Indemnification and Reimbursement by Sellers. Sellers will jointly and severally indemnify, defend and hold harmless Buyer, and its Representatives, shareholders, subsidiaries and Related Persons (collectively, the “Buyer Indemnitees”), and will reimburse Buyer Indemnitees for any loss, Liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses), whether or not involving a Third Party Claim (collectively, “Damages”) arising from or in connection with:
(a) any breach of any representation or warranty made by such Seller in (i) this Agreement, (ii) the Seller Disclosure Letter, (iii) the amendment(s) or supplement(s) to the Seller Disclosure Letter, (iv) the certificate delivered pursuant to Section 2.9(a)(ix), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by such Seller pursuant to this Agreement;
(b) any breach of any covenant or obligation of such Seller in this Agreement or in any other certificate, document, writing or instrument delivered by such Seller pursuant to this Agreement;
(c) if the Closing occurs, any Liability arising out of the ownership or operation of the Assets prior to the Effective Time, except to the extent such Liability arises out of or relates to an Assumed Liability and, subject to Section 3.24(d), except for any Liability of a Purchased Subsidiary other than pre-closing Taxes described in Section 2.4(b)(i);
(d) if the Closing occurs, any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with such Seller (or any Person acting on such Seller’s behalf) in connection with any of the Contemplated Transactions;
(e) if the Closing occurs, (i) any Seller Benefit Plan other than a Purchased Subsidiary Plan, and (ii) any pre-Closing Liability under any Purchased Subsidiary Plan; or
(f) if the Closing occurs, any Retained Liabilities.
Indemnification and Reimbursement by Sellers. To the fullest extent permitted under Legal Requirements, from and after the Closing, Sellers will indemnify and hold harmless and will reimburse Buyer and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns for any Liability, Loss, Tax, fine, award, judgment, penalty, damage or expense, including reasonable attorneys’ fees of external counsel, actually suffered or incurred by them (collectively, “Damages”), to the extent arising out of or from, as a result of or relating to any:
(a) breach of any representation or warranty made by any Seller in this Agreement or any Transaction Document, or any certificate or other document delivered by any Seller under this Agreement or any Transaction Document;
(b) breach of any covenant of any Seller in this Agreement or any Transaction Document or in any certificate or other document delivered by any Seller under this Agreement or any Transaction Document;
(c) Liability arising out of the WARN Act, the Bulk Sales Act or similar bulk sales or transfer laws, or any similar state or local Legal Requirement due to Seller’s actions or omissions occurring prior to the Closing Date; and
(d) Excluded Asset or Retained Liability.
Indemnification and Reimbursement by Sellers. Each Seller, jointly and severally, shall indemnify and hold harmless CLF and its affiliates, Holdings, and their respective successors, permitted assigns, stockholders, controlling persons, Related Persons and Representatives (each, a "CLF INDEMNIFIED PARTY") from and against, and shall reimburse the CLF Indemnified Parties for, any and all losses, liabilities, claims, damages, advances to be made, repurchase obligations and expenses (including costs of investigation and defense and attorneys' and accountants' fees and all costs of any in-house personnel and resources) of any kind or nature whatsoever, whether or not involving a third-party claim (all of the foregoing, collectively, "DAMAGES"), as incurred, arising out of, due to or directly or indirectly in connection with:
(a) any (i) breach of or inaccuracy in any representation made by a Seller in this Agreement, including the Disclosure Schedule, or any other certificate or document delivered in connection with this Agreement, or (ii) breach or violation of or failure to perform any covenant, agreement, undertaking or obli gation of White Mountains or Sub 1, whether or not in relation to Holdings or Services, set forth in this Agreement or any other certificate or document delivered in connection with this Agreement;
(b) any sale or disposition of any assets, shares or business prior to the Effective Time by, or on behalf of, White Mountains, Sub 1, Services, Holdings or any of their respective Related Persons and any obligations of Services or Holdings or any of their respective Related Persons to indemnify or hold harmless, or make any advances or repurchases in respect of any obligation (in the case of Holdings, prior to the Effective Time) owed to, any Person, including in connection with the Asset Purchase Agreement, dated as of March 23, 1999, by and among Source One Mortgage Services Corporation, as Seller, Fund American Enterprises Holdings, Inc., as Parent, and Citicorp Mortgage, Inc. as Purchaser;
(c) any conduct, activity, business, acts, omissions, liabilities or obligations of White Mountains, Sub 1, Services or Holdings occurring or incurred prior to the Effective Time, including the LLC Transactions, or any Damages sought (directly or indirectly) from Services or Holdings by any Person in connection therewith (whether based on any agency, express or implied partnership or joint venture, respondent superior, vicarious liability, piercing the corporate veil, conspiracy or other legal the...
