Indemnification by Acquirer. Subject to the limitations set forth in this Article VII, from and after the Closing, Acquirer shall indemnify, defend and hold harmless Contributor, its Affiliates and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives (the “Contributor Indemnified Parties”), from any and all Adverse Consequences actually incurred or paid by a Contributor Indemnified Party as a result of (i) any breach of the representations and warranties of Acquirer or (ii) any Taxes for which Acquirer is responsible hereunder.
Indemnification by Acquirer. Subject to the terms and conditions of this Article IX, Acquirer hereby agrees to indemnify, defend and hold harmless each Contributor and his, as applicable, agents, consultants, attorneys, representatives, successors, transferees and assigns (collectively, “Contributor Indemnitees”), from and against all Damages and Claims asserted against, imposed upon or incurred by any such Person, directly or indirectly, by reason of, arising out of or resulting from (a) any breach of any representation or warranty of Acquirer contained in this Agreement or (b) the breach of any covenant or agreement of Acquirer contained in or made pursuant to this Agreement.
Indemnification by Acquirer. Acquirer agrees to defend, indemnify and hold harmless CIG and the Fund (and each of their officers, directors, and employees) (each an “CIG Indemnified Party”), from and against any Damages arising out of, resulting from, or in connection with:
(a) any material misrepresentation or breach of any representation or warranty made by Acquirer in this Agreement;
(b) the failure of Acquirer to perform or observe in all material respects any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement; and
(c) the Assumed Liabilities.
Indemnification by Acquirer. Subject to the terms of this Article VIII, from and after the Contribution Closing (other than with respect to clause (c) below, which shall apply at all times), Acquirer shall indemnify and hold harmless the Contributor Parties and their Affiliates and their respective partners, members, managers, directors, officers, employees, consultants and permitted assigns (each, a “Contributor Indemnitee”) from and against any Losses, whether or not involving a Third Party Claim, suffered by any such Contributor Indemnitee and relating to:
(a) any breach or inaccuracy of the representations and warranties set forth in Article IV;
(b) any breach of any of the covenants or agreements of Acquirer set forth in this Agreement;
(c) any Unitholder Litigation of Acquirer; and
(d) the operation of the Propane Business following the Contribution Closing Date.
Indemnification by Acquirer. Subject to the limitations set forth in Sections 7.01 and 7.04, Acquirer shall indemnify and hold the Company and Transferor and the officers, directors, employees, trustees, agents, permitted assigns, Affiliates and successors thereof harmless from, against, for and in respect of:
(a) any and all Losses suffered, sustained, incurred or required to be paid by Transferor and arising from the breach of any written representation, warranty, agreement or covenant of Acquirer contained in this Agreement, or the ownership and operation by Acquirer of the Station after the Closing;
(b) any and all Losses relating to the Liabilities of the Company arising from and after the Closing Date;
(c) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by Transferor or the Company in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 7.03; and
(d) Notwithstanding any other provision in this Agreement, any indemnification payment made by Acquirer to the Transferor pursuant to this Section VII shall be made in Acquirer's shares based on the fair market value of such shares on the date of delivery of such shares, rather than in cash or other consideration. For this purpose, the "fair market value" of a share of stock for any date shall be the average closing price per share of such stock as listed on NASDAQ for the ten (10) trading day period immediately preceding the business day preceding such date. The PROVISIONS OF THIS INDEMNITY SHALL NOT BE THE SOLE REMEDY IN THE CASE OF INTENTIONAL MISREPRESENTATIONS, FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
Indemnification by Acquirer. From and after the Effective Time, Acquirer agrees to indemnify and hold harmless each present and former director and officer of Seller and its Subsidiaries determined as of the Effective Time (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including with respect to this Agreement or any of the transactions contemplated hereby) to the fullest extent permitted by law. Acquirer shall also advance expenses as incurred to the fullest extent permitted under Delaware law, upon receipt of any undertaking required by applicable law.
Indemnification by Acquirer. Subject to the provisions of Section 11.03 hereof, Acquirer shall indemnify, defend and hold harmless Target, its officers, directors, employees, agents and representatives and each of the Shareholders (each a "Target Indemnified Party") from and against and in respect of any and all losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including the reasonable costs and attorney's fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing) incurred or suffered by any Target Indemnified Party, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach by Acquirer or Acquirer Sub of the representations or warranties contained in Article V of this Agreement, or any non-fulfillment of any of their respective covenants or agreements contained in this Agreement or any certificate or instrument furnished pursuant hereto.
Indemnification by Acquirer. Subject to the terms of this Article VIII, from and after the Contribution Closing, Acquirer shall indemnify and hold harmless the Contributor Parties and their respective directors, officers, employees, consultants and permitted assigns (each, a “Contributor Indemnitee” and, together with the Acquirer Indemnitees, the “Indemnitees”) from and against Losses incurred, arising out of or relating to:
(a) any breach or inaccuracy of the representations and warranties set forth in Article IV; and
(b) any breach of any of the covenants or agreements of Acquirer set forth in this Agreement.
Indemnification by Acquirer. The Company and its officers, directors, employees, agents, Affiliates and Associates (collectively, the “Company Indemnitees”) shall be indemnified and held harmless by Acquirer from and against any and all Losses (whether or not involving a Third Party Claim) incurred by the Company directly or indirectly as a result of any Liability of which is an Assumed Liability hereunder.
Indemnification by Acquirer. 45 -- Section 11.03. Limitations..................................................46 -- Section 11.04. Notice and Defense of Claims.................................46 -- Section 11.05. Exclusive Remedy ............................................47 -- Section 11.06. Survival of Representations and Warranties ..................47 -- Section 11.07. Reimbursement ...............................................47 --
