Indemnification from the Seller. The Seller agrees to and shall --------------------------------- indemnify, defend (with legal counsel reasonably acceptable to RCI), and hold RCI, Rick's and their officers, directors, shareholders, employees, agents, affiliates, and assigns harmless at all times after the date of this Agreement, from and against and in respect of, any liability, claim, deficiency, loss, damage, penalty or injury, and all reasonable costs and expenses (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by RCI or Rick's arising from (a) any misrepresentation by, or breach of any covenant or warranty of Seller contained in this Agreement, or any Exhibit, certificate, or other instrument furnished or to be furnished by Seller hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) which if true would be such a misrepresentation or breach; (b) any nonfulfillment of any agreement on the part of Seller under this Agreement, or from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to RCI or Rick's hereunder; and (c) any suit, action, proceeding, claim or investigation, pending or threatened against or affecting RCI or Rick's which arises from, which arose from, or which is based upon or pertaining to Seller's conduct or operation of the business of the Seller or Seller's ownership, possession or use of the Purchased Assets and employment of employees, and any other matter or state of facts relating to the transactions contemplated herein existing prior to Closing.
Indemnification from the Seller. The Seller hereby agrees ------------------------------- to and shall indemnify, defend (with legal counsel reasonably acceptable to Purchasers), and hold Purchasers, their affiliates, assigns, agents and legal counsel and successors ( the "Purchaser Group") harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by any of the Purchaser Group arising from (a) any misrepresentation by, or breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder, (b) any nonfulfillment of any agreement on the part of the Seller under this Agreement, or (c) from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to Purchasers hereunder.
Indemnification from the Seller. Seller hereby agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to Purchaser), and hold Purchaser, its officers, directors, shareholders, employees, affiliates, parent, agents, legal counsel, successors and assigns (collectively, the “Purchaser Group”) harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of the Purchaser Group arising from: (a) any misrepresentation by, or breach of any covenant or warranty of the Seller or the Company contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller or the Company hereunder; (b) any nonfulfillment of any agreement on the part of the Seller under this Agreement; or (c) any suit, action, proceeding, claim or investigation against Purchaser Group which arises from or which is based upon or pertaining to the Seller’s or the Company’s conduct or the operation or liabilities of the business of the Company or the Assets prior to the Closing Date.
Indemnification from the Seller. The Seller hereby agrees to and will indemnify, defend (with legal counsel reasonably acceptable to Purchaser), and hold the Purchaser and its affiliates, and the respective officers, directors, employees, agents, legal counsel and successors and assigns of the foregoing (collectively, the “Purchaser Indemnitees”) harmless from and against any and all actions, suits, claims, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’, accountants’, other experts’ or advisors’ fees, and costs of any suit related thereto), whether arising from a direct (or first party) claim or a third-party claim, (collectively, “Losses”) actually suffered or incurred by any of the Purchaser Indemnitees arising from: (a) any breach of any representation or warranty of the Seller contained in this Agreement, or any schedule, exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder; (b) any breach or nonfulfillment of any covenant or agreement on the part of the Seller under this Agreement; and (c) any Excluded Liability (including any liability of the Seller that becomes a liability of the Purchaser under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law).
Indemnification from the Seller. (a) Subject to the limitations and qualifications set forth below, the Seller shall indemnify the Buyer Indemnified Parties against and hold them harmless from any Loss suffered or incurred by any such Buyer Indemnified Party to the extent arising from:
(i) the non-fulfillment by the Seller of any agreement or covenant of the Seller set forth in this Agreement or the Bill of Sale;
(ii) any inaccuracx xf any representation or warranty of the Seller set forth in this Agreement as of the Closing Date as though made as of such time, except to the extent such representations and warranties expressly refer to an earlier date; provided, however, that, if the Closing occurs (1) there shall be no liability under this Section 7.2 for any Loss pursuant to this clause (a) unless the aggregate of all such Losses, but for this proviso, exceeds on a cumulative basis an amount equal to $50,000, following which the Buyer Indemnified Parties shall be entitled to indemnification with respect to such Losses in excess of such amount, and (2) except as provided for in following sentence, the aggregate liability of the Seller under this Section 7.2 for any and all Losses (except for any Loss suffered as a result of the non-fulfillment by the Seller of its obligations under Section 9.11) shall not under any circumstances exceed $250,000 (the "Cap").
(b) Prior to the assertion of any claims for indemnification under this Section 7.2, the Buyer Indemnified Party shall utilize all reasonable efforts, consistent with normal practices and policies and good commercial practice (and which shall in any event include, without limitation, seeking recoveries under insurance policies), to mitigate such Losses. Recovery pursuant to this Section 7.2 shall in no event include any special, indirect, incidental or consequential damages whatsoever, including, but not limited to lost profits, damage to reputation, lost business opportunities, mental or emotional distress, interference with business operations or diminution of the value of the property. No current or former director, officer, employee or shareholder of the Seller shall have any liability to the Buyer Indemnified Parties under this Agreement or otherwise in connection with the transactions contemplated by this Agreement.
(c) The Buyer (i) acknowledges and agrees that, should the Closing occur and except for any claims arising under Section 9.11, its sole and exclusive remedy with respect to any and all claims relating to this Agreeme...
