General Indemnification Obligation of Seller. SELLER will reimburse, indemnify and hold harmless BUYER, and its officers, directors and shareholders, (each such person is referred to herein as "BUYER" or as a "SELLER Indemnified Party") against and in respect of:
(a) any and all actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring on or prior to the Closing Date;
(b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters;
(c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER 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 SELLER contained in this Agreement or (ii) contained in any certificate, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the Closing;
(d) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets;
(e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Clos...
General Indemnification Obligation of Seller. Seller shall defend, indemnify and hold Purchaser harmless and its members, officers, directors, employees, representatives, agents, successors and permitted assigns (an "Indemnified Purchaser 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 Seller's representations, warranties, agreements or covenants made herein; (ii) any matter relating to the Acquired Assets prior to 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; or (iii) any suit or proceeding of any kind or nature whatsoever against Purchaser arising from or connected with the transactions contemplated this Agreement or any of the documents, instruments or agreements to be executed pursuant hereto or any of the rights and properties assigned to Purchaser hereunder; or (iv) any suit or proceeding that Purchaser may in good xxxxx xxxx necessary or advisable to institute, in the name of Purchaser, Seller or both, against any other person for any reason whatsoever to protect Purchaser's rights hereunder, or any rights granted to Purchaser.
General Indemnification Obligation of Seller. 9.1.1. From and after the Closing and for a period of one (1) year, SELLER and its shareholders (if the purchase consideration has been distributed, to the extent of such distribution), will reimburse, indemnify and hold harmless PURCHASER, its subsidiaries and its successors and assigns (an "Indemnified Purchase Party") against and in respect of:
(a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified PURCHASER Party that result from, relate to or arise out of:
(i) any and all transactional liabilities and transactional obligations of SELLER of any nature whatsoever, except for those transactional liabilities and transactional obligations of SELLER which Purchaser specifically assumes pursuant to this Agreement;
(ii) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified PURCHASER Party that relate to SELLER in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of SELLER or any director, officer, or employee, agent, representative or subcontractor of SELLER, except for those which PURCHASER specifically assumes pursuant to this Agreement; or
(iii) any material misrepresentation, or material breach of warranty or nonfulfillment of any agreement or covenant on the part of SELLER under this
General Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless Buyer, its Affiliates, and its and their respective directors, officers, agents, employees, successors and assigns (each, an “Indemnified Buyer Party”) against and in respect of any and all damages, losses, deficiencies, liabilities, assessments, fines, judgments, costs and other expenses (including reasonable legal fees and expenses) (“Losses”) incurred or suffered by any Indemnified Buyer Party that result from, relate to or arise out of:
(a) any and all liabilities and obligations of Seller or its Affiliates of any kind or nature whatsoever, known or unknown, accrued, contingent or otherwise, including third-party claims alleging any such liabilities or obligations;
(b) any inaccuracy in or breach of a warranty made by Seller in this Agreement or any certificate, schedule, exhibit, document, agreement or instrument furnished to Buyer pursuant hereto; and any and all claims made by third parties that arise out of, are based upon or allege any such inaccuracy or breach or that are inconsistent with the accuracy of any such representation or warranty, and any and all investigations, audits or proceedings by third parties for the purpose of determining whether to make such a claim;
(c) any breach or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any certificate, schedule, exhibit, document, agreement or instrument furnished to Buyer pursuant hereto; and any and all claims made by third parties that arise out of, are based upon or allege any such breach or nonfulfillment or that are inconsistent with the fulfillment of any such agreement or covenant, and any and all investigations, audits or proceedings by third parties for the purpose of determining whether to make such a claim; or
(d) any event related to any FCC License that occurred prior to the Closing Date or any action or inaction with respect to any FCC License prior to the Closing Date of Seller, any member of Seller or any of their respective directors, officers, employees, agents, Affiliates, representatives or subcontractors or other Related Parties of Seller; and any and all actions, suits, claims, proceedings or investigations brought by a third party against any Indemnified Buyer Party that arise out of, result from, are based upon or allege any such event, action or inaction; “Related Party” means, with respect to any Person, any Affiliate of such Person or any partner, sh...
General Indemnification Obligation of Seller. 34 6.2 General Indemnification Obligation of PRG.......................35 6.3
General Indemnification Obligation of Seller. 49 6.2 General Indemnification Obligation of Purchaser and Celadon....50 6.3
General Indemnification Obligation of Seller. From and after the Closing, Seller, shall reimburse, indemnify and hold harmless Purchaser and its successors and assigns (a "Purchaser Party") against and in respect of:
(a) Except as relates to liabilities specifically assumed by Purchaser as described in Section 1.4.4 and Section 3.1.11 any and all damages, losses, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred or suffered by any Purchaser Party that result from, relate to or arise out of:
(i) any and all actions, suits, claims, or legal, administrative arbitration, governmental or other proceedings or investigations against any Purchaser Party that: (1) relate to Seller or the Business, in which the principal event giving rise thereto occurred prior to the Closing Date; or (2) result from or arise out of any action or inaction of Seller or any director, officer, employee, agent, representative or subcontractor of Seller; or
(ii) any misrepresentations, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Purchaser 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 6.1.
General Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless the Company and Purchaser, and their respective officers, directors, employees, agents, and successors and assigns against and in respect of:
(a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Purchaser or the Company or any of the Subsidiaries that result from, relate to or arise out of the breach or inaccuracy or nonfulfillment of any representation or warranty, covenant or agreement on the part of Seller under this Agreement or any Seller Document, including without limitation, any such breach, inaccuracy or nonfulfillment of any covenant or agreement existing on the Closing;
(b) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Purchaser or the Company or any Subsidiary 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 Seller under this Agreement or any Seller Document; 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 the foregoing or to the enforcement of this Section 11.1.
General Indemnification Obligation of Seller. From and after the Closing, Seller will indemnify and hold harmless Buyer and its successors and assigns (an “Indemnified Buyer Party”) against and in respect of:
General Indemnification Obligation of Seller. Seller hereby agrees to reimburse, indemnify and hold harmless Purchaser, its officers directors, and affiliates and its successors and assigns (an "Indemnified Purchaser Party") against and in respect of any and all material damages, losses, deficiencies, liabilities, costs and expenses (including reasonable attorneys fees) incurred or suffered by any Indemnified Purchaser Party, up to a maximum amount equal to $6,200,000, that result from, relate to or arise out of (i) any material misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller or KFM under or pursuant to this Agreement; or (ii) from any material misrepresentation in or material omission from any certificate, schedule, statement, document or instrument furnished to Purchaser pursuant hereto or in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement (collectively, a "Breach"); provided, however, that such indemnification shall be effective only as to a Breach as to which Purchaser notifies Seller in writing within 90 days of the Closing Date and provided further that except in connection with a material misrepresentation in or material omission in Sections 3.1.8(a) and (b) and Schedules 3.1.8(a) and (b), Seller shall have no indemnification obligation to Purchaser in connection with any environmental contamination at the Facility or the Site. This Section 5.1 contains Purchaser's exclusive remedy with respect to this Agreement, the certificates, schedules, bills of sale, deeds, assignments, statements, documents or instruments executed, delivered or made in connection herewith and the transactions contemplated thereby.
