Indemnification for Benefit of Seller. Except as set forth below, Purchaser shall indemnify Seller, its Affiliates, shareholders, directors and employees (collectively, "Seller Parties") and hold them harmless against any Losses which any such Seller Party may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Purchaser under this Agreement or any of the Schedules attached hereto, or in any of the certificates furnished pursuant to this Agreement, (ii) any nonfulfillment or breach of any term, covenant, condition or agreement by Purchaser under this Agreement or any of the Schedules attached hereto, (iii) post-closing liquor license violations by Purchaser, or (iv) the nonpayment or breach by Purchaser of any Assumed Liability. Purchaser shall not have any liability for indemnification pursuant to Section 7.2(b)(i) until and then only to the extent the aggregate amount of all Losses arising through Section 7.2(b)(i) and incurred by Seller for which indemnification may be sought exceeds Fifty Thousand Dollars ($50,000) (the "Purchaser Basket Amount"). With respect to any breach by Purchaser of any representation or warranty, any qualifications or exceptions relating to materiality shall be disregarded (i.e., Material Adverse Effect shall be replaced with adverse effect) for purposes of determining whether, and the extent and the amount to which, Seller Parties shall be entitled to indemnification hereunder with respect to such representations and warranties. In furtherance of the foregoing, and for the avoidance of doubt, the calculation of Purchaser Basket Amount set forth in this Section 7.2(b) shall include any Losses incurred by Seller Parties for which Seller Parties would have been entitled to claim indemnification under this Article VII with respect to a breach of a representation or warranty but for such claim being excluded as a result of such representation or warranty being qualified by materiality or Material Adverse Effect.
Indemnification for Benefit of Seller. Buyer shall fully indemnify Seller and Seller’s officers, directors, heirs, employees, agents, representatives, successors and assigns, and each of its and their respective officers, directors, heirs, employees, agents, representatives, successors and assigns (collectively “Seller Indemnitees”) and hold them harmless against any Losses which any Seller Indemnitee may suffer, sustain, have alleged against, or become subject to, as the result of, in connection with, relating or incidental to, by virtue of, arising out of, or from (i) any breach of any representation or warranty of Buyer in or under this Agreement, any Related Agreement, or any of the Schedules attached hereto or thereto, or in any of the certificates or other instruments or documents furnished to Seller by Buyer pursuant to this Agreement, or (ii) any nonfulfillment or breach of any covenant, obligation or agreement by Buyer under or in this Agreement, any Related Agreement, or any of the Schedules attached hereto or thereto (the items in (i) and (ii) are individually and collectively referred to herein as a “Seller Indemnitee Claim”).
Indemnification for Benefit of Seller. Buyer shall indemnify Seller and hold them harmless against any Losses which Seller may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Buyer under this Agreement or any of the Schedules attached hereto, or in any of the certificates or other instruments or documents furnished to Seller by Buyer pursuant to this Agreement, (ii) any nonfulfillment or breach of any covenant or agreement by Buyer under this Agreement or any of the Schedules attached hereto, (iii) any liability or obligation that is an Assumed Obligation or that arises under an Assumed Contract, or (iv) the operation of the Business after the Closing to the extent such operation of the Business after the Closing is not related to a breach by Seller of its obligations under the Transition Services Agreement.
Indemnification for Benefit of Seller. From and after the Closing, Buyer shall indemnify, defend, and hold harmless Seller from, against, and with respect to any Loss arising out of or in connection with any of the following:
Indemnification for Benefit of Seller. Buyer shall indemnify Seller and his affiliates, employees, agents, representatives, successors and permitted assigns (collectively, the “Seller Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Seller Parties as and when incurred for any Losses which any Seller Party may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Buyer under this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished to Seller by Buyer pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by Buyer under this Agreement or any of the Schedules and Exhibits attached hereto; or (iii) any action, demand, proceeding, investigation or claim by any third party (including any Governmental Entity) against or affecting Seller which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties or covenants of Buyer.
Indemnification for Benefit of Seller. Subject to the provisions of this Section 9, from and after the Closing, Purchaser shall indemnify and hold Seller and its directors (or Persons in similar positions), officers, employees, Affiliates, successors and assigns (collectively, the “Seller Indemnified Parties” and, together with Purchaser Indemnified Parties, the “Indemnified Parties”) harmless from and against any Damages suffered or incurred by or made against any one or more of them and that arise or result from
Indemnification for Benefit of Seller. The Purchaser, the Company and each of its Subsidiaries shall indemnify and hold harmless the Seller Indemnitees from and against any Taxes of the Company or any of its Subsidiaries (a) for any Post-Closing Tax Period or, to the extent that the responsibility for such Taxes is allocable to Purchaser under Section 6.7.1.3, for any Straddle Period, and (b) arising from any action taken by Purchaser, the Company or any of its Subsidiaries on the Closing Date after Closing that is not in the ordinary course of business.
Indemnification for Benefit of Seller. Buyer shall indemnify Seller and its affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the "SELLER PARTIES") and hold them harmless against any Losses which any such Seller Party suffers, sustains or becomes subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Buyer under this Agreement (ii) any nonfulfillment or breach of any covenant or agreement by Buyer under this Agreement or (iii) any liability which is an Assumed Liability. All indemnification payments under this Section 5.2(b) shall be deemed adjustments to the Purchase Price set forth in Section 1.3 above.
Indemnification for Benefit of Seller. Purchaser shall indemnify -------------------------------------- Seller and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the "Seller ------ Parties") and hold them harmless against any Losses which the Seller Parties may -------- suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of:
Indemnification for Benefit of Seller. From and after the Closing Date and subject to the other terms and conditions of this ARTICLE VII, Buyer shall indemnify Seller, each of its Affiliates and their respective successors and assigns (the “Seller Indemnified Parties”) against, and shall hold the Seller Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnified Parties based upon, arising out of, with respect to or by reason of:
