Common use of Indemnification of Buyer and SFX; Appointment of Representative Clause in Contracts

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing Partners, on the other hand (but individually on a basis equal to each Signing Partner's equity interest in Seller as a proportion of all equity interests in Seller held by Signing Partners), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates. (b) Each Signing Partner hereby authorizes and appoints P. Xxxxx Xxxxx (the "Representative") as representative and attorney-in-fact to act for and on behalf of such Signing Partner in connection with the matters described in this Section 12. Each Signing Partner agrees not to take any actions authorized by this Section 12 other than through the Representative. (c) For the purposes of this Section 12, the Signing Partners may, by written notice signed by them and delivered to SFX, appoint any other individual to act as the Representative. In the event of the death, incapacity or resignation of the Representative, if no such replacement is appointed within thirty (30) days, SFX may designate an interim replacement to serve until such appointment. (d) In connection with this Agreement and the transactions contemplated hereby, the Seller and the Signing Partners agree that the Representative shall not be liable for any error of - 54 - judgment or for any act done or omitted by the Representative in good faith or for any mistake in fact or law, except for the Representative's own willful misconduct or gross negligence. (e) The parties hereto agree to submit to binding arbitration, pursuant to the rules of the American Arbitration Association applicable to commercial disputes, any dispute among the parties hereto with respect to Damages relating to Environmental, Health and Safety Liabilities, to the extent that such dispute relates to (i) the amount of Damages subject to Section 12.1(a) and/or (ii) the time when such Environmental, Health and Safety Liabilities arose. Such arbitration will be conducted by a panel of three arbitrators (which need not be selected from a panel of the American Arbitration Association), of whom one will be appointed by Buyer, one by Seller and the third by the other two arbitrators. However, if Buyer or Seller fails to appoint its arbitrator within 30 days of a receipt of a written demand for arbitration, the arbitration shall be conducted by the single arbitrator appointed by the other party.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing PartnersStockholders, on the other hand (but individually on a basis equal to each Signing PartnerStockholder's equity interest in Seller as a proportion of all equity interests in Seller held by Signing PartnersStockholders), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners Stockholders contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners Stockholders prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates. (b) Each Signing Partner Stockholder hereby authorizes and appoints P. Xxxxx Xxxxx (the "Representative") as representative and attorney-in-fact to act for and on behalf of such Signing Partner Stockholder in connection with the matters described in this Section 12. Each Signing Partner Stockholder agrees not to take any actions authorized by this Section 12 other than through the Representative. (c) For the purposes of this Section 12, the Signing Partners Stockholders may, by written notice signed by them and delivered to SFX, appoint any other individual to act as the Representative. In the event of the death, incapacity or resignation of the Representative, if no such replacement is appointed within thirty (30) days, SFX may designate an interim replacement to serve until such appointment. (d) In connection with this Agreement and the transactions contemplated hereby, the Seller and the Signing Partners Stockholders agree that the Representative shall not be liable for any error of - 54 - judgment or for any act done or omitted by the Representative in good faith or for any mistake in fact or law, except for the Representative's own willful misconduct or gross negligence. (e) The parties hereto agree to submit to binding arbitration, pursuant to the rules of the American Arbitration Association applicable to commercial disputes, any dispute among the parties hereto with respect to Damages relating to Environmental, Health and Safety Liabilities, to the extent that such dispute relates to (i) the amount of Damages subject to Section 12.1(a) and/or (ii) the time when such Environmental, Health and Safety Liabilities arose. Such arbitration will be conducted by a panel of three arbitrators (which need not be selected from a panel of the American Arbitration Association), of whom one will be appointed by Buyer, one by Seller and the third by the other two arbitrators. However, if Buyer or Seller fails to appoint its arbitrator within 30 days of a receipt of a written demand for arbitration, the arbitration shall be conducted by the single arbitrator appointed by the other party.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing Partners, on the other hand (but individually on a basis equal to each Signing Partner's equity interest in Seller as a proportion of all equity interests in Seller held by Signing Partners), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates; provided, however, that no Signing Stockholder shall be required to indemnify, defend and hold harmless Buyer or SFX based solely upon a breach or default by any other Signing Stockholder of any of the representations or warranties contained in Section 6 hereof. (b) Each Signing Partner hereby authorizes and appoints P. Xxxxx Xxxxx (the "Representative") as representative and attorney-in-fact to act for and on behalf of such Signing Partner in connection with the matters described in this Section 12. Each Signing Partner agrees not to take any actions authorized by this Section 12 other than through the Representative. (c) For the purposes of this Section 12, the Signing Partners may, by written notice signed by them and delivered to SFX, appoint any other individual to act as the Representative. In the event of the death, incapacity or resignation of the Representative, if no such replacement is appointed within thirty (30) days, SFX may designate an interim replacement to serve until such appointment. (d) In connection with this Agreement and the transactions contemplated hereby, the Seller and the Signing Partners agree that the Representative shall not be liable for any error of - 54 - judgment or for any act done or omitted by the Representative in good faith or for any mistake in fact or law, except for the Representative's own willful misconduct or gross negligence. (e) The parties hereto agree to submit to binding arbitration, pursuant to the rules of the American Arbitration Association applicable to commercial disputes, any dispute among the parties hereto with respect to Damages relating to Environmental, Health and Safety Liabilities, to the extent that such dispute relates to (i) the amount of Damages subject to Section 12.1(a) and/or (ii) the time when such Environmental, Health and Safety Liabilities arose. Such arbitration will be conducted by a panel of three arbitrators (which need not be selected from a panel of the American Arbitration Association), of whom one will be appointed by Buyer, one by Seller and the third by the other two arbitrators. However, if Buyer or Seller fails to appoint its arbitrator within 30 days of a receipt of a written demand for arbitration, the arbitration shall be conducted by the single arbitrator appointed by the other party.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing PartnersStockholders, on the other hand (but individually on a basis equal to each Signing Partner's equity interest in Seller as a proportion of all equity interests in Seller held by Signing Partners49% for Xx. Xxxxxxx, 29.18% for Xx. Xxxxx and 21.82% for Xx. Xxxxxxx), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners Stockholders contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners Stockholders prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates. (b) Each Signing Partner Stockholder hereby authorizes and appoints P. Xxxxx Xxxxx (the "Representative") as representative and attorney-in-fact to act for and on behalf of such Signing Partner Stockholder in connection with the matters described in this Section 12. Each Signing Partner Stockholder agrees not to take any actions authorized by this Section 12 other than through the Representative. (c) For the purposes of this Section 12, the Signing Partners Stockholders may, by written notice signed by all of them and delivered to SFX, appoint any other individual to act as the Representative. In the event of the death, incapacity or resignation of the Representative, if no such replacement is appointed within thirty (30) days, SFX may designate an interim replacement to serve until such appointment. (d) In connection with this Agreement and the transactions contemplated hereby, the Seller and the Signing Partners Stockholders agree that the Representative shall not be liable for any error of - 54 - judgment or for any act done or omitted by the Representative in good faith or for any mistake in fact or law, except for the Representative's own willful misconduct or gross negligence. (e) The parties hereto agree to submit to binding arbitration, pursuant to the rules of the American Arbitration Association applicable to commercial disputes, any dispute among the parties hereto with respect to Damages relating to Environmental, Health and Safety Liabilities, to the extent that such dispute relates to (i) the amount of Damages subject to Section 12.1(a) and/or (ii) the time when such Environmental, Health and Safety Liabilities arose. Such arbitration will be conducted by a panel of three arbitrators (which need not be selected from a panel of the American Arbitration Association), of whom one will be appointed by Buyer, one by Seller and the third by the other two arbitrators. However, if Buyer or Seller fails to appoint its arbitrator within 30 days of a receipt of a written demand for arbitration, the arbitration shall be conducted by the single arbitrator appointed by the other party. (f) Each of the Signing Stockholders shall indemnify and hold the other Signing Stockholders harmless to the extent any of them shall be required to pay any amount hereunder that shall be in excess of his proportional liability herein.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing Partners, on the other hand (but individually on a basis equal to each Signing Partner's equity interest in Seller as a proportion of all equity interests in Seller held by Signing Partners), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or Affiliates. (b) Each Signing Partner hereby authorizes and appoints P. Xxxxx Xxxxx (the "Representative") as representative and attorney-in-fact to act for and on behalf of such Signing Partner in connection with the matters described in this Section 12. Each Signing Partner agrees not to take any actions authorized by this Section 12 other than through the Representative. (c) For the purposes of this Section 12, the Signing Partners may, by written notice signed by them and delivered to SFX, appoint any other individual to act as the Representative. In the event of the death, incapacity or resignation of the Representative, if no such replacement is appointed within thirty (30) days, SFX may designate an interim replacement to serve until such appointment. (d) In connection with this Agreement and the transactions contemplated hereby, the Seller and the Signing Partners agree that the Representative shall not be liable for any error of - 54 - judgment or for any act done or omitted by the Representative in good faith or for any mistake in fact or law, except for the Representative's own willful misconduct or gross negligence. (e) The parties hereto agree to submit to binding arbitration, pursuant to the rules of the American Arbitration Association applicable to commercial disputes, any dispute among the parties hereto with respect to Damages relating to Environmental, Health and Safety Liabilities, to the extent that such dispute relates to (i) the amount of Damages subject to Section 12.1(a) and/or (ii) the time when such Environmental, Health and Safety Liabilities arose. Such arbitration will be conducted by a panel of three arbitrators (which need not be selected from a panel of the American Arbitration Association), of whom one will be appointed by Buyer, one by Seller and the third by the other two arbitrators. However, if Buyer or Seller fails to appoint its arbitrator within 30 days of a receipt of a written demand for arbitration, the arbitration shall be conducted by the single arbitrator appointed by the other party.

Indemnification of Buyer and SFX; Appointment of Representative. (a) The Seller, on the one hand, and the Signing PartnersStockholders, on the other hand (but individually on a basis equal to each Signing PartnerStockholder's equity interest in Seller as a proportion of all equity interests in Seller held by Signing PartnersStockholders), jointly and severally agree to indemnify, defend and hold harmless Buyer and SFX and their successors and assigns from and against any and all Damages, directly or indirectly occasioned by, arising out of, related to, based on or resulting from (i) any breach or default of any of the representations, warranties, covenants or agreements of Seller or the Signing Partners Stockholders contained in this Agreement or in any Exhibit or Schedule hereto or any Closing Document, (ii) the Excluded Assets, the ownership of Purchased Assets or the operations of Seller prior to the Closing Date, (iii) the liabilities not assumed by Buyer pursuant to this Agreement (including, without limitation, product liabilities and Environmental, Health and Safety Liabilities), or (iv) acts or failures to act of Seller or the Signing Partners Stockholders prior to the Closing Date, including their officers, directors, attorneys, agents, representatives or AffiliatesAffiliates or (v) Palace Theater LP or any trustee or receiver thereof or any Persons acting in the right of, or in the capacity of a claimant of or against, Palace Theater LP. (b) Each Signing Partner Stockholder hereby authorizes and appoints P. Xxxxx Xxxxx (the "Representative") as representative and attorney-in-fact to act for and on behalf of such Signing Partner Stockholder in connection with the matters described in this Section 12. Each Signing Partner Stockholder agrees not to take any actions authorized by this Section 12 other than through the Representative. (c) For the purposes of this Section 12, the Signing Partners Stockholders may, by written notice signed by them and delivered to SFX, appoint any other individual to act as the Representative. In the event of the death, incapacity or resignation of the Representative, if no such replacement is appointed within thirty (30) days, SFX may designate an interim replacement to serve until such appointment. (d) In connection with this Agreement and the transactions contemplated hereby, the Seller and the Signing Partners Stockholders agree that the Representative shall not be liable for any error of - 54 - judgment or for any act done or omitted by the Representative in good faith or for any mistake in fact or law, except for the Representative's own willful misconduct or gross negligence. (e) The parties hereto agree to submit to binding arbitration, pursuant to the rules of the American Arbitration Association applicable to commercial disputes, any dispute among the parties hereto with respect to Damages relating to Environmental, Health and Safety Liabilities, to the extent that such dispute relates to (i) the amount of Damages subject to Section 12.1(a) and/or (ii) the time when such Environmental, Health and Safety Liabilities arose. Such arbitration will be conducted by a panel of three arbitrators (which need not be selected from a panel of the American Arbitration Association), of whom one will be appointed by Buyer, one by Seller and the third by the other two arbitrators. However, if Buyer or Seller fails to appoint its arbitrator within 30 days of a receipt of a written demand for arbitration, the arbitration shall be conducted by the single arbitrator appointed by the other party.