Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. From and after the Closing, the Buyer agrees to indemnify, defend and save the Company, its stockholders, and their respective Affiliates, and each of their respective officers, directors, employees, attorneys, agents, Employee Benefit Plans and fiduciaries, plan administrators or other parties dealing with such plans (each, a “Company Indemnified Party”) forever harmless from and against, and to promptly pay to a Company Indemnified Party or reimburse a Company Indemnified Party for, any and all Losses sustained or incurred by any Company Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following: (i) any inaccuracy in or misrepresentation or breach of a representation or warranty made by the Buyer, provided that for purposes of this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein or in the Buyer Transaction Documents; (ii) non-compliance with or breach by the Buyer of any of the covenants or agreements contained in this Agreement or the Buyer Transaction Documents to be performed by the Buyer; (iii) any liability or obligation of the Buyer or any assertion against a Company Indemnified Party, arising out of or relating, directly or indirectly, to any of the Assumed Liabilities; and (iv) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and the Buyer.

Indemnification by the Buyer. From and after Subject to the Closinglimitations expressly set forth in Section 9.6, the Buyer agrees to indemnify, defend will indemnify and save hold harmless the Company, Seller and its stockholders, Affiliates and their respective Affiliatesdirectors, and each of their respective officers, directorsequity owners, employees, attorneys, agents, Employee Benefit Plans consultants and fiduciariesother advisors and representatives (collectively, plan administrators or other parties dealing with such plans (each, a the “Company Seller Indemnified PartyParties”) forever harmless from and against, and to promptly will pay to a Company the Seller Indemnified Party or reimburse a Company Indemnified Party forParties the monetary value of, any and all Losses sustained incurred or incurred suffered by any Company the Seller Indemnified Party relating to, resulting from, Parties directly or indirectly arising out of of, relating to or otherwise by virtue of resulting from any of the following: (ia) any inaccuracy in or misrepresentation or breach of a any representation or warranty made of the Buyer contained in this Agreement, the Buyer Disclosure Schedule, any Ancillary Agreement or in any certificate, delivered by the Buyer, provided that for purposes of Buyer pursuant to this Section 6.4, all “material adverse effect,” “material” Agreement or similar qualifiers contained herein or therein shall not be given any effect herein or in the Buyer Transaction DocumentsAncillary Agreement; (iib) non-compliance with any nonfulfillment, nonperformance or other breach of any covenant or agreement of the Buyer contained in this Agreement, the Buyer Disclosure Schedule, any Ancillary Agreement or in any certificate, instrument or other document delivered by the Buyer of any of the covenants or agreements contained in pursuant to this Agreement or the Buyer Transaction Documents to be performed by the Buyerany Ancillary Agreement; (iiic) any liability Assumed Liability and any other Liability arising from or obligation relating to the ownership or operation of the Buyer Business or the Purchased Assets after the Closing that is not an Excluded Liability; and (d) any assertion against a Company Indemnified PartyProceedings, arising out of demands or relating, directly or indirectly, assessments incidental to any of the Assumed Liabilities; and matters set forth in clauses (iva) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and the Buyerthrough (d) above.

Indemnification by the Buyer. From Subject to any applicable limitations in this Section 8.2, from and after the Closing, the Buyer agrees to indemnify, defend and save the Company, its stockholders, Sellers and their respective Affiliates, and each of their respective officers, directors, managers, employees, attorneysequityholders, agents, Employee Benefit Plans agents and fiduciaries, plan administrators or other parties dealing with such plans fiduciaries (each, a “Company Seller Indemnified Party”) forever harmless from and against, and to promptly pay to a Company each Seller Indemnified Party or reimburse a Company each Seller Indemnified Party for, any and all Losses (but excluding lost profits and exemplary or special damages, unless such profits or damages are paid or payable by any Seller Indemnified Party in connection with a Third Party Claim) sustained or incurred by any Company such Seller Indemnified Party relating to, resulting from, or otherwise arising out of or otherwise by virtue of of, any of the following: (i) any inaccuracy in breach or misrepresentation inaccuracy, or claim alleging a breach or inaccuracy, of a representation or warranty made in this Agreement or in any of the Transaction Documents by the Buyer, provided that for purposes of this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein or in the Buyer Transaction Documents;; and (ii) any non-compliance with or breach by the Buyer of any of the covenants or agreements contained in this Agreement or any of the Buyer Transaction Documents to be performed by the Buyer;. (iii) any liability or obligation of the Buyer or any assertion against a Company Indemnified Party, arising out of or relating, directly or indirectly, to any of the Assumed Liabilities; and (iv) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement the Transaction based upon an any alleged agreement between the claimant and the BuyerBuyer or any of its Affiliates; (iv) the ownership, operation or conduct of the Acquired Business after the Effective Time; and (v) any liabilities or obligations with respect to the services provided by the Companies after the Effective Time.

Indemnification by the Buyer. From The Buyer shall save, defend, indemnify and after hold harmless the ClosingSeller and its Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the Buyer agrees to indemnify, defend and save the Company, its stockholders, and their respective Affiliates, and each of their respective officers, directors, employees, attorneys, agents, Employee Benefit Plans and fiduciaries, plan administrators or other parties dealing with such plans (each, a “Company Seller Indemnified PartyParties”) forever harmless from and against, and to promptly pay to a Company Indemnified Party or reimburse a Company Indemnified Party for, against any and all Losses incurred, sustained or incurred suffered by any Company Indemnified Party relating to, resulting from, of the foregoing to the extent arising out of or otherwise by virtue of any of the followingresulting from: (ia) any inaccuracy in or misrepresentation or breach of a any representation or warranty made by the Buyer, provided that for purposes of Buyer contained in this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein or in the Buyer Transaction DocumentsAgreement; (iib) non-compliance with any breach of any covenant or breach agreement by the Buyer of contained in this Agreement; (c) any Third Party Claim that arises from an event that occurs after the Closing against any Seller Indemnified Party with respect to the operations or ownership of the Hotels or Hotel Interests, except to the extent that such claim or cause of action would not have arisen if the representations, warranties and covenants or agreements of the Seller contained in this Agreement or the Buyer Transaction Documents to be performed by the Buyerwere true, accurate and fulfilled; (iiid) any liability Assumed Liabilities; (e) any direct claims brought by any Designees against the Seller in relation to the Transactions; (f) any claim for any broker’s or obligation investment banking fees of the Buyer or any assertion against a Company Indemnified Party, arising out of or relating, directly or indirectly, to any of in connection with this Agreement and the Assumed Liabilitiestransactions contemplated hereby; and (ivg) any claim for payment arising other than from the Seller’s actions or failure to take actions where required, all obligations, penalties, liabilities and expenses under the Worker Adjustment and Retraining Notification Act of fees and/or expenses 1988, as a broker amended, or finder in connection with other similar state laws, arising from the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and the BuyerTransactions.

Indemnification by the Buyer. (a) From and after the Closing, subject to the provisions of this Article X, the Buyer agrees to shall indemnify, defend and save hold harmless GE and its Affiliates and its representatives and agents (collectively, the Company, its stockholders, and their respective Affiliates, and each of their respective officers, directors, employees, attorneys, agents, Employee Benefit Plans and fiduciaries, plan administrators or other parties dealing with such plans (each, a “Company GE Indemnified PartyParties”) forever harmless from and against, and to promptly pay to a Company Indemnified Party or reimburse a Company any GE Indemnified Party for, any and all Losses sustained Losses, whether or incurred by any Company not involving a Third Party Claim, that such GE Indemnified Party relating may at any time suffer or incur, or become subject to, resulting from, arising out as a result of or otherwise by virtue of any of the followingin connection with: (i) the inaccuracy or breach of any representations or warranties made by the Buyer in this Agreement or the Buyer Closing Certificate; (ii) any breach or failure by the Buyer to perform any of its covenants or obligations contained in this Agreement; (iii) any Assumed Liability (including the failure of the Buyer or its Affiliates to perform or in due course pay and discharge any Assumed Liability) (provided, however, that this clause (iii) will not be construed to limit the right of a Buyer Indemnified Party to indemnification pursuant to Section 10.01(a)(i) for any inaccuracy in or misrepresentation or breach of a representation or warranty made by the Buyer, provided that for purposes of this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein or in the Buyer Transaction Documents; (ii) non-compliance with or breach by the Buyer of any of the covenants or agreements contained in this Agreement or the Buyer Transaction Documents is related to be performed by the Buyer; (iii) any liability or obligation of the Buyer or any assertion against a Company Indemnified Party, arising out of or relating, directly or indirectly, to any of the an Assumed LiabilitiesLiability); andor (iv) any claim for payment of brokerage or finder’s fees and/or expenses as a broker or finder commissions or similar payments based upon any agreement or understanding alleged to have been made by any Person with the Buyer or any Affiliates thereof (or any Person acting on their behalf) in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and the Buyertransactions contemplated hereby.

Indemnification by the Buyer. From and after Subject to the Closingprovisions of this Section 9.2, the Buyer hereby agrees to indemnify, defend and save hold harmless the CompanySeller, its stockholders, the Seller’s affiliates and their respective Affiliates, and each of their respective officers, directors, shareholders, partners, members, employees, attorneysagents and affiliates (collectively, agents, Employee Benefit Plans and fiduciaries, plan administrators or other parties dealing with such plans (each, a the “Company Seller Indemnified PartyPersons”) forever harmless from and againstagainst any losses, liabilities, claims, obligations, damages (including diminution in value), strict liability, fines, penalties, assessments, deficiencies, actions, causes of action, arbitrations, proceedings, remediations, judgments, settlements, violations or alleged violations of law, costs and to promptly pay to a Company Indemnified Party or reimburse a Company Indemnified Party for, any expenses (including reasonable attorneys’ fees and all Losses sustained other expenses incurred in investigating, preparing, or incurred by defending any Company Indemnified Party relating tolitigation or proceeding, resulting fromcommenced or threatened) (collectively, “Seller Damages,” and, together with the Buyer Damages, the “Damages”) arising out of or otherwise by virtue of any of the followingresulting from: (ia) any inaccuracy in or misrepresentation or breach of a any representation or warranty the Buyer has made by the Buyer, provided that for purposes of in this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein Agreement or in any other certificate or document the Buyer Transaction Documentshas delivered pursuant to this Agreement; (iib) non-compliance with or any breach by the Buyer of any of the its covenants or agreements contained obligations in this Agreement or the Buyer Transaction Documents to be performed by the BuyerAgreement; (iiic) any liability or obligation of the Buyer or any assertion against a Company Indemnified Party, arising out of or relating, directly or indirectly, to any of the Assumed Liabilities; and; (ivd) (A) the post-Closing employment by the Buyer of any Company Employee, or (B) the termination of employment by the Buyer of any Company Employee, whether or not such Seller Damages arise under a Contract, applicable law or otherwise; (e) any claim by any person for payment of brokerage or finder’s fees and/or expenses as a broker or finder commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with the Buyer in connection with the origin, negotiation, execution transactions contemplated by this Agreement; (f) any and all Taxes or consummation Transfer Taxes for which Buyer is responsible in accordance with Article VII; or (g) any allegation by a third party of this Agreement based upon an alleged agreement between claimant and any of the Buyerforegoing.

Indemnification by the Buyer. From and after Subject to the Closingprovisions of this ARTICLE 9, the Buyer hereby agrees to indemnify, defend and save hold harmless the Company, its stockholders, Sellers and their respective Affiliatespartners, agents and each of their respective officersAffiliates (collectively, directors, employees, attorneys, agents, Employee Benefit Plans and fiduciaries, plan administrators or other parties dealing with such plans (each, a the “Company Seller Indemnified PartyPersons”) forever harmless from and againstagainst any losses, and liabilities, claims, obligations, damages (excluding punitive damages except to promptly pay the extent such punitive damages are required to be paid to a Company Indemnified third party pursuant to a Third Party or reimburse a Company Indemnified Party forClaim), any strict liability, fines, interest, penalties, assessments, deficiencies, actions, causes of action, arbitrations, proceedings, remediations, judgments, settlements (to the extent entered into in accordance with Section 9.4), violations of Law, costs and expenses (including reasonable attorneys’ fees and all Losses sustained other reasonable expenses incurred in investigating, preparing, or incurred by defending any Company Indemnified Party relating toclaim, resulting fromlitigation or proceeding) (collectively, “Seller Damages,” and, together with the Buyer Damages, the “Damages”) arising out of or otherwise by virtue of any of the followingresulting from: (ia) any inaccuracy in or misrepresentation or the breach of a any representation or warranty made by the Buyer, provided that for purposes of this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein or in the Buyer Transaction Documents; (ii) non-compliance with or breach by the Buyer of any of the covenants or agreements contained in this Agreement or in any certificate, exhibit, annex, schedule or other document furnished or delivered to the Sellers by the Buyer Transaction Documents to be performed by the Buyerin connection with this Agreement; (iiib) the Buyer’s failure to perform any liability of its covenants or obligation of agreements under or contained in this Agreement or in any certificate, exhibit, annex, schedule or other document furnished or delivered to the Sellers by the Buyer or any assertion against a Company Indemnified Party, arising out of or relating, directly or indirectly, to any of the Assumed Liabilitiesin connection with this Agreement; andor (ivc) any claim by any Person for payment of brokerage or finder’s fees and/or expenses as a broker or finder commissions or similar payments or indemnification based upon any agreement or understanding alleged to have been made by any such Person with the Buyer in connection with the origin, negotiation, execution or consummation of transactions contemplated by this Agreement based upon an alleged agreement between claimant and the BuyerAgreement.

Indemnification by the Buyer. From and after After the Closing, subject to the terms and conditions of this Article X, the Buyer agrees to indemnifyand the Companies (the “Buyer Indemnifying Parties” and, defend together with the Seller, individually, an “Indemnifying Party” and, collectively, the “Indemnifying Parties”), jointly and save severally, will indemnify and hold harmless the Company, Seller and each of its stockholders, and their respective Affiliates, Affiliates and each of their respective officers, directors, employees, attorneyspartners, agentsmembers, Employee Benefit Plans successors and fiduciariespermitted assigns (collectively, plan administrators or other parties dealing the “Seller Indemnified Parties” and, together with such plans (eachthe Buyer Indemnified Parties, a individually, an “Company Indemnified Party” and, collectively, the “Indemnified Parties”) forever harmless from and against, and to promptly pay to a Company Indemnified Party or reimburse a Company Indemnified Party for, any and for all Losses sustained or incurred by any Company Indemnified Party relating to, arising or resulting from, arising out of or otherwise by virtue in connection with: (a) any breach or inaccuracy of any of the following: (i) any inaccuracy in or misrepresentation or breach of a representation or warranty made by the Buyer, provided that for purposes of this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein or in the Buyer Transaction Documents; (ii) non-compliance with or breach by the Buyer of any of the covenants or agreements contained in this Agreement or any certificate delivered by the Buyer Transaction Documents at the Closing pursuant to be performed by the Buyer; this Agreement; (iiib) any liability breach of any covenant or obligation agreement of the Buyer or any assertion against a Company Indemnified Partyin this Agreement, arising out of or relating, directly or indirectly, to any of the Assumed Liabilities; and (ivc) any claim for payment use by the Buyer or either Company of fees and/or expenses as a broker any UR Intellectual Property after the Closing (irrespective of whether such use was in compliance with Section 9.5), including any Losses resulting from any personal injury or finder property damage in connection with the originoperation of any equipment or vehicle by the Buyer or either Company after the Closing displaying any UR Intellectual Property, negotiation(d) any Surety Bond or Past Project Surety Bond is, execution or consummation is threatened to be, drawn upon, called or otherwise exercised by the beneficiary thereof or (e) any Liability (other than Liabilities for which the Seller has an indemnification obligation pursuant to Section 10.1(d) above) arising or resulting from any transaction, event, occurrence, action or inaction of this Agreement based upon an alleged agreement Buyer or the Companies after the Closing, other than Liabilities for torts and commercial transactions between claimant and the BuyerParties.

