Common use of Indemnification Obligations of Seller Clause in Contracts

Indemnification Obligations of Seller. Subject to the provisions of Section 6.4, from and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, Buyer’s Affiliates, the Company, each of their respective Representatives and each of the successors and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Damages incurred by Buyer Indemnified Parties arising directly or indirectly out of or relating to any of the following, regardless of whether the claim arises under contract, breach of warranty, tort or other legal theory: (a) any breach or inaccuracy of any representation or warranty made by Seller contained in this Agreement or in any other Transaction Document as of the Closing; (b) any breach of any covenant, agreement or undertaking made by Seller in this Agreement or in any other Transaction Document; (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments that remain unpaid after the Closing and which are based upon any agreement or understanding alleged to have been made by such Person (or any Person acting on its behalf) with the Company or Seller in connection with the Contemplated Transactions; (d) any claim by a Person (other than a stockholder listed on Schedule 3.9) that such Person owns or has any rights in or to any Equity Interest in the Company; and (e) any Taxes of the Company allocable to any period occurring on or before the Closing Date.

Indemnification Obligations of Seller. Subject to the provisions of limitations contained in Section 6.49.2, from and after the Closing, Seller shall indemnifyindemnify Acquiror, defend the Company Group and hold harmless Buyer, Buyer’s their respective Affiliates, the Companyofficers, each of their respective Representatives and each of the directors, employees, agents, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Acquiror Indemnified PartiesPersons”) from, against and in respect of any and all Damages incurred by Buyer Losses that any Acquiror Indemnified Parties arising directly Person suffers or indirectly out incurs as a result of or relating to any of the following, regardless of whether the claim arises under contract, breach of warranty, tort or other legal theoryrelated to: (ai) any breach or inaccuracy of any representation or warranty made by of any member of the Company Group or Seller contained in under this Agreement or in any other Transaction Document as certificate delivered by any member of the Company Group or Seller pursuant to this Agreement; (ii) any breach of any covenant by any member of the Company Group under this Agreement prior to the Closing; (biii) any breach of any covenant, agreement or undertaking made covenant by Seller in under this Agreement or in any other Transaction DocumentAgreement; (civ) any claim by any Person for brokerage or finder’s fees or commissions or similar payments that remain unpaid after the Pre-Closing and which are based upon any agreement or understanding alleged to have been made by such Person (or any Person acting on its behalf) with the Company or Seller in connection with the Contemplated TransactionsTaxes; (dv) the Restructuring, including any Losses suffered or incurred as a result of or relating to any Contract or transaction that is the subject of the Restructuring or the ownership or operation of any of the assets or properties that are the subject of the Restructuring; (vi) any claim by a Person (other than a stockholder listed on Schedule 3.9) that such Person owns Closing Date Transaction Expenses or has any rights Closing Date Indebtedness to the extent not otherwise paid prior to the Closing or reflected in or adjustments pursuant to any Equity Interest in the CompanySection 2.4; andor (evii) any Taxes of the Company allocable to any period occurring on or before the Closing DateXxxxxxxxx Case.

Indemnification Obligations of Seller. Subject to the provisions of Section 6.4, from and after the Closinglimitations set forth in this Article X, Seller shall indemnify, defend agrees to indemnify and hold harmless Buyer, Buyer’s Affiliates, the Company, each of Purchaser and its Affiliates and their respective Representatives and each of the successors and assigns of any of (all such Persons being collectively referred to as the foregoing (collectively, the “Buyer Indemnified Parties”"Purchaser Group") from, against against, for and in respect of any and all Damages Losses asserted against, relating to, imposed upon or incurred by Buyer Indemnified Parties Purchaser and/or any other member of Purchaser Group by reason of, resulting from, based upon or arising directly or indirectly out of or relating to any of the following, regardless of whether : the claim arises under contract, breach of warranty, tort or other legal theory: (a) any breach or inaccuracy of any representation or warranty made by of Seller contained in Article III above; the breach or nonperformance of any covenant or agreement of Seller contained in this Agreement or in any other Transaction Document as Agreement; all Liabilities and obligations of the Closing; (b) any breach Seller of any covenantkind or nature whatsoever (including, agreement without limitation, Excluded Liabilities and any Liability relating to the Assets or undertaking made by Seller in this Agreement Business with respect to any period prior to the Closing Date), whether accrued, absolute, fixed, contingent, known or in any other Transaction Document; unknown, except for (ci) any claim by any Person for brokerage or finder’s fees or commissions or similar payments that remain unpaid obligations and Liabilities accruing under the Assumed Contracts after the Closing and which are based upon any agreement Date or understanding alleged to have been made (ii) the Assumed Liabilities; fraud by such Person (Seller or any Person acting on of its behalf) with the Company or Seller Affiliates in connection with this Agreement and/or the Contemplated Transactions; (d) any claim by a Person (other than a stockholder listed on Schedule 3.9) that such Person owns or has any rights in or transactions contemplated hereby; and all claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any Equity Interest in the Company; and (e) any Taxes of the Company allocable to any period occurring on or before the Closing Dateforegoing.

