General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Seller, its officers, directors, employees, agents and successors or assigns against and in respect of:
(a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that result from, relate to or arise out of the breach or inaccuracy or nonfulfillment of any representation or warranty on the part of Purchaser under this Agreement or any material breach or inaccuracy of any representation, warranty or covenant of Purchaser in any Purchaser Document;
(b) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that result from, relate to or arise out of the nonfulfillment on or after the Closing Date of any agreement or covenant on the part of Purchaser under this Agreement;
(c) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Seller that relate to the failure of the Company to pay, perform or discharge any of the Liabilities or the Environmental Liabilities of the Company or any of its Subsidiaries arising prior to, at or after the Closing, excluding Income and Property Taxes, but including, without limitation, Liabilities or Environmental Liabilities arising from the condition of any Real Property or Disposed Real Property, other than Disposed Real Property acquired by Seller from the Company;
(d) any and all actions, suits, claims, proceedings, investigations, 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 11.2.
General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless each Indemnified Seller Party against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses of every kind whatsoever incurred or suffered by the Indemnified Seller Party that result from, relate to or arise out of:
(a) the Assumed Liabilities;
(b) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Purchaser under this Agreement or any Ancillary Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and
(c) Any and all actions, suits, claims, proceedings, investigations, 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 9.02.
General Indemnification Obligation of Purchaser. Subject to the terms, conditions and limitations of this Section 9, from and after the Closing, Purchaser shall reimburse, defend, indemnify and hold harmless Seller and its officers, directors, managers, members, employees, Affiliates, Representatives, successors and assigns (each a “Seller Indemnitee”) from, against and in respect of any and all Losses, whether or not involving a Third Party Claim (to the extent actually recovered from the Seller Indemnitee by a third party), actually suffered or incurred by any Seller Indemnitee after the Closing that result from or arise out of: the breach of, or any inaccuracy in, any representation or warranty made by Purchaser set forth in this Agreement or contained in any certificate or conveyance instrument delivered by Purchaser pursuant to this Agreement; the breach or default by Purchaser in performance of any covenant or agreement contained in or pursuant to this Agreement or contained in any certificate or conveyance instrument delivered by Purchaser pursuant to this Agreement; any Assumed Liabilities; any and all Liabilities or other obligations of Purchaser to any current or past employee, independent contractor or intern of PurchaserHired Worker arising exclusively after the applicable Hire Date, including, without limitation, (i) with respect to any salary, wages, benefits, expense reimbursements, severance or other separation payments, any sales or other commissions or other cash or non-cash compensation; and (ii) any obligations required by the terms of any benefit plan or collective bargaining agreement with any labor organization,and/or relating to all Actions, claims, grievances, complaints, charges or causes of action arising after the Closing Date; and [NTD: Seller anticipates that the Transition Services Agreement will address liability of the parties during the transition period.][NTD from Deluxe: Changes from Deluxe conformed to that premise] Purchaser’s ownership and use of the Purchased Assets from and after the Closing Date.
General Indemnification Obligation of Purchaser. Purchaser shall defend, indemnify and hold Purchaser harmless and its members, officers, directors, employees, representatives, agents, successors and permitted assigns (an "Indemnified Seller Party") from and against any and all damages, losses, liabilities, deficiencies, actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) arising out of or resulting from: (i) any breach of any of Purchaser's representations, warranties, agreements or covenants made herein; or (ii) any matter relating to the Acquired Assets after Closing, including without limitation, residuals, guild payments, profit participation or equity participants, music rights, insurance, production liabilities, and all costs or expenses relating to any claims arising out of the foregoing.
General Indemnification Obligation of Purchaser. From and after the Closing, the Purchaser will reimburse, indemnify and hold harmless the Sellers, their successors or assigns and their respective directors, officers, employees, agents (each an "Indemnified Seller Party") against and in respect of:
(a) Any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of (i) the Transferred Liabilities; or (ii) any misrepresentation, breach or warranty or nonfulfillment of any agreement or covenant on the part of any of the Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Sellers pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and
(b) Any and all actions, suits, claims, proceedings, investigations, 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 9.02. In determining whether a representation or warranty hereunder has been breached and damages suffered as a result, for purposes of this Section 9.02, such representation or warranty shall be deemed to exclude any materiality qualification or exception and any exception thereto which refers to a Purchaser Material Adverse Effect.
General Indemnification Obligation of Purchaser. 70 SECTION 9.03. METHOD OF ASSERTING CLAIMS, ETC...............................71 SECTION 9.04. PAYMENT ......................................................73 SECTION 9.05. LIMITATIONS ON INDEMNIFICATION................................74 SECTION 9.06. JOINT LIABILITY OF SHAREHOLDERS IN RESPECT OF DIVIDENDS.......75 ARTICLE X TERMINATION PRIOR TO CLOSING
General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Seller and its directors, officers, employees, stockholders, successors and assigns (an “Indemnified Seller Party”) against and in respect of any and all Losses incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of:
(a) the Assumed Obligations;
(b) any and all Actions against any Indemnified Seller Party that relate to the Assets or the Business which result from or arise out of any action or inaction after the Closing Date of Purchaser or any director, officer, employee, stockholder, agent or representative of Purchaser;
(c) any and all Liabilities relating to or arising out of product liability or similar Actions by Persons with respect to products manufactured and sold by Purchaser after the Closing Date; and
(d) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Purchaser or Xxxxx under this Agreement and/or any Transaction Document.
General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Seller, AEGI and their successors or assigns (an "Indemnified Seller Party") against and in respect of:
(a) Any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified Seller Party that result from, relate to or arise out of:
(i) the Assumed Liabilities; or
(ii) any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Seller pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and
General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Target, its current and former directors, officers, employees and/or agents (collectively the "Target Indemnified Parties") against and in respect of:
(a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Target Indemnified Party that result from, relate to or arise out of any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Target pursuant hereto; and
(b) any and all Actions, 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 11.2.2.
General Indemnification Obligation of Purchaser. From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Sellers and their shareholders, directors, officers, agents, affiliates, successors and assigns (a “Seller Party”) against and in respect of:
(a) any and all damages, losses, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred or suffered by any Seller Party (“Seller Party Loss”) that result from or arise out of:
(i) any and all liabilities and obligations of Purchaser arising out of the ownership or operation of the Assets after the Closing;
(ii) any and all actions, suits, claims, or legal, administrative arbitration, governmental or other proceedings or investigations against any Seller Party that relate to the Assets if the principal event giving rise thereto occurred after the Closing;
(iii) each VTA which is either assigned to Purchaser or the subject of a Sub-Contracting Agreement, but solely to the extent such Seller Party Loss relates to events which occurred after the date of assignment or during the term of such Sub-Contacting Agreement, as applicable; or
(iv) any misrepresentations, breach of warranty or nonfulfillment of any agreement or covenant on the part of Purchaser under this Agreement.
