPDATING OR CORRECTIVE INFORMATION FURNISHED PURSUANT TO SECTION 7.5 OF THIS AGREEMENT OR OTHERWISE) OR IN ANY ASSIGNMENT, XXXX OF SALE, LEASE OR OTHER INSTRUMENT, DOCUMENT OR PAPER DELIVERED PURSUANT TO THIS AGREEMENT; (b) ANY LAWSUIT, CLAIM OR PROCEEDING OF ANY NATURE ARISING OUT OF ANY ACT OR TRANSACTION OCCURRING PRIOR TO THE CLOSING OR ARISING OUT OF FACTS OR CIRCUMSTANCES THAT EXISTED AT OR PRIOR TO THE CLOSING; (c) ANY INCOME, FRANCHISE, SALES, USE, TRANSFER, EXCISE OR OTHER TAX ARISING UPON THE CONSUMMATION OF THE PURCHASE AND SALE OF THE PURCHASED ASSETS HEREUNDER (EXCEPT FOR BUYER'S SALES TAX PORTION), OR ARISING OUT OF OR RESULTING FROM THE OPERATIONS OF SELLER, ANY TRANSACTION OR ACTIVITY OF SELLER, OR ANY INCOME DERIVED BY SELLER (OTHER THAN THE ASSUMED LIABILITIES); (d) ANY WAGES, SALARIES, VACATION PAY, SICK PAY, OR PERSONAL LEAVE, OR ACCRUALS WITH RESPECT THERETO (OTHER THAN THE ASSUMED LIABILITIES), OR OTHER COMPENSATION, LIABILITIES, OBLIGATIONS, CLAIMS OR CONTINGENCIES OF ANY NATURE DUE OR PAYABLE AT ANY TIME WHATSOEVER TO ANY CURRENT OR FORMER DIRECTOR, OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY BENEFIT PLAN; (e) ANY CONTAMINATION ON OR UNDER THE LEASED PREMISES OR IN ANY OF THE PURCHASED ASSETS CAUSED BY ANYONE (OTHER THAN BUYER OR ITS AGENTS OR EMPLOYEES) ON OR PRIOR TO THE CLOSING DATE, OR ANY LIABILITY OR OBLIGATION FOR REMEDIATION OR CLEAN-UP OF ENVIRONMENTAL CONDITIONS AS A RESULT OF SELLERS OPERATIONS, WHETHER ON OR UNDER THE LEASED PREMISES OR ELSEWHERE, OR THE ACTIVITIES OF ANY PERSON (OTHER THAN BUYER) ON OR UNDER THE LEASED PREMISES; (f) ...
Buyer's Right to Indemnification. Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee arising from (i) the claims of third parties with respect to operation of the Stations or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's covenants, warranties or representations contained in this Agreement; (iii) all liens, charges, or encumbrances on any of the Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; (iv) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; and (v) any breach or default by Seller under any Contract prior to Closing. The foregoing indemnity is intended by Seller to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.
Buyer's Right to Indemnification. Subject to the terms of the Insurance Policy, including, without limitation, the limitations, exclusions and deductible set forth in the Insurance Policy, Buyers will have the right to receive pursuant to coverage provided by the Insurance Policy any and all Damages arising, directly or indirectly, from or in connection with:
(A) any failure of any representation or warranty made by Sellers in this Agreement or any of the closing certificates delivered pursuant to Section 10(a) of this Agreement to be true and correct as of the Closing (as if made anew at the Closing); and
(B) any breach of any covenant or agreement of Sellers in this Agreement. The amount of Damages shall be offset by the net amount of (i) any net insurance proceeds (other than from the Insurance Policy) actually received by Buyer from any insurer (as reduced by any related retrospective or prospective increase in premiums and taking into account all costs and expenses reasonably incurred in procuring such proceeds and any Taxes paid or payable as a result of the receipt of such proceeds), and (ii) any net Tax benefit recognized by Buyer arising from the recognition of the Damages (net of all costs and expenses incurred in procuring such Tax benefit).
Buyer's Right to Indemnification. The Seller hereby agrees to indemnify and hold harmless the Buyer its officers, employees, agents, successors and assigns from and against (i) any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of the matter), which may be asserted against or sustained or incurred by the Buyer in connection with, arising out of, or relating to (a) any events or matters in existence (including the customer orders in backlog as of the Closing Date to be fulfilled by the Seller), or the conduct of the Division or the ownership, use, operation, acquisition or disposition of the Assets, on or before the Closing Date (the "Pre-Closing Liabilities"), (b) any inaccuracy in, misrepresentation or breach of any of the representations, warranties, agreements and covenants made by the Seller in the Operative Documents or in any Schedule or Exhibit thereto; and (ii) any and all costs and expenses (including, but not limited to, reasonable legal expenses) incurred by the Buyer in connection with the enforcement of its rights under the Operative Documents.
Buyer's Right to Indemnification. Sellers jointly and severally undertake and agree to hold Buyer harmless against any and all losses, costs, liabilities, claims, obligations and expenses, including reasonable attorneys' fees, incurred or suffered by Buyer arising from (i) the breach, misrepresentation or other violation of any covenants, warranty or representation of or by Sellers contained in this Agreement, and (ii) all liabilities of the Company not disclosed in writing to Buyer prior to the execution of this Agreement. This indemnity provision shall survive Closing for a period of one (1) year.
Buyer's Right to Indemnification. Subject to the terms and conditions of this ARTICLE IX, the Buyer and each of its respective Affiliates (“Buyer Indemnitees”) shall be indemnified, defended, and held harmless by the Seller from and against all Losses incurred by any Buyer Indemnitee by reason of, arising out of, or resulting from:
(i) the inaccuracy or breach of any representations and warranties of Seller or the Company; and
(ii) any non-fulfillment, breach, violation, or default by Seller or the Company of any of their respective covenants, agreements, or obligations contained in this Agreement.
Buyer's Right to Indemnification. Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees,
