Indemnification by Newco. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Newco OP shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless Vornado, Vornado OP, each other member of the Vornado Group and each of their respective past, present and future directors, trustees, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Vornado Indemnitees”), from and against any and all Liabilities of the Vornado Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
Indemnification by Newco. Subject to the limitations contained in Section 7.06, from and after the Closing Date, Newco will indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless each Parent and its successors, assigns and Affiliates (and its and their respective directors, officers, employees, agents and Representatives) (each a “Parent Indemnitee,” and collectively, the “Parent Indemnitees”) from and against, and will reimburse the Indemnitees with respect to, any and all Losses that result from, relate to or arise out of (i) any breach by Newco of any obligation to be performed by it under this Agreement from and after the Closing, (ii) all Liabilities of Newco and each Contributed Subsidiary, in each case to the extent that such Liabilities arose during or relate to any period (or portion thereof) that takes place on or after the Closing, and (iii) after the Third Termination Date (including any extension thereof with respect to any particular matter pursuant to Section 7.06(b)(ii)), all Third Party Claims relating to any Liabilities arising out of any violations of Environmental Law or Releases at, on, under or migrating to or from any Contributed Subsidiary’s Real Property, regardless of whether such Liabilities arose during or relate to any period before, at or after the Closing.
Indemnification by Newco. Except as otherwise set forth herein, Newco, for itself and its Affiliates and their respective successors and assigns, shall indemnify, defend and hold harmless Wellsford Parent, each of its trustees, officers, employees and agents, and each Affiliate of Wellsford Parent, and each of the heirs, executors, successors and assigns of any of the foregoing (the "Wellsford Parent Indemnitees") from and against any and all Losses of the Wellsford Parent Indemnitees arising out of, by reason of or otherwise in connection with the Newco Liabilities, except as otherwise provided in the Credit Enhancement Agreement and the Palomino Agreement.
Indemnification by Newco. Newco shall indemnify, defend and hold harmless the Company, PBC and each of the Broadcasting Subsidiaries and their respective successors-in-interest, and each of their respective past and present officers and directors against any losses, claims, damages or liabilities, joint or several, arising out of or in connection with the Assumed Liabilities, the Contributed Assets or the operations of any of the businesses contributed to the Newco Group, except as otherwise provided in the Merger Agreement, including Sections 6.06(f), 6.09, and 6.25
Indemnification by Newco. From and after the Closing Date, Newco shall indemnify and defend and hold Hxxxxx and its Subsidiaries, directors, officers, partners, employees, representatives and agents (collectively with Hxxxxx, the “Hxxxxx Indemnified Persons”) harmless from and against any and all Losses incurred by any Hxxxxx Indemnified Person (whether or not involving a third-party claim) arising out of or relating to (a) any breach by Newco or any of its Subsidiaries of any covenants of Newco contained in this Agreement to be performed by Newco or any of its Subsidiaries following the Closing (it being agreed that any action or inaction approved by the Board of Directors of Newco shall not be subject to indemnity under this Section 12.2 if a majority of the directors of Newco at the time of such action or inaction were Class B Directors (as such term is defined in the Investor Agreement), (b) any Assumed Liability, (c) any Liability arising out of or relating to the operation of the businesses or Properties or Liabilities of (i) Stratex prior to the Closing or (ii) Newco and/or any of its Subsidiaries on or after the Closing.
Indemnification by Newco. Newco shall indemnify and hold harmless the Company and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Company Indemnified Party”) from and against any and all Losses suffered or incurred by them arising out of or resulting from the following:
Indemnification by Newco. Except as provided in Section 5.04 and Section 5.05 and subject to Section 10.01, NewCo shall, and shall cause the other members of the HomeAdvisor Group to, fully indemnify, defend and hold harmless IAC, each other member of the IAC Group and each of its respective current and former directors, officers and employees, and each of the heirs, executors, trustees, administrators, successors and assigns of any of the foregoing (collectively, the “IAC Indemnified Parties”), from and against any and all Liabilities of the IAC Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):
Indemnification by Newco. Subject to the other provisions of this Article IX, following the Closing, Newco shall indemnify GP and its Affiliates and their respective officers, directors, employees, agents and representatives against, and shall hold them harmless from, any loss, liability, third-party claim, cost, damage or expense (including reasonable legal fees and expenses but excluding punitive damages (other than punitive damages payable to a third party)) for or on account of or arising from or in connection with or otherwise with respect to (i) any breach on the part of the Buyer or Newco of any representation, warranty or covenant made by them contained in this Agreement, (ii) any of the GP Guarantees and (iii) any liabilities that GP or its Subsidiaries (other than Newco or its Subsidiaries) would not have become subject to other than as a result of GP’s ownership of or affiliation with Newco, the Company or any of its Subsidiaries prior to Closing to the extent arising out of actions or omissions of any of Newco, the Company or any of the Subsidiaries prior to the Closing related to the Unisource Business other than actions or omissions taken at the express direction of GP or which are the subject of indemnification under Section 9.1(a).
Indemnification by Newco. Subject to the limitations set forth in this Article VI, from and after the Closing Date, NewCo agrees to indemnify, defend and hold harmless each of Sunoco, Sunoco’s Subsidiaries, their Subsidiaries and their respective successors, Representatives and permitted assigns (collectively, the “Sunoco Indemnitees”), from and against any and all Claims and Losses incurred, arising out of, resulting from or relating to:
Indemnification by Newco. Notwithstanding anything in this Agreement to the contrary, from and after the Closing, and subject to Section 11.04, Section 11.08 and Section 11.09, Newco shall indemnify, defend and hold harmless:
