Indemnification by Transferor. Subject to the limitations set forth in Sections 7.01 and 7.04, Transferor shall indemnify and hold harmless Acquirer and its officers, directors, employees, agents, permitted assigns, Affiliates and successors thereof from, against, for and in respect of:
(a) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances (collectively, "LOSSES") suffered, sustained, incurred or required to be paid by Acquirer and arising from the breach of any written representation, warranty, agreement or covenant of Transferor or the Company contained in this Agreement, except to the extent that the same result in a reduction in the Purchase Price pursuant to Section 2.02;
(b) all customary costs and expenses (including, without limitation, customary attorneys' fees, interest and penalties) incurred by Acquirer in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 7.02;
(c) any Losses arising from any cleanup or other remediation of or arising from any cleanup, removal, containment or other remediation (collectively, "CLEANUP") required by applicable law or regulation of, or any other damage arising from, any Hazardous Substance, Cleanup or breach of Environmental Law; and
(d) any Losses arising from or in connection with the maintenance by Transferor, the Company or any affiliate of Transferor of any employee benefit plan (as defined in Section 3(3) of ERISA), or by reason of the Company's contractual arrangement with the Administaff Companies, Inc. (the "CLIENT SERVICE AGREEMENT"), including, without limitation, any liability to the Pension Benefit Guaranty Corporation, the IRS, a Multiemployer Plan or
Indemnification by Transferor. Transferor hereby indemnifies and holds Transferee harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any time be incurred by Transferee, whether before or after Closing, as a result of any breach by Transferor of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by Transferor pursuant hereto, for a period of one (1) year following the Closing. The provisions of this section shall survive termination of this Agreement by Transferee or Transferor.
Indemnification by Transferor. In the event that the Company or any member of the Board becomes involved in any capacity in any action, proceeding, or investigation brought by or against any Person (including any Shareholder) in connection with any Transfer by a Shareholder of a Shareholder’s interest in the Company or the admission into the Company as a Shareholder of any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient (each, an “Assignee”) of such transferring Shareholder’s interest in the Company, the Shareholder who has transferred all or any portion of its interest in the Company will periodically reimburse each of the Company and the members of the Board for each of their legal and other expenses (including the cost of any investigation and preparation) incurred in connection with such action, proceeding or investigation. To the fullest extent permitted by law, the transferring Shareholder also will indemnify the Company and the members of the Board for any losses, claims, damages, or liabilities to which any of them may become subject in connection with such Transfer. The reimbursement and indemnity obligations of the transferring Shareholder under this Section 3.01(j) shall be in addition to any liability that the transferring Shareholder may otherwise have, shall extend upon the same terms and conditions to the partners, employees, stockholders, members, managers, and controlling Persons of the Company, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the members of the Board and any such Persons. The obligations of a transferor under the foregoing provisions shall survive the Transfer of its interest or any termination of this Agreement.
Indemnification by Transferor. From and after the Closing, Transferor shall indemnify, defend and hold Transferee, its Affiliates, and their respective directors, officers, representatives, employees and agents harmless from and against any and all Liabilities that may be incurred by Transferee resulting or arising from, related to or incurred in connection with: (i) the failure of Transferor to assume, pay, perform and discharge the Retained Liabilities and (ii) any breach of any representation, warranty, covenant, obligation or agreement of Transferor contained herein or in any other Transaction Document.
Indemnification by Transferor. Transferor shall defend, indemnify and hold New Manager and New Manager’s shareholders, members, officers, directors, employees, representatives and agents and their respective representatives, heirs and assigns (the “New Manager Indemnified Parties”) harmless from and against any claim, action, suit, proceeding, investigation, liability, damage, loss, cost or expense (including reasonable attorneys’ fee and reasonable disbursements of counsel and actual costs and whether or not involving a third party claim) (collectively, a “Loss”) resulting from (i) any inaccuracy or breach of any representation, warranty, covenant, agreement or obligation on the part of Transferor contained in this Agreement or in any of the agreements, certificates or other instruments attached hereto; (ii) the occupancy, management or operation of the Facility prior to the Effective Time; and (iii) any Excluded Liabilities.
Indemnification by Transferor. In the event that the Company, the Managing Member, or the Manager becomes involved in any capacity in any action, proceeding, or investigation brought by or against any Person (including any Member) in connection with any Transfer by a Member of a Member’s interest in the Company or the admission into the Company as a Member of any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient (each, an “Assignee”) of such transferring Member’s interest in the Company (any such Assignee, when so admitted, being hereinafter called a “Substituted Member”), the Member who has transferred all or any portion of its interest in the Company will periodically reimburse each of the Company, the Managing Member, or the Manager for each of their legal and other expenses (including the cost of any investigation and preparation) incurred in connection with such action, proceeding or investigation. To the fullest extent permitted by law, the transferring Member also will indemnify the Company, the Managing Member, and the Manager for any losses, claims, damages, or liabilities to which either of them may become subject in connection with such Transfer. The reimbursement and indemnity obligations of the transferring Member under this Section 8.3 shall be in addition to any liability that the transferring Member may otherwise have, shall extend upon the same terms and conditions to the Members, employees, stockholders, members, managers and controlling Persons of the Manager and the Managing Member, and shall be binding upon and inure to the benefit of any Successors, assigns, heirs, and personal representatives of the Company, the Managing Member, the Manager, and any such Persons. The obligations of a transferor under the foregoing provisions shall survive the Transfer of its interest or any termination of this Agreement.
Indemnification by Transferor. If the Partnership or General Partner becomes involved in any capacity in any action, proceeding or investigation in connection with any Transfer by a Limited Partner, or the admission into the Partnership of such transferring Limited Partner’s transferee or assignee (any such transferee or assignee, when so admitted, being called a "Substituted Limited Xxxxxx”), the transferring Limited Partner shall periodically reimburse each of the Partnership and the General Partner, on demand, for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. The transferring Limited Partner shall also indemnify the Partnership and the General Partner, to the fullest extent permitted under applicable law, against any losses, claims, damages or liabilities to which they may become subject in connection with such Transfer. The reimbursement and indemnity obligations of the transferring Limited Partner under this Section 1102 shall be in addition to any liability which the transferring Limited Partner may otherwise have, shall extend upon the same terms and conditions to the officers, directors, employees and controlling Persons (if any) of the General Partnerand shall be binding on and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership, the General Partner and any such Persons. The foregoing provisions shall survive any termination o f this Agreement.
Indemnification by Transferor. An Interest Holder shall indemnify the Company and the remaining Members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly from any Transfer or purported Transfer in violation of this Article X.
Indemnification by Transferor. If the Company or any Manager becomes involved in any capacity in any Proceeding (including any Proceeding relating to the failure to withhold all applicable amounts for tax purposes) brought by or against any Person in connection with any Transfer or proposed Transfer by a Member of its Units or the admission as a Member of the corresponding transferee, the Transferring Member shall be liable for reimbursing the Company and such Manager for all legal and other expenses (including the cost of any investigation and preparation) incurred by them in connection therewith, and to the fullest extent permitted by law shall indemnify each of them against all Damages to which any of them may become subject in connection with such Transfer or proposed Transfer. In the case of a Transfer that is consummated, the transferor and its transferee shall be jointly and severally liable for the payment of all such expenses and for such indemnification. The foregoing provisions shall survive any termination of this Agreement.
Indemnification by Transferor. Transferor hereby agrees to indemnify, defend, save and hold Transferee and its Affiliates and their respective directors, officers, employees, representatives and agents and each of the successors and assigns of any of the foregoing (the "Transferee Group") harmless from and against any and all damage, liability, loss, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, attorneys' fees and other costs and expenses incident to any Proceeding) (together, "losses") incurred or sustained by any member of the Transferee Group which shall arise out of or result from (1) any breach or inaccuracy of any representation or warranty set forth in Sections 2(c), 2(g) and 2(u), and (2) the nonfulfillment or breach of any agreement, obligation or covenant of Transferor contained herein, in each case after offset by any related insurance proceeds directly related to the matter for which indemnification is claimed (net of increased insurance premiums and charges related directly to such losses) to which any member of the Transferee Group is entitled under its insurance policies (it being understood that no member of the Transferee Group has any obligation hereunder to carry insurance coverage for any particular or general group of risks), or other third party recovery received by any member of the Transferee Group related to the matter for which indemnification is claimed (it being understood that no member of the Transferee Group has any obligation hereunder to institute a Proceeding or take any other action detrimental to any member of Transferee Group to seek such recovery).