Indemnification and Reimbursement by Sellers. Sellers will jointly and severally indemnify and hold harmless Dakota, Acquisition Corp. and their respective Representatives and Affiliates, and will reimburse Dakota, Acquisition Corp. and their respective Representatives and Affiliates, for all Adverse Consequences arising from or related to (a) any Breach by Sellers or I-WAY of any representation, warranty, covenant or obligation of Sellers in this Agreement or any other instrument or document delivered by Sellers or I-WAY to Dakota or Acquisition Corp. pursuant to this Agreement; and (b) the enforcement of indemnification rights under this Article 4.
Indemnification and Reimbursement by Sellers. Subject to the limitations and procedures of this Article 7, Sellers, jointly and severally, will indemnify Buyer and its Affiliates and Representatives (the “Buyer Indemnified Parties”) from, and will reimburse the Buyer Indemnified Parties for, all Adverse Consequences to the extent arising from: (a) a breach by Sellers of any of the representations and warranties set forth in Article 2 or any Seller Certificate; (b) a breach by Sellers of any of their covenants or agreements in this Agreement; (c) except to the extent taken into account in the calculation of the Final Closing Cash Payment, any Closing Date Pre-Closing Taxes; and (d) the Executive Agreements or the Xxxxx Company Transferred Assets and Contracts and the Excluded Assets, or the transfer thereof to Xxxxx Company or another Non-Company Affiliate as contemplated by this Agreement.
Indemnification and Reimbursement by Sellers. From and after the Effective Time, Sellers, jointly and severally, will indemnify and hold harmless DTG, the Surviving Corporation and their respective Representatives and affiliates, and will reimburse DTG, the Surviving Corporation and their respective Representatives and affiliates, for all Adverse Consequences arising from or related to (a) any Breach by Sellers or the Company of any representation, warranty, covenant or obligation of Sellers or the Company in this Agreement or any other certificate or instrument delivered by Sellers or the Company to DTG or Sub pursuant to this Agreement; and (b) the enforcement of indemnification rights under this Article 7.
Indemnification and Reimbursement by Sellers. Each Seller, jointly and severally, will indemnify, hold harmless and release Buyer, and its Representatives, shareholders, subsidiaries, and Related Persons (collectively, the "Buyer Indemnified Persons") from, and will reimburse the Indemnified Persons for, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (collectively, "Damages"), arising from or in connection with:
(a) any Breach of any representation or warranty made by Sellers in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.6, (iii) any transfer instrument or (iv) any other certificate, document, writing or instrument delivered by Sellers pursuant to this Agreement;
(b) any Breach of any covenant or obligation of Sellers in this Agreement or in any other certificate, document, writing or instrument delivered by Sellers pursuant to this Agreement; or
(c) any Liability arising out of or relating to the ownership or operation of the Assets prior to the Closing Date.
Indemnification and Reimbursement by Sellers. Sellers, jointly and severally, will indemnify and hold harmless Buyer and Buyer’s Representatives and Affiliates, and will reimburse Buyer, and Buyer’s Representatives and Affiliates, for all Adverse Consequences arising from or related to (a) any Breach by a Seller of any representation, warranty, covenant or agreement in this Agreement or any other Transaction Document, (b) the matters set forth on Exhibit 5.1, and (c) the enforcement of indemnification rights under this Article 5.
Indemnification and Reimbursement by Sellers. The Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, each Subsidiary and their respective Representatives and Affiliates, and will reimburse them, for all Material Adverse Consequences arising from or related to (a) any Breach by Sellers of any representation or warranty; (b) any Breach by any Seller of any covenant, agreement or obligation of Sellers in this Agreement or any other instrument or document delivered by Sellers to Buyer pursuant to this Agreement; (c) any and all liabilities of the Company or any Subsidiary of any nature, whether accrued, absolute, contingent, or otherwise (including Tax liabilities or Environmental Liabilities), whether or not involving a third party, other than liabilities specifically reserved on the Balance Sheet or incurred in the Ordinary Course of Business from December 31, 2002 to the Closing Date; (d) any claims or Threatened claims against Buyer or the Company arising out of the ownership or operation of the business of the Company and its Subsidiaries prior to the Closing; (e) any claims, including claims for appraisals or dissenters rights, relating to the Agreement; (f) the items listed on Exhibit 7.1; and (g) the enforcement of indemnification rights under this Article 7. With respect to the above, Buyer acknowledges that it has reviewed those representations made, and documents supplied, by the Sellers and is proceeding with this transaction based upon the due diligence performed thereon.
Indemnification and Reimbursement by Sellers. Section 4.2. Indemnification and Reimbursement by Dakota and Acquisition Corp.. . . . . . . . . . . . . . . . . . 14 Section 4.3. Indemnification Procedures.. . . . . . . . . . . . . 14 Section 4.4. Basket . . . . . . . . . . . . . . . . . . . . . . 16
