Common use of General Indemnification Obligation of Buyer Clause in Contracts

General Indemnification Obligation of Buyer. Except to the extent SELLER has agreed to be liable to a Seller Indemnified Party (including, but not to, all officers, directors, shareholders and Note holders of Buyer), BUYER will indemnify and hold harmless SELLER, and its officers, directors, and shareholders, (each such person is referred to herein as a “SELLER” or as a "BUYER Indemnified Party") against and in respect of: (a) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations, against any BUYER Indemnified Party that relate to BUYER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring after the Closing Date; (b) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any BUYER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of BUYER contained in this Agreement or (ii) contained in any certificate, schedule, statement, document or instrument furnished to SELLER by or on behalf of BUYER at the Closing; (c) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.2 to the extent SELLER prevails in such enforcement action. SELLER shall promptly notify BUYER of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give BUYER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER; provided that SELLER shall also at all times have the right fully to participate in such defense at its own expense. If BUYER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER any successor to the business and assets of BUYER, shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation.

General Indemnification Obligation of Buyer. Except to the extent SELLER has agreed to be liable to a Seller BUYER Indemnified Party (including, but not to, all officers, directors, shareholders and Note holders of Buyer)Party, BUYER will indemnify and hold harmless SELLER, and its officers, directors, and shareholders, (each such person is referred to herein as a “"SELLER” " or as a "BUYER Indemnified Party") against and in respect of: (a) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations, against any BUYER Indemnified Party that relate to BUYER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring after the Closing Date; (b) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any BUYER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of BUYER contained in this Agreement or (ii) contained in any certificate, schedule, statement, document or instrument furnished to SELLER by or on behalf of BUYER at the Closing; (c) any product liability claims made against SELLER arising out of or relating to any product manufactured by BUYER after the Closing Date; and (d) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.2 to the extent SELLER prevails in such enforcement action. SELLER shall promptly notify BUYER of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give BUYER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER; provided that SELLER shall also at all times have the right fully to participate in such defense at its own expense. If BUYER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER SELLER, or any successor to the business and assets of BUYER, shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation.

General Indemnification Obligation of Buyer. Except to (a) From and after the extent SELLER has agreed to be liable to a Seller Indemnified Party (includingClosing, but not toBuyer will reimburse, all officers, directors, shareholders and Note holders of Buyer), BUYER will indemnify and hold harmless SELLER, Seller and its officers, directors, and shareholders, successors or assigns (each such person is referred to herein as a “SELLER” or as a an "BUYER Indemnified Seller Party") against and in respect of any and all damages (excluding consequential damages, lost profits, lost business opportunities and incidental damages), losses, deficiencies, liabilities, costs and expenses (including assessments, legal fees, litigation costs, fines and judgments) incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of: (ai) any and all liabilities and obligations of Seller which have been specifically assumed by Buyer pursuant to this Agreement; (ii) any and all liabilities and obligations arising from or incurred in the operation of the Business after the Closing Date; (iii) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations, investigations against any BUYER Indemnified Seller Party that relate to BUYER, the extent relating to Buyer or the Business to the extent (and only to the extent) the reason therefor or subject thereof arose or occurred after the Purchased Assets and Closing Date or which result from or arise out of any event, occurrence, action, action or inaction or transaction occurring after the Closing Date;Date of Buyer or any director, officer, employee, agent, representative or subcontractor of Buyer; and (biv) any and all damagesmaterial misrepresentation, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred breach of warranty or required to be paid by non-fulfillment of any BUYER Indemnified Party because agreement or covenant on the part of or that result from, relate to or arise out of the untruth, inaccuracy or breach ofBuyer under this Agreement, or the failure to fulfill, any representation, warranty, agreement, covenant material misrepresentation in or statement (i) of BUYER contained in this Agreement or (ii) contained in omission from any certificate, schedule, statement, document or instrument furnished to SELLER by Seller pursuant hereto or on behalf in connection with the negotiation, execution or performance of BUYER at this Agreement. (b) Notwithstanding anything herein contained to the Closing;contrary, Buyer shall have no obligations to Seller under Section 11.2(a)(iv) with respect to any claim of which Seller gives notice to Buyer later than December 15, 1998. Such limitation shall not limit Buyer's obligations under Section 11.2(a)(i) through (iii). (c) In case any and all actionsevent shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident no loss shall be deemed to any of the foregoing or to the enforcement of this Section 5.2 have been sustained by such party to the extent SELLER prevails in of (i) any tax savings realized by such enforcement action. SELLER shall promptly notify BUYER of the existence of party with respect thereto, or (ii) any matter to which the obligations set forth in this paragraph shall applyafter-tax proceeds received by such party from any third party, and shall give BUYER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER; provided that SELLER shall also at all times have the right fully to participate in such defense at its own expense. If BUYER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER any successor to the business and assets of BUYER, shall have the right, including but not the obligation, limited to defend, compromise or settle any such claim or litigationinsurance carrier.

General Indemnification Obligation of Buyer. Except to the extent SELLER has agreed to be liable to a Seller Indemnified Party (including, but not to, all officers, directors, shareholders and Note holders of Buyer), BUYER will indemnify and hold harmless SELLER, and its officers, directors, and shareholders, (each such person is referred to herein as a “SELLER” or as a "“BUYER Indemnified Party"”) against and in respect of: (a) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations, against any BUYER Indemnified Party that relate to BUYER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring after the Closing Date; (b) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any BUYER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of BUYER contained in this Agreement or (ii) contained in any certificate, schedule, statement, document or instrument furnished to SELLER by or on behalf of BUYER at the Closing; (c) any and all actions, suits, claims, proceedings, investigation, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.2 to the extent SELLER prevails in such enforcement action. SELLER shall promptly notify BUYER of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give BUYER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER; provided that SELLER shall also at all times have the right fully to participate in such defense at its own expense. If BUYER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER any successor to the business and assets of BUYER, shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation.

General Indemnification Obligation of Buyer. Except to the extent SELLER has agreed to be liable to a Seller Indemnified Party (includingBuyer shall reimburse, but not to, all officers, directors, shareholders and Note holders of Buyer), BUYER will indemnify and hold harmless SELLERSeller, D&E Guarantor and their respective Affiliates, and its their respective directors, managers, officers, directorsagents, employees, successors and shareholdersassigns (each, (each such person is referred to herein as a “SELLER” or as a "BUYER Indemnified PartySeller Indemnitee") ), from, against and in respect of: (a) any 6.2.1. Any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations, against any BUYER Indemnified Party that relate to BUYER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring after the Closing Date; (b) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, Losses incurred or required to be paid suffered by any BUYER Indemnified Party because of or Seller Indemnitee that result from, relate to or arise out of of: (a) the untruthPartnership, inaccuracy or breach of, the Wireless Business or the failure Assets that arise or relate to fulfillany period before the Closing Date if the VS General Partner or Buyer, and not Seller, had Knowledge of such Losses, but not including any representationLosses described in Sections 6.1.4(a)(i) or 6.1.4(a)(ii); (b) any misrepresentation, warranty, agreement, breach of warranty or nonfulfillment of any agreement or covenant or statement (i) on the part of BUYER contained in Buyer under this Agreement or (ii) contained the Transaction Documents, or any misrepresentation in or omission from any certificate, schedule, statementexhibit, document or instrument furnished to SELLER by Seller pursuant hereto or on behalf thereto, or in connection with the execution or performance of BUYER at this Agreement (including the ClosingSchedules hereto and the certificate delivered pursuant to Section 5.2.3 hereof); (c) any representation or warranty of Buyer contained in this Agreement (other than any representation or warranty that is expressly made as of only a specified date prior to the date of this Agreement) not being true and correct as of the Closing Date as if made as of the Closing Date; (d) any brokerage fees due from Buyer to any Person; and (e) subject to Seller's obligations hereunder, any and all actions, suits, claims, proceedings or investigations brought by a third party against any Seller Indemnitee that relate to the Partnership (including the Interest) to the extent that the event giving rise thereto occurred on or after the Closing Date; and 6.2.2. Any and all actions, suits, claims, proceedings, investigationinvestigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.2 6.2; and (a) Fifty percent (50%) of any and all Losses incurred or suffered by Seller as a result of Seller being held responsible for one hundred percent (100%) of a third-party Claim for Losses that result from, relate to or arise out of the Partnership, the Wireless Business or the Assets that arise or relate to any period before the Closing Date and which are in addition to the extent SELLER prevails in such enforcement action. SELLER shall promptly notify BUYER of Audited Closing Date Liabilities and Current Liabilities on the existence of any matter to which the obligations set forth in this paragraph shall applyClosing Date, and shall give BUYER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by SELLER; provided that SELLER shall also at all times have the right fully to participate in such defense at its own expense. If BUYER shall fail, within a reasonable time after such notice, to defend such claim or litigation, SELLER any successor if prior to the business Closing, (i) both Seller and assets the VS General Partner or Buyer had Knowledge, or (ii) neither Seller nor the VS General Partner or Buyer had Knowledge, of BUYERsuch Losses or the events, facts or circumstances giving rise thereto; but (b) To the extent Partnership is entitled to indemnification from Seller under the Master Services Termination Agreement, Section 6.2.3(a) shall have not be construed as prohibiting the right, but not Partnership from seeking such indemnification under and pursuant to the obligation, to defend, compromise or settle any such claim or litigationMaster Services Termination Agreement.