Common use of Indemnification by Buyers Clause in Contracts

Indemnification by Buyers. After the Closing, Buyers shall be responsible for, shall pay on a current basis, and shall indemnify, save, hold harmless, discharge and release Sellers, all of their affiliates, successors and permitted assignees, and all of their respective stockholders, directors, officers, employees, agents and representatives (collectively, “Seller Indemnified Parties”) (Buyer Indemnified Parties and Seller Indemnified Parties sometimes collectively referred to as “Indemnified Parties”) from and against any and all Liabilities arising from, based upon, related to or associated with (a) any act, omission or event involving or relating to the Properties first occurring after the Effective Date or assumed by Buyer pursuant to Section 10.3; (b) the material inaccuracy of any representation or warranty of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (c) the material breach of, or failure to, perform or satisfy, any of the covenants of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; and (d) any liability of Buyers not assumed by Sellers hereunder. Notwithstanding the foregoing, the Indemnification obligations of Buyer hereunder is limited by and subject to the time limitations set forth in Section 12.1, “Survival.”

Indemnification by Buyers. After Subject to the Closingother terms and conditions of this ARTICLE VII, Buyers shall be responsible for, shall pay on a current basis, indemnify and shall indemnify, save, hold harmless, discharge defend each Seller and release Sellers, all of their affiliates, successors its Affiliates and permitted assignees, and all of their respective stockholders, directors, officers, employees, agents and representatives successors or assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) (Buyer Indemnified Parties against, and Seller Indemnified Parties sometimes collectively referred to as “Indemnified Parties”) shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Liabilities arising fromLosses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, related arising out of, with respect to or associated with by reason of: (a) any act, omission inaccuracy in or event involving or relating to the Properties first occurring after the Effective Date or assumed by Buyer pursuant to Section 10.3; (b) the material inaccuracy breach of any representation of the representations or warranty warranties of Buyers set forth contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with by Buyers pursuant to this Agreement; , as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Buyers pursuant to this Agreement; (c) the material breach of, any Assumed Liability or failure to, perform or satisfy, any of the covenants of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this AgreementPurchased Asset; and or (d) any liability the operation of the Business or the Purchased Assets or actions taken by or on behalf of Buyers not assumed by Sellers hereunder. Notwithstanding or any of their respective Affiliates (including the foregoing, Acquired Company) after the Indemnification obligations of Buyer hereunder is limited by and subject to the time limitations set forth in Section 12.1, “SurvivalClosing.”

Indemnification by Buyers. After Subject to the limitations set forth in Section 8.5 hereof, from and after the Closing, (i) the Buyers shall be responsible forshall, shall pay on a current basisjointly and severally, indemnify, defend, and shall indemnify, save, hold harmless, discharge harmless the Sellers and release Sellers, all of their affiliates, successors and permitted assignees, and all each of their respective stockholders, directors, officers, employees, agents representatives and representatives (collectivelyAffiliates, “Seller Indemnified Parties”) (Buyer Indemnified Parties and Seller Indemnified Parties sometimes collectively referred to as “Indemnified Parties”) from and against any and all Liabilities arising from, based upon, Damages related to or associated arising out of or in connection with (a) any act, omission breach by the Buyers or event involving or relating to the Properties first occurring after the Effective Date or assumed by any Buyer pursuant to Section 10.3; (b) the material inaccuracy of any representation covenant, agreement, obligation, or warranty of Buyers set forth undertaking made by such Buyer in this Agreement (including any schedule or in exhibit hereto), or any other agreement, instrument, certificate, or other document delivered by or certificate executed or delivered on behalf of the Buyers in connection with this Agreement; (c) the material breach of, Agreement or failure to, perform or satisfy, any of the covenants transactions contemplated hereby and (ii) each of the Buyers set forth shall, severally and not jointly, indemnify, defend, and hold harmless the Sellers and each of their respective directors, officers, employees, representatives and Affiliates, from and against any and all Damages related to or arising out of or in connection with any breach by such Buyer of any representation or warranty made by such Buyer in this Agreement (including any schedule or in exhibit hereto), or any other agreement, instrument, certificate, or other document delivered by or certificate executed or delivered on behalf of such Buyer in connection with this Agreement; and (d) Agreement or any liability of Buyers not assumed by Sellers hereunder. Notwithstanding the foregoing, the Indemnification obligations of Buyer hereunder is limited by and subject to the time limitations set forth in Section 12.1, “Survivaltransactions contemplated hereby.”

