Indemnification by the Selling Parties. From and after the Closing, the Selling Parties, jointly and severally, agree to indemnify, defend and save the Buyer, its officers, directors, employees, agents, and the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of:
(a) any misrepresentation in or breach of the representations and warranties of the Selling Parties contained in this Agreement, the other Transaction Documents or in any Schedule or Exhibit hereto or thereto;
(b) the failure of any Selling Party to perform any of its, his or her covenants or obligations contained in this Agreement or the other Transaction Documents or in any Exhibit or Schedule hereto or thereto;
(c) the assertion or recovery against the Buyer of any Liability of any Selling Party arising out of or in connection with facts, circumstances or conditions existing on or occurring at or prior to the Closing Date;
(d) the Excluded Liabilities or Excluded Assets;
(e) any Liability or claim with respect to the ownership or use of the Excluded Assets;
(f) the assertion or recovery against the Buyer of any Liability of any Selling Party under any “bulk sales” or similar Law relating to the transfer of the Assets hereunder;
(g) Liens on the Assets which attached prior to the Closing that are not Permitted Liens;
(h) any warranty claims relating to merchandise sold by any Seller prior to Closing not otherwise covered by insurance;
(i) any claim for brokers’ fees or expenses, including those described in Section 3.5;
(j) any Liabilities of any Seller with respect to such Seller’s failure to (i) comply with sales tax laws and (ii) collect sales tax in connection with any of its auctions prior to the Closing Date;
(k) any violation (or alleged or asserted violation) of any Law relating to zoning or land use, or Permits (including, without limitation, any existing approved site plan or plan of operation for the Owned Real Property) (“Zoning Regulations”), by any Selling Party relating to the use of the Owne...
Indemnification by the Selling Parties. Subject to the limitations set forth in this Section 8.5, from and after the Closing, each of the Selling Parties, jointly and severally, agrees to indemnify, defend and save the Buyer and its Affiliates, and each of their respective officers, directors, managers, employees, equityholders, attorneys and agents, (each, a “Buyer Indemnified Party”), harmless from and against, and to promptly pay to each Buyer Indemnified Party or reimburse each Buyer Indemnified Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, diminution in value, costs, expenses, interest, fines, penalties, damages or costs or expense of any and all investigations, Proceedings, judgments, settlements, Taxes and compromises (including reasonable fees and expenses of attorneys, accountants and other experts, but excluding lost profits and exemplary or special damages, unless such profits or damages are actually paid by any Buyer Indemnified Party in connection with a Third Party Claim) (individually and collectively, “Losses”) sustained or incurred by any such Buyer Indemnified Party relating to, resulting from, or otherwise arising out of any of the following:
(i) any breach or 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 Selling Parties;
(ii) any non-compliance with or breach by any Selling Party of any of the covenants or agreements contained in this Agreement or any of the Transaction Documents (other than the Services Agreements) to be performed by such Selling Party;
(iii) any Liability of any Seller or any assertion against a Buyer Indemnified Party to the extent resulting from, arising out of or relating to any of the Excluded Liabilities or Excluded Assets;
(iv) the ownership, operation or conduct of the Business or the Purchased Assets on or prior to the Effective Time;
(v) any services provided by any of the Selling Parties prior to the Effective Time, regardless of when such claim is made;
(vi) any current or former employees of the Sellers, including, but not limited to, accrued vacation pay, severance pay, accrued sick pay, uninsured COBRA benefits incurred by the Sellers with respect to the Business and other similar amounts and benefits, in each case incurred prior to the Effective Time;
(vii) any claim f...
Indemnification by the Selling Parties. From and after the Closing (but subject to the other provisions of Section 6.1, including, but not limited to, the Survival Period limitation), the Selling Parties shall indemnify the Purchaser against any Damages which are suffered by the Purchaser and which arise from:
(a) any inaccuracy in or breach of any representation or warranty set forth in Article II or Sections 5.7 or 5.10;
(b) any breach of any covenant of a Company Stockholder set forth in Section 5.6; or
(c) any inaccuracy in or breach of any representation or warranty set forth in Article III. The indemnification obligations of the Selling Parties set forth in this Section 6.2 shall be on a several (and not joint and several) basis with respect to items (a) and (b) above, and shall be on a joint and several basis with respect to item (c) above, in each case subject to the limitations on liability set forth in Section 6.4 below.
Indemnification by the Selling Parties. Each of the Selling Parties, jointly and severally, will indemnify and hold harmless the Purchaser Indemnitees from and against any and all Damages directly or indirectly incurred, paid or accrued in connection with or resulting from or and arising out of:
(a) the failure of any representation or warranty contained in Section 4 of this Agreement to be true and correct as of the Closing Date; provided, however, that no Selling Party shall have no obligation to indemnify Purchaser for a breach of a representation or warranty of which Purchaser had Knowledge as of the Closing Date; provided further, however, that Purchaser's Knowledge of any breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.6 4.17, 4.18 and 4.23 shall not excuse the Selling Parties' obligation to fully indemnify Purchaser for breach as provided in this Section 11;
Indemnification by the Selling Parties. Each of the Selling Parties agrees to indemnify Vistana and each of its affiliates and their respective officers, directors, trustees, employees, agents and representatives (the "Vistana Indemnified Parties") against, and agrees to hold each of them harmless from, any and all Losses (as hereinafter defined) incurred or suffered by them incident to, resulting from or in any way arising out of or in connection with any of the following (in each case so long as notice of a claim for indemnification is made in good faith within any applicable survival period):
(a) any breach of or any inaccuracy in any representation or warranty made by the Selling Parties in this Agreement or any Related Agreement or any document delivered at the Closing; or
(b) any breach of or failure by the Selling Parties to perform any covenant or obligation of the Selling Parties in this Agreement or any Related Agreement or any document delivered at the Closing. The obligations of the Selling Parties under this Section 9.2 shall be several and not joint (it being understood that a Selling Party shall have no liability in respect of breaches of representations, warranties, covenants or obligations which relate solely to (i) a Subject Entity or a Subject Subsidiary in which such Selling Party does not have a direct or indirect ownership interest and (ii) another Selling Party (and not to a Subject Entity or a Subject Subsidiary)).
