General Indemnification Obligation of Seller. (a) From and after the Closing, Seller shall reimburse, indemnify and hold harmless Buyer and its successors and assigns (each an "Indemnified Buyer 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 Buyer Party that result from, relate to or arise out of:
(i) any and all liabilities and obligations of Seller of any nature whatsoever (including liabilities for Taxes) arising from or incurred in the operation of the Business prior to the Closing Date, except for those liabilities and obligations of Seller which Buyer specifically assumes pursuant to this Agreement;
(ii) other than as described at (iii) below, any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Buyer Party to the extent relating to Seller or the Business to the extent (and only to the extent) the reason therefor or subject thereof arose or 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, employee, agent, representative or subcontractor of Seller, except for those which Buyer specifically assumes pursuant to this Agreement;
(iii) any cost, claim, expense or liability (including legal fees and costs of litigation) which Buyer may incur or with which Buyer may be threatened in writing by a customer in excess of $2.00 per carton, linear foot of open-shelf files, disk pack or other storage unit in connection with lost, damaged or destroyed records of customers with which Seller did not, as of the Closing Date, have a contract which limited Seller's liability in the event of loss, damage or destruction to such amount, , if such loss, damage or destruction (i) occurred prior to the Closing Date, or (ii) is such that it cannot be determined with reasonable certainty whether the date of the loss, destruction or damage occurred prior to or after the Closing Date; provided that with respect to any loss described in this clause (ii), Seller shall indemnify Buyer for only 50% of the cost, claim, expense or liability related thereto; and further provided that Seller acknowledges that the 6,500 cartons referred to in Schedule 3.25 are c...
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. From and after the Closing, Sellers, jointly and severally, will reimburse, indemnify and hold harmless Purchaser and its stockholders, directors, officers, agents, affiliates, successors and assigns (a “Purchaser 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 Purchaser Party (“Purchaser Party Loss”) that result from or arise out of:
(i) any and all liabilities and obligations of Sellers, including liabilities and obligations arising out of the ownership or operation of the Assets prior to the Closing;
(ii) any and all actions, suits, claims, or legal, administrative arbitration, governmental or other proceedings or investigations against any Purchaser Party that relate to the Assets if the principal event giving rise thereto occurred prior to the Closing;
(iii) any breach or alleged breach of a VTA resulting from (a) the sale of the Vessels pursuant to this Agreement or (b) the entering into of, or transactions contemplated by, any Sub-Contracting Agreement (as defined below);
(iv) each VTA but, in the case of a VTA which is either assigned to Purchaser or the subject of a Sub-Contracting Agreement, solely to the extent such Purchaser Party Loss relates to events which occurred on or prior to the date of such assignment or other than during the term of such Sub-Contracting Agreement, as applicable; or
(v) any misrepresentations, breach of warranty or nonfulfillment of any agreement or covenant on the part of Sellers under this Agreement.
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 will reimburse, indemnify and hold harmless Purchaser and its respective successors and assigns (an "Indemnified Purchaser 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 any misrepresentation, 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; 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) incident to any of the foregoing or to the enforcement of this Section 10.2.1.
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. 58 11.2 General Indemnification Obligation of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 11.3
General Indemnification Obligation of Seller. Except as provided in Section 6.1(b), from and after the Closing until the date that is eighteen months after the Closing Date Seller will reimburse, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates and any of their successors and assigns (each, an "Indemnified Buyer Party") from and against, and pay or reimburse each Indemnified Buyer Party for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages, including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (each, a "Loss" and collectively, "Losses"), resulting from or arising out of:
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