Indemnification Obligations of Seller. Subject to the provisions of Section 6.4, from From and after the ClosingClosing for eighteen (18) months with respect to matters identified in (a) below and forever with respect to matters identified in (b), (c) and (d) below, Seller shall defend, indemnify, defend save and hold keep harmless BuyerPurchaser and its officers, Buyer’s Affiliatesdirectors, the Companyshareholders, each of their respective Representatives and each of the lenders, successors and permitted assigns of against and from all Damages (as herein defined) sustained or incurred by any of the foregoing (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Damages incurred by Buyer Indemnified Parties them resulting from or arising directly or indirectly out of or relating to any of the following, regardless of whether the claim arises under contract, breach of warranty, tort or other legal theoryby virtue of: (a) any inaccuracy in or breach or inaccuracy of any representation or and warranty made by Seller contained in this Agreement or in any other Transaction Document as of the ClosingAgreement; (b) any breach of any covenant, agreement or undertaking made by Seller in of, or failure by Seller to comply with, any of its covenants or obligations under this Agreement or in any other Transaction DocumentAgreement; (c) the failure to discharge when due any liability or obligation of Seller other than the Assumed Liabilities, or any claim against Purchaser with respect to any such liability or obligation or alleged liability or obligation, including, without limitation, liability on account of taxes payable by any Person Seller, or for brokerage which Seller is liable, either by operation of law or finder’s fees or commissions or similar payments that remain unpaid after pursuant to the Closing and which are based upon any agreement or understanding alleged to have been made by such Person (or any Person acting on its behalf) with the Company or Seller in connection with the Contemplated Transactionsprovisions of this Agreement; (d) any claim claims by a Person (parties other than a stockholder listed on Schedule 3.9) that such Person owns Purchaser to the extent caused by acts or has any rights in or to any Equity Interest in the Company; and (e) any Taxes omissions of the Company allocable to any period occurring Seller on or before prior to the Closing Date. As used in this Agreement, the term “Damages” shall mean all liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, losses, fines, penalties, damages, costs and expenses, including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses, sustained or incurred in connection with the defense or investigation of any claim.

Indemnification Obligations of Seller. Subject Provided Purchaser provides notice to Seller within one year of the provisions date hereof , with the exception of Section 6.4Article 2.1 which shall be for an indefinite time, from with a statement of the facts and after the Closingreasonable information relating to any indemnity claim herunder, Seller shall indemnify, defend defend, protect and hold harmless Buyer, Buyerthe Purchaser and the Purchaser’s Affiliates, the Company, affiliates and each of their respective Representatives officers, directors, employees, agents and each of the successors and assigns of any of the foregoing representatives (collectively, the “Buyer Purchaser Indemnified Parties”) from, against and in respect of any and all Damages incurred by Buyer Indemnified Parties arising directly claims and losses (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) up to an amount equal to the Share Purchase Price which are associated with, incident to, arise out of, are related to or indirectly out of or relating to any of the following, regardless of whether the claim arises under contract, breach of warranty, tort or other legal theoryare connected with: (a) any breach or inaccuracy of any representation or warranty made by Seller contained in this Agreement or in any other Transaction Document as of the ClosingAgreement; (b) any breach of any covenant, agreement or undertaking made by any of the Seller in this Agreement or in any other Transaction DocumentAgreement; (c) any claim by and all claims, losses and expenses of any Person for brokerage nature, arising out of, resulting from, related to or finder’s fees or commissions or similar payments that remain unpaid after the Closing and which are based upon any agreement or understanding alleged to have been made by such Person (or any Person acting on its behalf) with the Company or Seller in connection with the Contemplated Transactionsany breaches by Seller of any of Seller’s obligations under this Agreement; (d) any claim by a Person (other than a stockholder listed on Schedule 3.9) that such Person owns and all claims, losses and expenses of any nature, arising out of, resulting from, related to or has any rights in or to any Equity Interest in connection with the Company; and (e) any Taxes ownership and/or operation of the Company allocable to any period occurring Aircraft by Seller on or before the Closing Date.