Indemnification by the Selling Parties. The Selling Parties shall jointly and severally indemnify, hold harmless and defend Buyer, Buyer's Parent and their respective directors, officers, shareholders, employees, agents and successors and assigns, (collectively, all of the foregoing, the "Buyer indemnified parties" or, individually, a "Buyer indemnified party") from and against any and all "Damages" (as hereinafter defined) that arise from or are in connection with:
(a) Any breach of or inaccuracy in any of the representations or warranties of the Selling Parties contained in Section 4 of this Agreement or in any of the Disclosure Schedules or any certificates delivered hereunder by or on behalf of such person or entity relating to such representations or warranties;
(b) Any breach or default by the Selling Parties of their covenants or agreements contained in this Agreement; and
(c) The existence prior to the Closing Date of any toxic or hazardous substances or materials upon, about or beneath the Real Properties or migrating or threatening to migrate from any of the Real Properties or the violation of applicable environmental laws or regulations pertaining to the Real Properties, or any real properties at which the Seller previously conducted any operations and whether or not the existence of such toxic or hazardous substances or materials or the existence or occurrence of any such violations was disclosed to Buyer; unless the existence of such toxic or hazardous substances or materials arose or occurred or the violation of laws or regulations took place prior to inception.
Indemnification by the Selling Parties. Sellers' General Liabilities" shall mean all Losses (other than Environmental Losses subject to Section 10.6) resulting from, arising out of, or incurred by Buyer or its respective directors, officers and employees (each a "Buyer Indemnified Party") after the Effective Date in connection with (i) any breach of any of the representations or warranties made by the Selling Parties in this Agreement, (ii) any default by any Selling Party in respect of any of the covenants or agreements made by such Selling Party in this Agreement, (iii) any injuries to Persons, property or business by reason of defectiveness, improper design or manufacture or malfunction, or otherwise, of any product sold or services provided by any Selling Party, whether known or unknown, currently asserted or arising hereafter, if such claims are based upon or arise out of products sold or services performed on or prior to the Effective Date, or (iv) any attempt (whether or not successful) by any Person to cause or require a Buyer Indemnified Party to pay any Liability of, or claim against, any Selling Party of any kind in respect of the operation of the Business prior to the Effective Date, to the extent not otherwise specified in this Section 10.2, specifically assumed under this Agreement or subject to an indemnity by the Buyer under the terms of this Agreement. Subject to the provisions of Section 10.3 and to the further provisions of this Section 10, the Selling Parties shall, jointly and severally, indemnify all Buyer Indemnified Parties, and hold them harmless from, against and in respect of, any and all Sellers' General Liabilities.
Indemnification by the Selling Parties. Subject to the other provisions of this Article X, the Selling Parties shall, jointly and severally, indemnify and hold harmless and defend Purchaser and its Affiliates, including the Target Entities, and their respective stockholders, directors, officers, employees, representatives, agents, successors and assigns (collectively referred to herein as the “Purchaser Indemnified Parties” and individually as a “Purchaser Indemnified Party”) from and against any and all Losses suffered or incurred by the Purchaser Indemnified Parties after the Closing as a result of or arising out of:
(a) The falsity or incorrectness of or breach of any representation or warranty of the Selling Parties in this Agreement or in any certificate delivered at the Closing to Purchaser by a Selling Party pursuant to this Agreement (disregarding, in each case, for purposes of determining the amount of any Loss (but not for purposes of determining whether there has been a breach), any qualification on any such representation or warranty as to materiality or Company Material Adverse Effect);
(b) The failure by a Selling Party to perform any covenant or agreement of such Selling Party under this Agreement or under any certificate delivered at the Closing to Purchaser by a Selling Party pursuant to this Agreement;
(c) The failure by any Transferor (as defined in the Contribution Agreements) to perform any covenant or agreement of such Transferor required to be performed under the Contribution Agreements prior to, on or following the Closing Date and the failure by any Transferee (as defined in the Contribution Agreements) to perform any covenant or agreement of such Transferee required to be performed under the Contribution Agreements on or prior to the Closing Date;
(d) Any Specified Liability; or
(e) Any Excluded Tax.
Indemnification by the Selling Parties. The Selling Parties hereby jointly and severally agree to indemnify, defend and hold Buyer and its affiliates, directors, officers, employees, representatives, successors and assigns, harmless from and against any and all losses, liabilities, obligations, actions, suits, judgments, settlements, damages, costs and expenses, including but not limited to interest, penalties and actual attorneys' fees and expenses ("Losses") suffered by such parties and arising out of or due to:
A. A breach of any representation, warranty or covenant of the Selling Parties contained in this Agreement or other writing delivered pursuant hereto. B. Any liability or obligation of the Selling Parties not expressly assumed by Buyer pursuant to Section 1.2 of this Agreement, including, but not limited to, any liability or obligation of the Business.
Indemnification by the Selling Parties. 24 19.1 Generally...............................................24 19.2 Deductible..............................................25 19.3