Indemnification by the Buyer. From and after Subject to the Closingprovisions of this Section 9.2, the Buyer hereby agrees to indemnify, defend and save hold harmless the CompanySellers, its stockholders, the Sellers’ affiliates and their respective Affiliates, and each of their respective officers, directors, managers, shareholders, partners, members, employees, attorneysagents and affiliates (collectively, agents, Employee Benefit Plans and fiduciaries, plan administrators or other parties dealing with such plans (each, a the “Company Seller Indemnified PartyPersons”) forever harmless from and againstagainst any losses, liabilities, claims, obligations, damages (including diminution in value), strict liability, fines, penalties, assessments, deficiencies, actions, causes of action, arbitrations, proceedings, remediations, judgments, settlements, violations or alleged violations of law, costs and to promptly pay to a Company Indemnified Party or reimburse a Company Indemnified Party for, any expenses (including reasonable attorneys’ fees and all Losses sustained other expenses incurred in investigating, preparing, or incurred by defending any Company Indemnified Party relating tolitigation or proceeding, resulting fromcommenced or threatened) (collectively, “Seller Damages,” and, together with the Buyer Damages, the “Damages”) arising out of or otherwise by virtue of any of the followingresulting from: (ia) any inaccuracy in or misrepresentation or breach of a any representation or warranty the Buyer has made by the Buyer, provided that for purposes of in this Section 6.4, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect herein Agreement or in any other certificate or document the Buyer Transaction Documentshas delivered pursuant to this Agreement; (iib) non-compliance with or any breach by the Buyer of any of the its covenants or agreements contained obligations in this Agreement or the Buyer Transaction Documents to be performed by the BuyerAgreement; (iiic) any liability or obligation of the operation and ownership by the Buyer of, or any assertion against a Company Indemnified Partyconditions existing, arising out of or relatingoccurring with respect to, directly the Assets and the Seller Facilities on or indirectly, to any of after the Closing Date; (d) the Assumed Liabilities; and; (ivA) the post-Closing employment by the Buyer of any Company Employee, or (B) the termination of employment by the Buyer of any Company Employee, whether or not such Seller Damages arise under a Contract, applicable law or otherwise; (f) any claim by any person for payment of brokerage or finder’s fees and/or expenses as a broker or finder commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with the Buyer in connection with the origin, negotiation, execution or consummation transactions contemplated by this Agreement; or (g) any allegation by a third party of this Agreement based upon an alleged agreement between claimant and any of the Buyerforegoing.

Indemnification by the Buyer. From and after the Closing, the Buyer hereby agrees to indemnifycompensate, defend reimburse, indemnify and save hold harmless the Company, Seller and its stockholders, Affiliates and their respective AffiliatesRepresentatives (the “Seller Indemnified Parties” and, and each of their respective officerstogether with the Buyer Indemnified Parties, directors, employees, attorneys, agents, Employee Benefit Plans and fiduciaries, plan administrators or other parties dealing with such plans (each, a the “Company Indemnified PartyParties”) forever harmless against and from and against, and any Loss (regardless of whether or not such Loss relates to promptly pay to a Company Indemnified any Third Party or reimburse a Company Indemnified Party for, any and all Losses sustained Claim) suffered or incurred by any Company Seller Indemnified Party relating to, resulting fromin connection with, arising out of or otherwise by virtue as a consequence of any of the following: (ia) any inaccuracy in or misrepresentation or breach of a any representation or warranty made by of the BuyerBuyer set forth in Sections 4.2(a), provided that for purposes of this Section 6.4, all (c) and (h) (without giving effect to any “material adverse effect,” “materialBuyer Material Adverse Effect” or other materiality qualification or similar qualifiers qualification contained herein in any such representation or therein shall not be given warranty), (b) any effect herein or in breach of any covenant of the Buyer Transaction Documents; (ii) non-compliance with or breach by the Buyer of any of the covenants or agreements contained in this Agreement Agreement, (c) any Proceeding relating to any inaccuracy or breach referred to in clause “(a)” (including any Proceeding commenced by any Seller Indemnified Party for the purpose of enforcing any of its rights under this Article VII), or (d) any Proceeding relating to any inaccuracy or breach referred to in clause “(b)” (including any Proceeding commenced by any Seller Indemnified Party for the purpose of enforcing any of its rights under this Article VII), or (e) any Liability for Taxes or Tax matters for which the Buyer Transaction Documents is responsible pursuant to be performed by the Buyer; (iii) any liability or obligation of the Buyer or any assertion against a Company Indemnified Party, arising out of or relating, directly or indirectly, to any of the Assumed Liabilities; and (iv) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and the BuyerSection 6.1.