Indemnification by Seller and Owners. Seller and Owners, jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer and its Affiliates and their respective officers, directors, shareholders, employees, agents, successors and assigns from and against any and all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, interest, penalties and reasonable attorneys' fees), fines, or damages of any kind or nature (collectively "Losses"), as a result of, or based upon or arising out of:
Indemnification by Seller and Owners. Seller and Owners agree to indemnify and hold harmless Purchaser from and against any and all losses, costs, damages, claims and expenses (including reasonable attorneys' fees) which Purchaser may sustain at any time by reason of (a) any debt, liability or obligation of Seller and/or Owners except obligations assumed by Purchaser, (b) any liability or obligation of any kind relating to the operations of the Acquired Assets or Dealership prior to the Closing Date, (c) any presence of hazardous materials or toxic substances located at the Closing Date in or around the premises to be assigned from Seller to Purchaser related to the underground storage tanks or other hazardous substances, or (d) the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in the inaccuracy of, any of the warranties, representations, covenants or agreements of Seller or Owners contained in this Agreement or in any agreement or document delivered pursuant hereto or in connection herewith or with the closing of the transactions contemplated hereby. The parties acknowledge and agree that Purchaser shall have the right to repair automobiles sold and/or serviced by Seller to correct miscellaneous customer complaints that Purchaser determines in Purchaser's reasonable judgment are an obligation of Seller provided that the total of all such repairs in the aggregate without Seller's prior approval shall not exceed the sum of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500).
Indemnification by Seller and Owners. From and after the Closing Date, Seller and each Owner (each, an "Indemnitor") jointly and severally shall indemnify, defend, and hold harmless the Buyer, and its employees, agents, successors, and assigns (collectively, the "Indemnitee") from and against all demands, claims, actions, or causes of action, assessments, losses, damages, liabilities, costs and expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees) (a "Claim") of any nature, to the extent not covered by insurance, whether absolute, contingent or otherwise, asserted against or imposed upon or incurred by the Indemnitee relating to (a) Buyer’s right, title, and interest in and to the Assets, (b) Seller’s conduct of the operations of its business prior to the Closing Date, or (c) a breach of any representation, warranty or covenant by Seller or a Owner contained in or made pursuant to this Agreement.
Indemnification by Seller and Owners. (a) Seller and each Owner jointly and severally agree to indemnify, reimburse, defend and hold harmless Buyer and its affiliates, and their officers and directors ("Indemnified Parties"), for, from, and against all demands, claims, actions, assessments, losses, damages, liabilities, costs, and expenses (collectively, "Claims"), including, without limitation, attorneys' fees, asserted against, imposed on or incurred by the Indemnified Parties in connection with or attributable to any of the following:
Indemnification by Seller and Owners. From and after the Closing, Seller and Owners, jointly and severally, agree to indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all Losses incurred by or asserted against a Purchaser Indemnified Party due to or resulting from:
Indemnification by Seller and Owners. Seller and Owners shall jointly and severely indemnify, defend, and hold harmless Buyer and each other member of the Group, and their respective successors and assigns and the directors, officers, employees, and agents of each (collectively, the "Buyer Group"), at, and at any time after, the Closing, from and against any and all demands, claims, actions, or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including reasonable fees and expenses of counsel, other expenses of investigation, handling, and litigation, and settlement amounts, together with interest and penalties (collectively, a "Loss" or "Losses"), asserted against, resulting to, imposed upon, or incurred by the Buyer Group, directly or indirectly, by reason of, resulting from, or arising in connection with any of the following:
Indemnification by Seller and Owners. Seller and Owners, jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer and its Affiliates and their respective officers, directors, stockholders, employees, agents, successors and assigns from and against any and all Losses (as defined in Section 9.16) as a result of, or based upon or arising out of:
Indemnification by Seller and Owners. Seller and each Owner, jointly and severally, shall defend, indemnify and hold Buyer, MHM and any Buyer Affiliated Company (including CBIZ) and each of their respective directors, officers, members, shareholders, employees, agents, representatives, successors and assigns (each, a “Buyer Indemnified Party”) harmless from and against any and all losses, liabilities, damages, demands, claims, suits, actions, causes of action, judgments, assessments, costs and expenses, including interest, penalties, reasonable attorneys’ fees, any and all expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), asserted against, resulting to, imposed upon or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, arising from or relating directly or indirectly to any of the following:
Indemnification by Seller and Owners. Seller shall indemnify, defend and hold Purchaser, and its Affiliates and their respective shareholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Purchaser Indemnified Parties”) harmless against and in respect of any and all claims, demands, losses, costs, expenses (including expert witness fees, and attorney’s fees), obligations, Liabilities judgments, damages, recoveries, and deficiencies, including interest, penalties (collectively, “Claims”) that Purchaser Indemnified Parties shall incur or suffer that arise from, result from, or relate to:
Indemnification by Seller and Owners. Subject to Section 9.5, from and after the Closing Date, Seller and Owners shall jointly and severally indemnify, defend and hold harmless Buyer, Parent and their respective officers, directors, employees, stockholders, heirs, successors, and assigns (each, a “Buyer Indemnified Party”), from and against any and all losses, damages, debts, liabilities, obligations, judgments, orders, awards, claims, fines, penalties, costs, and expenses (including reasonable legal or accounting fees or expenses) (collectively, “Losses”) imposed on, incurred by, or asserted against any of them as a result of:
