Indemnification by Transferors. For a period of twelve (12) months after the Closing and subject to the other terms and conditions of this Article XI, each of the Transferors, severally and not jointly, shall indemnify and defend each of ParentCo and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Transferors. (a) Subject to Section 10.1(c), each Transferor hereby agrees, jointly and severally, to indemnify, defend and hold harmless Transferee and its officers, managers, agents and affiliates (“Transferee Indemnified Parties”), from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred by any such party by reason of or arising out of any of the following:
Indemnification by Transferors. The Transferors shall indemnify, defend and hold harmless Transferee and Xxxxxx, and in each case their respective affiliates, directors, officers, employees, agents and representatives, from and against and in respect of any and all damages, including, but not limited to, costs of investigation, attorney fees, judgments and costs, suffered or incurred by any of them resulting from, arising out of, based on or relating to (i) the breach of any representation or warranty made by the Transferors contained in this Agreement, (ii) the breach of any covenant or agreement by Transferors contained in this Agreement, or (iii) any Claims existing prior to the transfer of the Assets to Transferee, whether pursued by the Transferors, creditors, parties in interest, Customer Account holders or beneficiaries, or any other third party.
Indemnification by Transferors. Transferors, jointly and severally shall indemnify, defend, save and hold Transferees and their officers, directors, employees, agents and Affiliates (collectively, "Transferee Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing) and whether or not any such demands, claims, allegations, etc., of third parties are meritorious (collectively, "Transferee Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Transferee Indemnitees, directly or indirectly, in connection with, arising out of, that could result in, or which would not have occurred but for (i) a breach of any representation or warranty made by any Transferor in this Agreement, in any certificate or document furnished pursuant hereto by Transferors or any Other Agreement to which any Transferor is or is to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by any Transferor in or pursuant to this Agreement and in any Other Agreement to which any Transferor is or is to become a party, and (iii) any Retained Liability.
Indemnification by Transferors. Transferors, jointly and severally, hereby agree to defend, indemnify and hold harmless GBDC, its affiliates and their respective partners, employees, officers, directors, members, managers, agents, successors and assigns, from and against any and all losses, damages, claims, suits, proceedings, liabilities, costs, fees and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result of, relating to or arising out of (i) any inaccuracy in or material breach of any representation or warranty of Transferors contained in this Agreement, (ii) any failure by any Transferor to perform any covenant, agreement or obligation of Transferors contained in this Agreement (unless specifically waived in writing by GBDC), (iii) any claim by any Person with whom or which any Transferor has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Agreement, and (iv) any and all actions, suits, litigations, arbitrations, proceedings, investigations, claims or liabilities arising out of any of the foregoing.
Indemnification by Transferors. Transferors will indemnify and hold Acquirer harmless against and in respect of:
Indemnification by Transferors. Subject to the other terms and conditions of this ARTICLE VII, including the joint and several obligations set forth in Article III herein, each of the Transferors shall indemnify and defend each of Transferee and its Affiliates and their respective Representatives (collectively, the “Transferee Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Transferee Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Transferors. 41 10.2 Exclusive Remedy........................................ 42 10.3 Indemnification by New World............................ 42 10.4 Calculation of Losses................................... 43 10.5
Indemnification by Transferors. Transferors shall indemnify New World, its affiliates and each of their respective officers, directors, employees and agents and hold them harmless from any loss, liability, damage or expense (including reasonable legal fees and expenses) ("Losses") suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Transferors contained in this Agreement, (ii) any breach of any covenant of Transferors contained in this Agreement or the Transitional Services Agreement and (iii) any Excluded Liability or any obligation or liability of Transferors that is not an Assumed Liability; provided, however, that Transferors (A) shall not have any liability under clause (i) above unless the aggregate of all Losses relating thereto for which Transferors would, but for this proviso, be liable exceeds $5,000,000 on a cumulative basis, and then only to the extent of any such excess, (B) Transferors shall not have any liability under clause (i) above for any individual item or series of related items where the Loss relating to such item is less than $50,000, and such items and the alleged Loss relating thereto shall not be aggregated for purposes of the first proviso to this Section 10.1, and (C) Transferor's aggregate liability under clause (i) of this Section 10.1 shall in no event exceed 20% of the Final Transaction Consideration; provided further, however, that any claim for indemnification under clause (i) of this Section 10.1 is made in writing prior to the termination of the survival period for the particular representation or warranty.
Indemnification by Transferors. Subject to Sections 8.05, 8.06(c), 14.03 and 14.06(c), from and after the Closing, Transferors, jointly and severally, shall indemnify, defend and hold harmless, Transferees and their respective shareholders, directors, officers, members, partners, employees, representatives and agents and their respective successors and assigns (collectively, the "Indemnified Transferee Persons") from and against any Losses incurred or suffered by any Indemnified Transferee Person that results from, relates to or arises out of: (a) the breach or inaccuracy of any representation or warranty made by Transferors in this Agreement or any document delivered by Transferors at the Closing (other than the Redemption Rights Agreement and the Partnership Agreement Amendment but including any Transferors' Estoppel Letter); (b) the breach or non-fulfillment by Transferors of any of the covenants or agreements of Transferors under this Agreement or any document delivered by Transferors at the Closing (other than the Redemption Rights Agreement and the Partnership Amendment Agreement but including any Transferors' Estoppel Letter); (c) claims made by any Tenant or Anchor under the Leases, any Adjoining Owner under the Operating Agreements or by any party under the Other Agreements that relate to any actions or events first occurring, or obligations first accruing, prior to the Closing Date; provided, however, that Transferors' obligations under this clause (c) shall not apply to any claims which (i) allege or are based on the failure of the Joint Venture to keep the Mall, the fixtures, systems and facilities contained in the Mall or the common areas related to the Mall in good repair or to make required repairs or improvements thereto, (ii) are based on any matter which is identified in this Agreement (including the Schedules and Exhibits hereto) as an exception or qualification to any representation or warranty of Transferors set forth herein, or in any Transferors' Estoppel Letter or any estoppel letter or certificate delivered pursuant to this Agreement by any Tenant, Anchor or other occupant under a Lease or any Adjoining Owner under an Operating Agreement (provided that Transferors' obligations under this clause (c) shall apply to monetary and financial claims raised by any Tenant, Anchor or Adjoining Owner in an estoppel letter delivered to the Joint Venture prior to the Closing Date pursuant to this Agreement), (iii) are based on any matter constituting a breach of such represen...
