Indemnification Obligations of the Sellers. Subject to Section 9.06(d), the Sellers shall jointly and severally indemnify, defend and hold harmless each of the Buyer Indemnified Parties from, against and in respect of any and all Losses arising out of, resulting from, or relating to:
Indemnification Obligations of the Sellers. Subject to Sections 10.4, 10.5 and Section 10.7, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) associated with, arising out of or relating to the following (except to the extent that, in each case, any action or inaction of the Purchaser impairs any of the Sellers’ rights under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification or otherwise gives Texaco an excuse not to perform its obligations under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification):
Indemnification Obligations of the Sellers. From and after the Closing, the Sellers, jointly and severally, shall indemnify and hold harmless Purchaser, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser 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) any Excluded Liability or any and all other liabilities and obligations of the Sellers of any nature whatsoever, except the Assumed Obligations; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other Proceedings or investigations against any Purchaser Indemnified Party that relate to the Sellers or the Port Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Sellers or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of the Sellers; (c) any breach of any representation, warranty, covenant, agreement or undertaking made by the Sellers in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by the Sellers to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Norfolk Ancillary Documents"); or (d) any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by any of the Sellers in this Agreement or the Norfolk Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Indemnified Parties described in this Section 8.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Purchaser Losses."
Indemnification Obligations of the Sellers. (a) In accordance with and subject to the provisions of this Article VIII, each Seller shall indemnify Purchaser and each of its Affiliates and their respective officers, directors, employees, representatives and agents, against and hold them harmless from all Losses sustained or incurred arising out of, relating to or in respect of (i) any breach of any of the representations or warranties of the Sellers or the Company contained in Sections 2.1 or 2.2 of this Agreement or in any certificate, instrument or other document delivered by the Sellers or the Company to Purchaser pursuant to the terms of this Agreement or (ii) any breach of any of the covenants or obligations of such Seller or (with respect to covenants or obligations to be performed prior to the Closing) the Company contained in this Agreement. For purposes only of this Article VIII, each Seller will be deemed attributed with the Knowledge of the other Sellers and the Company. No claim for indemnification with respect to any breach of any representations or warranties of Sellers or the Company contained in this Agreement shall be brought under this Section 8.1(a) except to the extent that the aggregate amount of all claims for indemnification against the Sellers (disregarding the pro-ration provided for by Section 8.1(b) below) under this Section 8.1(a) exceeds $4,500,000 (the "Loss Minimum"). In addition, the aggregate indemnification obligations of the Sellers under this Section 8.1(a), other than with respect to a breach of the representations and warranties set forth in Sections 2.1(d) and 2.2(d), shall be limited to a maximum aggregate amount of $50,000,000 (disregarding the pro-ration provided for by Section 8.1(b) below). For purposes of this Article VIII, any qualification set forth in any representation or warranty to the effect that the impact of the matter described therein (or omitted from disclosure thereunder) shall be material to the Company or a Subsidiary (whether "material in all respects" or otherwise) or have a Material Adverse Effect with respect to the Company in order for such representation or warranty to be breached shall be disregarded. Notwithstanding the foregoing, no claim for indemnification with respect to the representation and warranty in Section 2.2(s) shall be made except to the extent that the aggregate amount of Losses with respect thereto exceeds $100,000, at which point such claim for indemnification shall be subject to the other provisions of this Section ...
Indemnification Obligations of the Sellers. Subject to the provisions of this Article IX, from and after the Closing, the Sellers shall indemnify, defend and hold harmless each of the Buyer Indemnified Parties from, against and in respect of any and all Losses arising out of or relating to the following:
Indemnification Obligations of the Sellers. Notwithstanding the Closing, each of the Sellers covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to:
Indemnification Obligations of the Sellers. (a) From and after the Closing, the Sellers shall, severally and not jointly in accordance with each such Seller’s Pro Rata Seller Share, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (each a “Loss”) incurred or suffered by the Purchaser Indemnified Parties arising out of or relating to:
Indemnification Obligations of the Sellers. (a) Subject to the Closing having occurred and subject to the conditions and limitations set forth in this Section 11, each Seller hereby agrees to, severally and not jointly pro-rata in proportion to the Relevant Percentage pursuant to Section 11.3 (except for the DDG Vehicles which shall be jointly liable among them), indemnify and hold the Buyer, the Company and/or any Subsidiary (without any duplication and at the Buyer’s discretion) harmless from any Loss suffered or incurred directly by the Buyer, the Company and/or any Subsidiary as a result of any breach by the Sellers of the Sellers Warranties (the “Sellers Indemnification Obligations”).
Indemnification Obligations of the Sellers. (a) Subject to the Survival Periods, the Sellers will indemnify Equitex, XX.xxx and their respective Affiliates, stockholders, officers, directors, employees, agents, representatives and successors and assigns (collectively, the "Equitex Indemnitees") in respect of, and save and hold each of the Equitex Indemnitees harmless against and pay on behalf of or reimburse each of the Equitex Indemnitees as and when incurred, any claims, Liabilities, losses, damages, deficiencies, assessments, judgments, remediations and costs or expenses (including reasonable attorneys', consultants' and experts' fees and expenses incurred in connection therewith) ("Losses") which any of the Equitex Indemnitees suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligations of the Sellers. (a) Subject to the other terms of this Article VI, from and after the Closing, each Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including the Company and its Subsidiaries after the Closing), stockholders, officers, directors, employees and agents, and their respective successors and assigns (collectively, the “Purchaser Indemnitees”), in respect of any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
