Indemnification by the Buyers Sample Clauses

Indemnification by the Buyers. Subject to the limits set forth in this Section 8.1, the Buyers jointly and severally agree to indemnify, defend and hold the Sellers and their respective agents and representatives (the "Sellers Indemnified 68 Persons") harmless from and in respect of any and all Losses that they may incur arising (i) out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of the Buyers contained in this Agreement; (ii) as a result of the conduct of business of any member of the Dresser-Rand Group after the Closing Date; (iii) from a third party claim under the Partnership's Amended and Restated Partnership Agreement, dated as of October 1, 1992 or the partnership law of the State of New York as a result of the status of the Sellers as partners of the Partnership prior to the Closing but only to the extent related to the business now or previously conducted by the Dresser-Rand Group or its predecessors (other than with respect to matters contemplated to be the responsibility of the Sellers or as to which Sellers are obligated to indemnify pursuant to this Agreement); and (iv) under any guarantees, standby letters of credit or other forms of credit support provided by any of the Sellers or any of their Affiliates to third parties in respect of obligations of any members of the Dresser-Rand Group. Anything to the contrary contained herein notwithstanding, (x) none of the Sellers Indemnified Persons shall be entitled to recover from the Buyers for any Losses indemnifiable under Section 8.1(b)(i) and Section 8.1(b)(ii) above unless and until the total amount of all such claims in respect of Losses pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii) exceeds the Basket; provided that in calculating whether the Basket has been obtained, only Losses in excess of the Minimum Claim Amount shall be considered and after the Basket has been obtained Buyers shall not be liable for any Losses under Section 8.1(b)(i) or Section 8.1(b)(ii) unless the Losses exceed the Minimum Claim Amount; and (y) the Sellers Indemnified Parties shall not be entitled to recover more than the Cap from the Buyers pursuant to Section 8.1(b)(i) and Section 8.1(b)(ii); provided, however, that neither the Basket nor the Cap shall apply with respect to any Losses resulting from or relating to Section 8.1(b)(iii) and Section 8.1(b)(iv). Notwithstanding anything to the contrary in this Section 8.1(b), the Buyers hereby waive any and all claims ...

Indemnification by the Buyers. Each Buyer agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Buyer to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of a Buyer be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Buyer in connection with any claim relating to this Section 6 and the amount of any damages such Buyer has otherwise been required to pay by reason of such untrue statement or omission) received by such Buyer upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Buyers. Each of the Buyers, severally and not jointly, agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by such Buyer of any of the representations, warranties, covenants or agreements of such Buyer contained in this Agreement.

Indemnification by the Buyers. Notwithstanding the Closing, the Buyers hereby agree to indemnify and hold the Seller Indemnitors harmless against and with respect to, and shall reimburse to the Seller Indemnitors for: (a) Any and all losses, direct or indirect, liabilities, or damages resulting from any untrue representation, breach of warranty, or nonfulfillment or any covenant or obligation by the Buyers contained herein or in any certificate, document or instrument delivered to the Sellers or 00xx Xxxxxx hereunder; (b) Any and all losses, liabilities or damages to third parties resulting from the operation or ownership of the Stations by the Buyers on and after the Effective Time, including, but not limited to any and all liabilities arising under the Station Licenses or the Assumed Contracts which relate to events occurring after the Effective Time; (c) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity, subject to the notice and opportunity to remedy requirements of Section 15.3 hereof; and (d) Interest at the Prime Rate on any reimbursable expense or loss incurred by the Sellers from the date of payment, in the case of a reimbursable expense, and from the date of occurrence, in the case of any other losses, until the date of reimbursement by the Buyers.

Indemnification by the Buyers. The Buyers agree to indemnify the Agent (to the extent the Agent is not reimbursed by the Company and without limiting the obligations of the Company hereunder or under any of the other Transaction Documents), ratably on a pro rata basis based on the principal amount outstanding under the Notes from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Agent in connection therewith; provided, however, that no Buyer shall be liable to the extent it is finally judicially determined that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arose primarily from the Agent’s gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.

Indemnification by the Buyers. The Buyers shall jointly and severally indemnify and hold harmless Empress and its successors, stockholders, officers, directors, Affiliates, representatives, and agents (collectively, the "Empress Indemnitees") from and against any and all Indemnity Losses resulting from or relating to (a) any breach of any representation or warranty, or any breach or failure of any of the Buyers to perform or fulfill any covenant, agreement or obligation of any of the Buyers contained in this Agreement or any related agreement, instrument, document, exhibit, schedule or certificate furnished or required to be furnished by any of the Buyers pursuant to this Agreement or in connection with the transactions contemplated by this Agreement and (b) any and all suits, actions, investigations, proceedings, demands, assessments, audits, and judgments arising out of any of the foregoing.

Indemnification by the Buyers. From and after the Closing, and subject to this Article VIII, the Buyers shall jointly and severally defend, indemnify and hold harmless Seller and its officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnitees”) from and against, and pay or reimburse the Seller Indemnitees for, any and all Losses resulting from (a) any inaccuracy in or breach of any representation or warranty made by the Buyers in Article IV of this Agreement or (b) any breach or default in performance by the Buyers of any covenant or agreement under this Agreement.

Indemnification by the Buyers. Subject to the other terms and conditions of this Article VIII, the Buyers, jointly and severally, shall indemnify and defend each of the Sellers and their Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Buyers contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Buyers pursuant to the Transaction Documents; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement the other Transaction Documents or any certificate or instrument delivered by or on behalf of the Buyers pursuant to the Transaction Documents; or (c) any Assumed Liability.

Indemnification by the Buyers. The Buyers shall jointly and severally indemnify and hold harmless HGHC and its successors, stockholders, officers, directors, Affiliates, representatives, and agents (collectively, the "HGHC Indemnitees") from and against any and all Indemnity Losses (which shall not include consequential damages or claims for lost profits) resulting from or relating to (a) any breach of any representation or warranty, or any breach or failure of any of the Buyers to perform or fulfill any covenant, agreement or obligation of the Buyers contained in this Agreement or any related agreement, instrument, document, exhibit, schedule or certificate furnished or required to be furnished by any of the Buyers pursuant to this Agreement or in connection with the transactions described in this Agreement and (b) any and all suits, actions, investigations, proceedings, demands, assessments, penalties, settlements, compromises, audits and judgments arising out of any of the foregoing, it being specifically agreed and acknowledged that all matters relating to or arising from the Merger Lawsuits are the responsibility of HGHC, and not the Buyers or Joliet.

Indemnification by the Buyers. Subject to the terms and conditions of this Article 9, from and after the Closing the Buyers, jointly and severally, shall indemnify and hold harmless Mallinckrodt UK and its Affiliates, and their respective directors, officers, employees, successors, transferees and assigns against and in respect of any and all Losses arising out of or resulting from: (a) any breach or violation by any Buyer of the covenants made in this Agreement by the Buyers not covered elsewhere in this Section 9.2, including without limitation any failure by the Buyers to perform any of their obligations under Section 6.9, except to the extent Mallinckrodt UK is reimbursed for Losses under any Letter of Credit, (b) any inaccuracy in or breach of any of the representations or warranties set forth in Article 4, treating such representations and warranties as though made as of the Closing Date, (c) Excluded Taxes, but without duplication of any amounts paid pursuant to Section 2.5; and (d) R&D Lab Construction Pre-Closing Costs and the IT Carve-Out Pre-Closing Costs, to the extent not reflected in the Final Closing Statement or otherwise reimbursed.