Indemnification from the Seller. (a) Without limitation of any other provision of this Agreement, the Seller agrees to defend, indemnify and hold the Buyer and is Affiliates and their respective direct and indirect partners, members, shareholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (parties receiving the benefit of the indemnification provisions herein shall be referred to collectively as "Indemnified Parties" and individually as an "Indemnified Party") harmless from and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities, and other costs and expenses (including without limitation interest, penalties and any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are incurred, and including any diminution in the value of the Shares) of any kind or nature whatsoever (collectively, "Liabilities") which may be sustained or suffered by any such indemnified Party, based upon, arising out of, by reason of or otherwise in respect of or in connection with (i) any inaccuracy in or breach of any representation or warranty made by the Seller in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, (ii) any breach of any covenant or agreement made by the Seller in this Agreement, in the Registration Rights Agreement, or in any other agreement, instrument or other document delivered pursuant to this Agreement or the Registration Rights Agreement, or (iii) any third party or governmental action relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by an Indemnified Party as Shareholder, director, agent, representative or controlling person of the Seller, including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted as the same may be incurred) arising or alleged to arise under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise...
Indemnification from the Seller. Subject to the limitations set forth in Section 9.13 (Survival of Representations and Warranties), Section 6.6 (Basket), Section 6.7 (Taxes), Section 6.8 (Cap), and Section 6.9 (Limitation to Amount Not Covered by Insurance and Subrogation of Indemnitor), Section 6.10 (Repayment of Excess Benefit), and Section 6.12 (Exclusivity), the Seller agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to Buyer), and hold JOY, NIII, and Buyer, his heirs, successors and assigns, including RCI Entertainment (3105 I-35) Inc, his intended assignee, and any of their officers, directors, and shareholders (collectively, the “Buyer Group”) harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys fees and costs of any suit related thereto) (collectively, “Indemnifiable Loss” or “Indemnifiable Losses”) suffered or incurred by any or all of the Buyer Group arising from or related to: (a) any material misrepresentation by, or material breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder; or (b) any nonfulfillment of any material agreement on the part of the Seller under this Agreement, or (c) any suit, action, proceeding, claim or investigation against any member of the Buyer’s Group which arises from or which is based upon or pertaining to the Seller’s conduct, or (d) one-half (1/2) of the costs hereafter incurred by any member of the Buyer Group in defending or settling any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury which have been, or may hereafter be asserted against any member of the Buyer Group by any third-party for acts or omissions occurring in connection with the operation of JOY or NIII prior to the Closing, or (e) one-half (1/2) of any expenses, debts, obligations or liabilities of JOY or NIII incurred prior to the Closing.
Indemnification from the Seller. The Seller agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to Buyer), and hold Buyer, its officers, directors, shareholders, employees, affiliates, parent, agents, legal counsel, successors and assigns (collectively, the “Buyer Group”) harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys fees and costs of any suit related thereto) (collectively, “Indemnifiable Loss” or “Indemnifiable Losses”) suffered or incurred by any or all of the Buyer Group arising from or related to: (a) any material misrepresentation by, or material breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder; or (b) any nonfulfillment of any material agreement on the part of the Seller under this Agreement.
Indemnification from the Seller. The Seller agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to Buyer), and hold Buyer, its officers, directors, shareholders, employees, agents, affiliates, and assigns harmless at all times after the date of this Agreement, from and against and in respect of, any liability, claim, deficiency, loss, damage, penalty or injury, and all reasonable costs and expenses (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by Buyer arising from (a) any misrepresentation by, or breach of any covenant or warranty of Seller contained in this Agreement, or any exhibit or schedule, certificate, or other instrument furnished or to be furnished by Seller hereunder, or any claim by a third party (regardless of whether the claimant is ultimately successful) that if true would be such a misrepresentation or breach; and (b) any nonfulfillment of any agreement on the part of Seller under this Agreement, or from any material misrepresentation in or material omission from, any certificate or other instrument furnished or to be furnished to Buyer hereunder.
Indemnification from the Seller. The Seller hereby agrees to and shall indemnify, defend (with legal counsel reasonably acceptable to Xxxxxxx), and hold Xxxxxxx, his affiliates, assigns, agents and legal counsel ( the "Xxxxxxx Group") harmless at all times after the date of this Agreement, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys' fees and costs of any suit related thereto) suffered or incurred by any of the Xxxxxxx Group arising from (a) any misrepresentation by, or breach of any covenant or warranty of the Seller contained in this Agreement, or any exhibit, certificate, or other instrument furnished or to be furnished by the Seller hereunder (b) any nonfulfillment of any agreement on the part of the Seller under this Agreement or (c) any liabilities of WPC incurred other than in the ordinary course of WPC's business consistent with past practices, which may have occurred subsequent to the Closing Date of the Agreement and Plan of Merger between and among Small Town Radio, Inc., Worldwide PetroMoly, Inc., Petro Merger, Inc., Xxxxxxx Xxxxxxx and certain individual shareholders of Small Town Radio, Inc. ( the "Merger Agreement") and at or prior to the Closing Date of this transaction.
