Common use of Indemnification Obligations of Seller Clause in Contracts

Indemnification Obligations of Seller. Seller and MGT Parent agree to indemnify, defend and hold harmless Viggle, DDGG and their respective shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “DDGG Indemnitees”) from and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense of any nature whatsoever (including, without limitation, any interest, penalties, investigation expenses and fees through trial and appeals, and disbursements of counsel and accountants (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation or warranty of Seller or MGT Parent which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller or MGT Parent contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or thereto; (iii) any claims by Transferred Employees for compensation or benefits or other matters under an Employee Plan accrued prior to the Closing Date and any claims of any nature whatsoever (whether accruing before or after Closing) by any Employee who is not hired by the Purchaser; (iv) any failure to comply with any “bulk sales,” “bulk transfer” or similar laws of any State, if applicable; (v) any and all obligations and liabilities that do not form part of the Assumed Liabilities; and (vi) any and all costs and expenses (including reasonable legal and accounting fees) incident to the enforcement of the indemnification rights of the DDGG Indemnitees under this Section 8.2.

Indemnification Obligations of Seller. Subject to the limitations set forth in this Article IX, Seller and MGT Parent agree to indemnify, shall defend and hold harmless ViggleBuyer and its Affiliates, DDGG and each of their respective shareholders, officers, directors, managersemployees, representativesagents and representatives and each of the heirs, agentsexecutors, employees successors and Affiliates assigns of any of the foregoing (collectively, the “DDGG Indemnitees”"Buyer Indemnified Parties") from from, against and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense in respect of any nature whatsoever and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, any interestamounts paid in settlement, penalties, costs of investigation expenses and reasonable attorneys' fees through trial and appeals, and disbursements of counsel and accountants (collectively, “Losses”expenses) arising out of, based upon of or resulting fromrelating to: (i) the breach of any representation or warranty of Seller or MGT Parent which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or theretoIndemnified Claims (as hereinafter defined); (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller or MGT Parent contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or theretoOrlando North VOH Plume (as hereinafter defined); (iii) the Environmental Claims (excluding the Orlando North VOH Plume) and any claims other claim or enforcement action of any governmental authority or any third party (other than the Orlando North VOH Plume) and any remediation activities of Buyer, in each case to the extent arising out of the generation, discharge, release, treatment, transportation, storage or disposal by Transferred Employees for compensation or benefits or other matters under an Employee Plan accrued the Company of any Hazardous Materials at any time prior to the Closing Date and any claims of any nature whatsoever (whether accruing before or after Closingcollectively, "Environmental Liabilities") by any Employee who is to the extent not hired by the Purchaser; constituting a Prior Operations Liability (as defined below), (iv) any failure Environmental Liability arising with respect to comply with any “bulk sales,” “bulk transfer” real property that was previously owned or similar laws leased by the Company but is no longer owned or leased by the Company as of any State, if applicablethe Closing Date (a "Prior Operations Liability"); and (v) any and all obligations and liabilities that do not form part accounts receivable of the Assumed LiabilitiesCompany reflected in the Closing Date Working Capital that Buyer is unable to collect within 90 days following the Closing Date; and provided, (viA) any and all costs and expenses Buyer has used its reasonable best efforts to collect such receivable, (including reasonable legal and accounting feesB) incident to in the enforcement of the indemnification rights of the DDGG Indemnitees event Buyer seeks indemnity under this Section 8.29.1(iv), Buyer shall assign such receivable and all proceeds thereof to Seller and (C) the indemnification to which Buyer is entitled will be limited to the face amount of any uncollected receivables. For purposes of this Agreement, the "Indemnified Claims" shall mean those Litigation Claims marked with an asterisk on Schedule 3.12 and any claim of the type described below brought against the Company (or Buyer as the successor to the Company) after the date hereof to the extent based on an occurrence in connection with the Company's operations prior to the Closing Date: workers' compensation, vehicle accident or other personal injury or property damage claims normally covered under a general liability insurance policy and employee compensation and benefits (other than employee compensation and benefits accrued as a liability on the Final Closing Balance Sheet and reflected in the calculation of the Closing Date Working Capital). The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Buyer Indemnified Parties described in this Section 9.1 as to which the Buyer Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Buyer Losses." Section 9.2

Indemnification Obligations of Seller. Subject to the limitations set forth in this Article IX, Seller and MGT Parent agree to indemnify, shall defend and hold harmless ViggleBuyer and its Affiliates, DDGG and each of their respective shareholders, officers, directors, managersemployees, representativesagents and representatives and each of the heirs, agentsexecutors, employees successors and Affiliates assigns of any of the foregoing (collectively, the “DDGG Indemnitees”"Buyer Indemnified Parties") from from, against and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense in respect of any nature whatsoever and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, any interestamounts paid in settlement, penalties, costs of investigation expenses and reasonable attorneys' fees through trial and appeals, and disbursements of counsel and accountants (collectively, “Losses”expenses) arising out of, based upon of or resulting fromrelating to: (i) the breach of any representation or warranty of Seller or MGT Parent which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or theretoIndemnified Claims (as hereinafter defined); (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller or MGT Parent contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or theretoOrlando North VOH Plume (as hereinafter defined); (iii) the Environmental Claims (excluding the Orlando North VOH Plume) and any claims other claim or enforcement action of any governmental authority or any third party (other than the Orlando North VOH Plume) and any remediation activities of Buyer, in each case to the extent arising out of the generation, discharge, release, treatment, transportation, storage or disposal by Transferred Employees for compensation or benefits or other matters under an Employee Plan accrued the Company of any Hazardous Materials at any time prior to the Closing Date and any claims of any nature whatsoever (whether accruing before or after Closingcollectively, "Environmental Liabilities") by any Employee who is to the extent not hired by the Purchaser; constituting a Prior Operations Liability (as defined below), (iv) any failure Environmental Liability arising with respect to comply with any “bulk sales,” “bulk transfer” real property that was previously owned or similar laws leased by the Company but is no longer owned or leased by the Company as of any State, if applicablethe Closing Date (a "Prior Operations Liability"); and (v) any and all obligations and liabilities that do not form part accounts receivable of the Assumed LiabilitiesCompany reflected in the Closing Date Working Capital that Buyer is unable to collect within 90 days following the Closing Date; and provided, (viA) any and all costs and expenses Buyer has used its reasonable best efforts to collect such receivable, (including reasonable legal and accounting feesB) incident to in the enforcement of the indemnification rights of the DDGG Indemnitees event Buyer seeks indemnity under this Section 8.29.1(iv), Buyer shall assign such receivable and all proceeds thereof to Seller and (C) the indemnification to which Buyer is entitled will be limited to the face amount of any uncollected receivables.

Indemnification Obligations of Seller. Seller and MGT Parent agree agrees to indemnify, defend and hold harmless Viggle, DDGG MGT and their respective its shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “DDGG MGT Indemnitees”) from and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense of any nature whatsoever (including, without limitation, any interest, penalties, investigation expenses and fees through trial and appeals, and disbursements of counsel and accountants accountants, but excluding incidental, consequential, special, or punitive and treble damages) (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation or warranty of Seller or MGT Parent which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller or MGT Parent contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or thereto; (iii) any claims by Transferred Employees for compensation or benefits or other matters under an Employee Plan accrued prior to the Closing Date and any claims of any nature whatsoever (whether accruing before or after Closing) by any Employee who is not hired by the Purchaser; (iv) any failure to comply with any “bulk sales,” “bulk transfer” or similar laws of any State, if applicable; and (v) any and all obligations and liabilities that do not form part of the Assumed Liabilities; and (vi) any and all costs and expenses (including reasonable legal and accounting fees) incident to the enforcement of the indemnification rights of the DDGG MGT Indemnitees under this Section 8.2.

Indemnification Obligations of Seller. Seller and MGT Parent agree agrees to indemnify, defend and hold harmless Viggle, DDGG RO and their respective its shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “DDGG RO Indemnitees”) from and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense of any nature whatsoever (including, without limitation, any interest, penalties, investigation expenses and fees through trial and appeals, and disbursements of counsel and accountants accountants, but excluding incidental, consequential, special, or punitive and treble damages) (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation or warranty of Seller or MGT Parent which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or thereto; (ii) any breach or failure to perform any of the covenants, agreements or undertakings of Seller or MGT Parent contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or thereto; (iii) any claims by Transferred Employees for compensation or benefits or other matters under an Employee Plan accrued prior to the Closing Date and any claims of any nature whatsoever (whether accruing before or after Closing) by any Employee who is not hired by the Purchaser; (iv) any failure to comply with any “bulk sales,” “bulk transfer” or similar laws of any State, if applicable; (v) any and all obligations and liabilities that do not form part of the Assumed Liabilities; and (vi) any and all costs and expenses (including reasonable legal and accounting fees) incident to the enforcement of the indemnification rights of the DDGG RO Indemnitees under this Section 8.2.