Common use of Indemnification Obligations of Purchaser Clause in Contracts

Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless the Stepxx Xxxreholders and their respective agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Stepxx Xxxemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Stepxx Xxxemnified Party that relate to the Purchaser or Stepxx xx the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; (b) any breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to Stepxx xx connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary Documents"); or (c) any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of Stepxx Xxxemnified Parties described in this Section 8.2 as to which Stepxx Xxxemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Stepxx Xxxses" and, together with Purchaser Losses, "Damages."

Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless the Stepxx Xxxreholders Sellers and each of their respective officers, directors, partners, employees, agents and representatives, representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Stepxx Xxxemnified Norfolk Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) the Assumed Obligations; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings Proceedings or investigations against any Stepxx Xxxemnified Norfolk Indemnified Party that relate to the Purchaser or Stepxx xx the Port Business to the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; (bc) any breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to Stepxx xx the Sellers in connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary Documents"); or (cd) any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of Stepxx Xxxemnified the Norfolk Indemnified Parties described in this Section 8.2 as to which Stepxx Xxxemnified the Norfolk Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Stepxx Xxxses" and, together with Purchaser Norfolk Losses, "Damages."

Indemnification Obligations of Purchaser. From and after Subject to the Closinglimitations set forth in this Article X, Purchaser shall agrees to indemnify and hold harmless the Stepxx Xxxreholders Seller and its Affiliates and their respective agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, all such Persons being collectively referred to as the "Stepxx Xxxemnified PartiesSeller Group") from, against against, for and in respect of any and all claimsLosses asserted against, liabilitiesrelating to, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising imposed upon or incurred by Seller and/or any other member of Seller Group by reason of, resulting from, based upon or arising out of any of the following: the breach of any representation or warranty of Purchaser contained in Article IV above; the breach or nonperformance of any covenant or agreement of Purchaser contained in this Agreement; all Liabilities and obligations of Purchaser of any kind or nature whatsoever (including, without limitation, amounts paid in settlementobligations and Liabilities accruing under the Assumed Contracts after the Closing Date and the Assumed Liabilities and any Liability relating to the Assets with respect to any period from and after the Closing Date), costs of investigation whether accrued, absolute, fixed, contingent, known or unknown, except for (i) the Excluded Liabilities and reasonable attorneys' fees and expenses) arising out of or relating to: (aii) any Liability arising from a breach by Seller of any representation, warranty or covenant hereunder; fraud by Purchaser or any of its Affiliates in connection with this Agreement and/or the transactions contemplated hereby; and the transfer of the third party data content described in Schedule 3.6(h)(iii); and all claims, actions, suits, claimsproceedings, or legaldemands, administrativeassessments, arbitrationjudgments, governmental or other proceedings or investigations against costs and expenses incident to any Stepxx Xxxemnified Party that relate to the Purchaser or Stepxx xx the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; (b) any breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to Stepxx xx connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary Documents"); or (c) any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of Stepxx Xxxemnified Parties described in this Section 8.2 as to which Stepxx Xxxemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Stepxx Xxxses" and, together with Purchaser Losses, "Damagesforegoing."

Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless the Stepxx Xxxreholders Seller and their respective its officers, directors, employees, agents and representatives, representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Stepxx Xxxemnified Seller Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) the Assumed Obligations; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings Proceedings or investigations against any Stepxx Xxxemnified Seller Indemnified Party that relate to the Purchaser or Stepxx xx the Business to the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; (bc) any breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to Stepxx xx the Seller in connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary Documents"); or (cd) any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of Stepxx Xxxemnified the Seller Indemnified Parties described in this Section 8.2 as to which Stepxx Xxxemnified the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Stepxx Xxxses" and, together with Purchaser Seller Losses, "Damages."