Indemnification by Buyers. After Subject to the Closingother provisions of this Article XI, Buyers each Buyer shall be responsible for, shall pay on a current basis, jointly and shall severally indemnify, save, defend and hold harmless, discharge harmless Sellers and release Sellers, all of their affiliates, successors Subsidiaries and permitted assignees, Affiliates and all of their respective stockholdersemployees, directors, officers, employeesstockholders, representatives and agents and representatives (collectively, “the "Seller Indemnified Parties”) (Buyer Indemnified Parties and Seller Indemnified Parties sometimes collectively referred to as “Indemnified Parties”Group") from and against against, and pay or reimburse, as the case may be, the Seller Group for, any and all Liabilities arising fromDamages, as incurred, suffered by Sellers or any other member of the Seller Group based upon, related arising out of or otherwise in any way relating to or associated with in respect of: (a) any actfalsity, omission breach or event involving or relating to the Properties first occurring after the Effective Date or assumed by Buyer pursuant to Section 10.3; (b) the material inaccuracy of any representation or warranty of made by Buyers set forth in this Agreement herein or in any certificate or other agreementdocument delivered pursuant hereto; (b) any breach or violation of any covenant or agreement of Buyers contained herein or in any certificate or other document delivered pursuant hereto; (c) the Assumed Liabilities (including, instrumentwithout limitation, document the failure by Buyers to pay, perform or certificate executed or delivered otherwise discharge any Assumed Liabilities in accordance with their terms and, in the case of any Assumed Liabilities under any Business Lease included in the Assets, notwithstanding that any Seller may remain primarily liable to a landlord under any such Business Lease pursuant to the relevant Assignment and Assumption for such Business Lease being entered into by Sellers in connection with this Agreement); (c) the material breach of, or failure to, perform or satisfy, any of the covenants of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; and or (d) any liability the enforcement by the Seller Group of Buyers not assumed by Sellers hereunder. Notwithstanding the foregoingtheir rights to be indemnified, the Indemnification obligations of Buyer hereunder is limited by defended and subject to the time limitations set forth in Section 12.1, “Survivalheld harmless under this Agreement.”

Indemnification by Buyers. After In addition to the Closingother indemnities of Buyers contained herein or in the other Transaction Documents or any Lease in favor of Sellers, or either of them, Buyers shall be responsible forprotect, shall pay on a current basis, and shall indemnify, save, hold harmless, discharge save harmless and release Sellers, all defend Sellers and each of their affiliatesrespective partners, predecessors, successors and permitted assigneesassigns, and all of their respective stockholderspast, present and future officers, directors, officers, employees, agents agents, representatives, attorneys and representatives all Persons acting by, through, under or in concert with any of the foregoing (collectively, “Seller Indemnified Parties”) (Buyer Indemnified Parties and Seller Indemnified Parties sometimes collectively referred to as each an “Indemnified PartiesParty”) ), from and against any and all Liabilities arising fromLiabilities, based upon, related relating to or associated with (a) arising out of the Properties, or any actof them, omission whether accruing before or event involving or after the Closing Date, including any Liabilities relating to the Properties first occurring after the Effective Date presence or assumed by Buyer pursuant to Section 10.3; (b) the material inaccuracy existence of Hazardous Substances of any representation kind, on, under or warranty about the Properties, or any of Buyers them, or on adjoining or neighboring property, or arising from any use of the Properties, or any of them, except to the extent such Liabilities were caused by the willful misconduct or gross negligence of any Indemnified Party. Payment shall not be a condition precedent to enforcement of the foregoing indemnification. THE PRECEDING INDEMNIFICATION SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE, WHETHER SOLE, CONTRIBUTORY OR CONCURRENT, OF ANY INDEMNIFIED PARTY. The provisions of this Section 10.2 shall survive the Closing and shall control any limitation on liability set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (c) the material breach of, or failure to, perform or satisfy, any of the covenants of Buyers set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; and (d) any liability of Buyers not assumed by Sellers hereunder. Notwithstanding the foregoing, the Indemnification obligations of Buyer hereunder is limited by and subject to the time limitations set forth in Section 12.1, “SurvivalTransaction Document.”