Indemnification After Closing Sample Clauses

Indemnification After Closing. Buyer shall indemnify and hold Sellers and all Affiliates of Sellers harmless from and against, and pay and reimburse Sellers and all Affiliates of Sellers for, any and all Losses that they may incur arising or relating to the Seller Guarantees or Seller Bonds for events occurring on or after the Closing Date. Any payment required to be made by Buyer under this Section shall be made within ten (10) Business Days after Buyer’s receipt of written notice from Sellers or any Affiliate of Sellers describing in reasonable detail the amount owing hereunder.
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Indemnification After Closing. Purchaser shall indemnify and ----------------------------- defend Seller and its Affiliates (other than the Subsidiaries) for and hold Seller and such Affiliates harmless from and against, and pay and reimburse Seller and such Affiliates for, any and all Liabilities of Seller or such Affiliates, as the case may be, in respect of any corporate guarantee or indemnity issued by Seller or such Affiliates on behalf of any Subsidiary (including any such corporate guarantee or indemnity set forth on Schedule 5.15.1 (or any supplement thereof)) (a) arising out of a payment by Seller or such Affiliate under such guarantee or indemnity after the Closing Date or (ii) -- any Proceeding arising out of or relating to such guarantee or indemnity; provided, however, that neither Seller nor its Affiliates shall be entitled to indemnification under this clause (b) to the extent the Liabilities in respect of such corporate guarantee or indemnity shall arise out of or relate to the Excluded Assets or Excluded Liabilities or to an Unrelated Business. Any payment required to be made by Purchaser under this clause (b) shall be made within ten (10) business days of Purchaser's receipt of written notice from Seller or such Affiliate describing in reasonable detail the amount then due.
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Indemnification After Closing. Until the Seller Guarantees and Seller Bonds have been released and discharged in accordance with Sections 5.10(a) and 5.10(b), Buyer shall indemnify and hold Seller and all Affiliates of Seller harmless from and against, and pay and reimburse Seller and all Affiliates of Seller for, any and all (i) Losses of Seller or any Affiliates of Seller, as the case may be, that Seller or any of its Affiliates suffer as a result of being required to make any payment under the Seller Guarantees or Seller Bonds after the Closing Date related to either (x) the failure of any Company to meet its obligations underlying the Seller Guarantees or Seller Bonds or (y) the failure of Seller and its Affiliates (other than any Company) to be fully released from the Seller Guarantees or Seller Bonds, and (ii) reasonable and documented costs and expenses incurred by Seller or any of its Affiliates (including premium payments, bank fees or similar costs) after the Closing Date relating to extension or renewal of Seller Bonds or Seller Guarantees that have not been fully released and discharged. Any payment required to be made by Buyer under this Section shall be made within ten (10) Business Days after Buyer's receipt of written notice from Seller or any Affiliate of Seller describing in reasonable detail the amount owing hereunder.
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Indemnification After Closing. Until all of the Seller Guarantees and Seller Bonds are fully released and discharged, Buyer and Peabody shall jointly and severally indemnify and hold Seller and all Affiliates of Seller harmless from and against, and pay and reimburse Seller and all Affiliates of Seller for, any and all out-of-pocket: (i) Losses that Seller or any of its Affiliates suffer as a result of being required to make any payment under the Seller Guarantees or Seller Bonds after the Closing Date as a result of either (x) the failure of any Company to meet its obligations underlying the Seller Guarantees or Seller Bonds or (y) the failure of Seller and its Affiliates (other than the Company and its Subsidiaries) to be fully released from the Seller Guarantees or Seller Bonds, and (ii) reasonable costs and expenses incurred by Seller or any of its Affiliates (including, without limitation, premium payments, bank fees or similar costs) after the Closing Date relating to extension or renewal of Seller Bonds or Seller Guarantees that have not been fully released and discharged. The indemnification obligation of Buyer and Peabody pursuant to this Section 5.15(c) shall not be subject to any limitation under Section 9.1 of this Agreement.
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Indemnification After Closing. Collateral. Purchaser ----------------------------------------- shall indemnify and defend Minerals and its Affiliates for and hold Minerals and its Affiliates harmless from and against, and pay and reimburse Minerals and its Affiliates for, any and all Liabilities of Minerals and its Affiliates, as the case may be, in respect of all letters of credit and surety bonds issued for the account of Minerals and its Affiliates and on behalf of any Subsidiary (i) arising out of a draw made by any beneficiary of such letter of credit or surety bond after the Closing Date or (ii) any Proceeding arising out of or relating to such letter of credit or surety bond; provided, however, that neither ----------------- 57
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Indemnification After Closing. Buyer and the Company shall jointly and severally indemnify and defend CEX and the Continuing Affiliates for and hold CEX and the Continuing Affiliates harmless from and against, and pay and reimburse CEX and the Continuing Affiliates for, any and all Liabilities of CEX or Continuing Affiliates, as the case may be, in respect of any Plan Obligation or any Guarantee (including, without limitation, any Equipment Lease Obligation obtained or issued by CEX or any Continuing Affiliates, or by which CEX or any Continuing Affiliate is bound, on behalf of the Company or any of its Subsidiaries), including any of the foregoing (i) arising out of or relating to a payment by, or any other Liability of, CEX or any of the Continuing Affiliates under any such Guarantee, including any draw made by any beneficiary of any letter of credit or surety bond after the Closing Date or (ii) any action, suit, claim, investigation or proceeding, whether involving a court of law, administrative body, Governmental Authority, arbitrator, or alternative dispute resolution mechanism ("Proceeding") arising out of or relating to any such Guarantee. Any payment required to be made by Buyer and the Company under this Section 4.3.4(c) shall be made within ten (10) business days of Buyer's receipt of written notice from CEX or any Continuing Affiliate describing in reasonable detail the amount then due. Amounts shall accrue interest at the default rate under the Long-Term Note from the date of payment by CEX or any Continuing Affiliate until the date of repayment.
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Indemnification After Closing 
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Related to Indemnification After Closing

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Buyer’s Indemnification of Seller Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Seller, its members, officers, directors, employees and agents, from and against all Losses which arise from or in connection with (i) the Assumed Liabilities, (ii) any matter for which Buyer has agreed to indemnify Seller under this Agreement, and (iii) any breach by Buyer of its representations, warranties or covenants under this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification of Sellers Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

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