Indemnification by Purchaser and Parent. Purchaser and Parent, jointly and severally, agree to indemnify, defend and hold harmless the Seller Entities, and each of their respective members, shareholders, officers, directors, managers, employees, agents, affiliates, successors or assigns (each, a “Seller Party”) from any Losses which a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the inaccuracy or breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any exhibit or schedule hereto; (b) the breach of any agreement of Purchaser or Parent contained in this Agreement; or (c) any assertion against a Seller Party of any claim or liability constituting an Assumed Liability. Notwithstanding the foregoing, other than as set forth in Section 13.5, Purchaser will have no indemnification, defense or hold harmless obligation to any Seller Party with respect to the liability of any Seller Party for Taxes as a result of the transactions contemplated by this Agreement or the Expert Agreements. Seller, on behalf of each Seller Party, will give Purchaser prompt written notice of any claim, suit or demand which it believes will give rise to indemnification by Purchaser under this paragraph stating in reasonable detail the nature and basis of such claim, suit or demand; provided, however, that, the failure to give such notice will not affect the obligations of Purchaser hereunder, except to the extent it is prejudiced by such failure. Except as hereinafter provided and except where an actual conflict of interest between a Seller Party and Purchaser and Parent, Purchaser will have the right, but not the duty, to A xxxx of *** on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. defend and to direct the defense against any such claim, suit or demand, in its name or in the name the Seller Party at Purchaser’s expense and with outside counsel of Purchaser’s own choosing. Each Seller Party will, at Purchaser’s expense, cooperate reasonably in the defense of any such claim, suit or demand. Except as set forth below, if Purchaser, within reasonable time after notice of a claim under this Section 17.2, fails to defend a Seller Party, such Seller Party will be entitled ...
Indemnification by Purchaser and Parent. Subject to the provisions of this Article X, from and after the Closing, Purchaser and Parent shall jointly and severally indemnify the Sellers and their respective officers, directors, Affiliates, attorneys, accountants, representatives and agents (the “Seller Indemnified Parties”) for all Losses that any Seller Indemnified Party may suffer, sustain or incur and that result from, arise out of, relate to, or are caused by any of the following:
(a) any breach or inaccuracy of any representation or warranty of the Purchaser or Parent (disregarding all materiality qualifications for purposes of calculating the applicable Losses, but not for purposes of determining whether there has been a breach or inaccuracy of any such representation or warranty) contained in ARTICLE V or in any certificates delivered pursuant to Article X, other than the Purchaser Fundamental Representations;
(b) any breach or inaccuracy of any of the Purchaser Fundamental Representations (disregarding all materiality qualifications for purposes of calculating the applicable Losses, but not for purposes of determining whether there has been a breach or inaccuracy of any such representation or warranty); and
(c) any failure by Purchaser or Parent, as applicable, to perform or comply with any covenant or agreement contained in this Agreement that is applicable to Purchaser or Parent, as applicable.
Indemnification by Purchaser and Parent. Except as otherwise limited by this Article VI, Purchaser and Parent, jointly and severally, shall indemnify and hold harmless Seller, CHE and their respective officers, directors, successors and permitted assigns from any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) suffered or incurred by any of them (hereinafter "Seller Losses") arising out of or resulting from:
(a) the breach of any representation, warranty, covenant or agreement by Purchaser or Parent contained herein or in any exhibit, schedule or certificate delivered under this Agreement; or
(b) the failure of Purchaser to pay, perform or otherwise discharge the Assumed Liabilities.
Indemnification by Purchaser and Parent. Subject to the terms and conditions of this ARTICLE XII, Purchaser and Parent, jointly and severally agree to indemnify, defend and hold harmless Seller, its stockholders, officers, directors, employees and attorneys, all subsidiaries and affiliates of Seller, and the respective officers, directors, employees and attorneys of such entities (all such persons and entities being collectively referred to as the "Seller Group") from, against, for and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by Seller and/or any other member of the Seller Group by reason of, resulting from, based upon or arising out of any of the following (collectively, "Seller Losses"):
Indemnification by Purchaser and Parent. (a) Subject to the limitations set forth in this Article VII, Purchaser and Parent, jointly and severally, shall indemnify, exculpate and hold Sellers, and their respective stockholders, partners, directors, officers, employees and agents (collectively, "SELLER INDEMNIFIED PARTIES") harmless from and against, and agree promptly to defend Seller Indemnified Parties from and reimburse Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, costs of investigation, reasonable attorneys' fees and other reasonable legal costs and expenses actually incurred) ("SELLER INDEMNIFIED LOSSES") which Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
(i) Any and all of the respective obligations of Purchaser and Parent relating to the Real Property, the Personal Property, the Assumed Liabilities, the Facilities or the operation thereof pertaining to the period after the Closing Date;
(ii) Any misrepresentation or inaccuracy in or any breach of any of the representations or warranties made by Purchaser or Parent in or pursuant to this Agreement or in any instrument, certificate or affidavit delivered by Purchaser or Parent at the Closing except to the extent such breach shall have been waived in writing by Sellers;
(iii) Any failure by Purchaser or Parent to carry out, perform, satisfy and discharge the Assumed Liabilities or any of its other covenants, agreements, undertakings, liabilities or obligations under this Agreement or in any instrument, certificate or affidavit delivered by Purchaser or Parent at the Closing;
(iv) Any and all claims, including any suit, action, or other proceeding brought by applicable governmental or quasi-governmental authorities against a Seller, (a) arising from the ownership and operation of the Facilities by Purchaser or any operator selected by Purchaser after the Closing Date; or (b) as to any overpayments made to Purchaser by third parties including, without limitation, overpayments made with respect to Government Programs, if applicable, relating to periods after the Closing Date; and
(v) Any and all claims against a Seller by a person as to whom Purchaser received a payment for earned vacation pay for such person pursuant to Section 4.16 hereof, and as to whom Purchaser or any operator selected by Purchaser failed to provide the amount of earned vacation pay benefi...
Indemnification by Purchaser and Parent. Each of Purchaser and Parent, jointly and severally, hereby agrees to indemnify, defend and hold harmless Seller, and its respective officers, directors, stockholders, partners, members, employees, agents and affiliates (collectively, the “Seller Indemnified Persons”) from and against any Damages arising out of or resulting from:
(a) any breach of any representation or warranty Purchaser or Parent has made in this Agreement, the Related Documents or in any other certificate or document Purchaser or Parent has delivered pursuant to this Agreement;
(b) any breach by Purchaser or Parent of its covenants or obligations in this Agreement, the Related Documents or in any agreement or other document executed or delivered pursuant to this Agreement;
(c) the operation or ownership of, or conditions existing, arising or occurring with respect to, the Assets after the Closing Date;
(d) any claims, debts, liabilities, or obligations relating to the Assets or the operation of the Business, whether accrued, absolute, contingent, or otherwise, due, accrued or arising after the Closing Date;
(e) the Assumed Liabilities;
(f) any claim by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Purchaser or Parent or their Affiliates in connection with the transactions contemplated by this Agreement; and
(g) any allegation by a third party of any of the foregoing.
Indemnification by Purchaser and Parent. Purchaser and Parent hereby agree, jointly and severally, to indemnify, defend and hold harmless Seller, Seller's officers, directors, shareholders, employees, independent contractors, agents, successors and assigns and Xxxxxx (collectively, the "Seller Parties") from and against any and all Losses (as hereinafter defined) which any of the Seller Parties actually incur which are based on, the result of, arise out of or are otherwise related to any of the following:
(a) any inaccuracy or misrepresentation in, or breach of any representation or warranty of Purchaser contained in, this Agreement, any of the Other Sale Documents or any certificate, schedule, exhibit list or other instrument to be furnished by Purchaser or Parent to Seller pursuant to this Agreement or any of the Other Sale Documents;
(b) any breach or failure of Purchaser or Parent to perform any covenant or agreement required to be performed by it pursuant to this Agreement or any of the Other Sale Documents;
(c) the use and operation of the Purchased Assets and/or the Business from and after the Closing Date; and
Indemnification by Purchaser and Parent. Purchaser and Parent shall indemnify Seller and its Affiliates, officers, directors, managers, employees and agents (collectively, the “Seller Indemnified Parties”) against and hold them harmless from any Losses suffered or incurred by the Seller Indemnified Party to the extent arising from any breach of (a) any representation or warranty of Parent or Purchaser contained in this Agreement or (b) any breach of any covenant contained in this Agreement requiring performance by Parent or Purchaser.
Indemnification by Purchaser and Parent. Subject to the terms and conditions of this Article, Purchaser and Parent, jointly and severally, hereby agree to indemnify, defend and hold the Corporation and Shareholder and its or their respective directors, officers, agents, attorneys and affiliates harmless from and against all Damages asserted against or incurred by any of such indemnitees by reason of or resulting from a breach of any representation, warranty or covenant of Purchaser or Parent contained herein or in any exhibit, schedule or certificate delivered hereunder, or in any agreement executed in connection with the transactions contemplated hereby; provided, however, that no indemnification for Damages under this Section 11.2 shall be made until the aggregate amount of such Damages exceeds $70,000.
Indemnification by Purchaser and Parent. After the Closing Date, Purchaser and Parent shall indemnify and hold harmless Seller against and in respect of:
(a) Any damage, deficiency, or costs resulting from any misrepresentation or breach of warranty or any nonfulfillment of any covenant or agreement on the part of Purchaser or Parent under this Agreement;
(b) Any damage, deficiency, or costs arising from the within Agreement and resulting from claims accruing after the Closing Date by a person, firm, or corporation other than a party to this Agreement; and
(c) Any claim, action, suit, proceeding, demand, judgment, assessment, cost, and expense, including reasonable counsel fees, incident to any of the foregoing. Purchaser and Parent shall reimburse Seller for any liabilities, damages, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs, and expenses to which this Section 15.2 relates including, but not limited to, reasonable attorney fees and costs of defense.
