Indemnification of Purchaser by Seller. From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, and hold harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, and their respective officers, directors, shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with:
(a) A breach by the Indemnifying Party of any representation or warranty made by the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder;
(b) A breach by the Indemnifying Party of any covenant, restriction or agreement made by or applicable to the Indemnifying Party and contained in this Agreement or in any certificate or other document delivered by said party to Purchaser or its Affiliates hereunder or thereunder;
(c) Except for any Assumed Liabilities (or any liability or obligation of the Acquired Subsidiary which, if such liability or obligation had been directly assumed pursuant to Section 1.2(a) (rather than by the transfer of the capital stock of the Acquired Subsidiary), would have been an Assumed Liability), any liability or obligation of Seller or any of its Affiliates (including the Acquired Subsidiary) of any nature or kind whatsoever (in any case, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) arising out of or related to facts, events, transactions, occurrences or actions or inactions arising on or prior to the Closing Date (including, without limitation, whether or not disclosed on any schedule or exhibit hereto, any such liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter or related to the deferred purchase price or other contingent consideration related to any acquisition of the business of any Person, including, without limitation, any such matter disclosed on Schedule 2...
Indemnification of Purchaser by Seller. Seller agrees to indemnify and hold Purchaser, its affiliates and its officers, directors, employees and permitted assigns harmless of and from any and every claim, demand, proceeding and suit, and from every liability, loss, damage, cost, charge and expense (including, without limitation, any actions or expenditures required by Requirements of Law, operating regulations of National Associations or card agreements to correct deficiencies related to the Accounts to be Sold) or any other liability of every nature, kind and description whatsoever, whether or not material, liquidated, contingent or prospective in nature, exclusive of Excluded Damages, by reason of or resulting from or arising out of any of:
1. The ownership or administration of the Assets to be Sold by the Seller prior to the Closing Date (whether known or unknown, contingent or matured);
2. Seller’s performance of its obligations under this Agreement affecting or alleged to affect Persons not related to the parties hereto;
3. Any misrepresentation or breach of any representation, warranty or covenant of Seller contained herein or in any document or instrument delivered by Seller hereunder;
4. The termination of any agreements or relationships related to the Assets to be Sold;
5. Any fraudulent or dishonest act by Seller, its affiliates, agents or representatives related to this Agreement; or
6. Seller’s failure to comply with applicable Requirements of Law relevant to this Agreement. Seller shall be liable for reasonable attorneys’ fees and expenses incurred by Purchaser, but only if the same are incurred in connection with claims, demands, proceedings or suits asserted by Persons not related to the parties hereto.
Indemnification of Purchaser by Seller. (a) Subject to Section 10.3 hereof, Seller shall indemnify and hold Purchaser harmless from and against any and all Losses, howsoever incurred, which arise out of or result from:
(i) any breach of any representation or warranty of Seller set forth in Sections 5.1 or 5.2 of this Agreement; or
(ii) the material failure by Seller to perform any covenant of Seller contained herein;
(iii) breaches of the Time Brokerage Agreement or any agreement or document delivered in connection with the Closing;
(iv) Purchaser's waiver of Seller and the Company's compliance, to the extent required, with any applicable bulk transfer laws; provided that the Basket Amount shall not apply to Seller's indemnification under this Section 10.1(a)(iv);
(v) any and all Taxes of the Company for any period prior to the Closing Date, except (A) to the extent that such Taxes are specifically identified on Schedule 10.1(v), or (B) to the extent included as liabilities in the calculation of Net Financial Assets;
(vi) any obligations or liabilities of the Company occurring prior to the Closing Date under its charter or bylaws to indemnify its officers and directors with respect to any actions occurring on or prior to the Closing Date; or
(vii) except for the Company's obligation to disburse funds as provided by Sections 3.1(3), 3.1(5), and 3.6 hereof, any obligations or liabilities of the Company after the Closing Date to the Warrant Holders or the Phantom Stockholders.
Indemnification of Purchaser by Seller. (a) From and after the Closing Date, Seller will indemnify and save and hold harmless Purchaser and its officers, directors and Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Purchaser Indemnified Parties”) from and against any Covered Losses incurred, sustained or suffered by any such Purchaser Indemnified Parties resulting from or arising out of (i) the Retained Liabilities, (ii) any breach of any covenant or agreement made by Seller in this Agreement that survives the Closing Date pursuant to Section 10.01, (iii) the matters set forth on Schedule 10.02(a)(iii), (iv) the Applicable Case to the extent relating to (A) the patents that are the subject matter of the Applicable Case as of the Closing or (B) sales made prior to the Closing by Seller or the Company of products related to or alleged to infringe the patents that are the subject matter of the Applicable Case as of the Closing, or (v) any allegation that the conduct of the business of the Company or any of its Subsidiaries prior to the Closing infringes any Related Patent.
(b) Any indemnification of a Purchaser Indemnified Party payable by Seller pursuant to this Article 10 will be effected by wire transfer or transfers of immediately available funds from Seller to an account or accounts designated in writing by the applicable Purchaser Indemnified Party to Seller within 15 days after the final determination thereof.
Indemnification of Purchaser by Seller. The following is hereby inserted at the end of the first sentence of Section 10.2.1 of the Agreement: and (ix) Seller's failure to comply with Section 4.22..
Indemnification of Purchaser by Seller. (a) From and after the Closing Date, Seller shall indemnify and save and hold harmless Purchaser and its officers, directors and Affiliates (collectively, the “Purchaser Indemnified Parties”) from and against any Covered Losses suffered by any such Purchaser Indemnified Parties resulting from or arising out of: (i) failure of any representation or warranty of Seller in Article 2 hereof to be true and correct in all respects (without giving effect to any “material”, “materially”, “Material Adverse Effect”, “material adverse effect”, or similar qualification contained in any such representation or warranty except for those appearing in all capitalized text, the term “Material Contract” or those contained in Section 2.05 and Section 2.06) on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (ii) any nonfulfillment or breach of any covenant or agreement made by Seller in this Agreement that survives the Closing Date pursuant to Section 11.01(b); (iii) any Retained Liability; and (iv) any Taxes related to the Business or the Purchased Assets for Pre-Closing Periods, any Taxes imposed on Seller and any Transfer Taxes for which Seller is liable in accordance with Section 7.04(a). For the avoidance of doubt, Seller’s obligations to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to clause (ii) of the immediately preceding sentence shall not terminate until the full performance of the relevant covenants in accordance with their terms.
(b) The Purchaser Indemnified Parties shall not be entitled to assert any indemnification claim pursuant to Section 11.02(a)(i) with respect to misrepresentations of or inaccuracies in the representations and warranties of Seller in Article 2 hereof after the expiration of the applicable survival period pursuant to Section 11.01(a); provided, however, that if, on or prior to such expiration of the applicable survival period, a notice of claim shall have been given to Seller in accordance with Section 11.04 for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article 11.
(c) Any indemnification of a Purchaser Indemnified Party pursuant to this Section 11.0...
Indemnification of Purchaser by Seller. Except with respect to environmental matters (which are exclusively the subject of Section 11.05) and tax matters (which is the subject of Section 8.06) and further subject to Section 13.03, Seller shall indemnify, defend, hold harmless, pay and reimburse Purchaser and its Affiliates (including the Company) and their respective shareholders, partners, members and Representatives (the “Purchaser Indemnitees”) from and against any and all Losses, based upon, resulting from or arising out of:
(i) any breach by Seller of or any inaccuracy in any of the representations or warranties of Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the breach of or inaccuracy in which will be determined with reference to such specified date);
(ii) any breach or nonfulfillment of any of the covenants or agreements of Seller contained in this Agreement;
(iii) the ownership, use and possession of the Excluded Assets prior to, on or after the Closing Date;
(iv) failure of Seller to discharge the Excluded Liabilities; or
(v) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets, liabilities or obligations of Seller or any of its Affiliates (other than the Company) conducted, existing or arising on or prior to the Closing Date.
Indemnification of Purchaser by Seller. The Seller covenants and agrees that it will indemnify and hold the Purchaser and its officers, directors, employees and agents harmless from and against any and all losses, damages, liabilities, obligations, and reasonable costs and expenses incurred or sustained by the Purchaser by reason or arising out of any material breach of any warranty, representation, covenant, agreement or obligation of the Seller contained in this Agreement, including, but not limited to, liabilities and debts related to the Business (other than the Assumed Liabilities), failure to comply with applicable bulk sales or similar laws, and any other liability (other than an Assumed Liability) respecting the Business or any of the Acquired Assets which is attributable to any period prior to the Closing Date.
Indemnification of Purchaser by Seller. Seller (for purposes of this --------------------------------------
Indemnification of Purchaser by Seller. Effective upon the closing of the transaction contemplated by the Purchase and Sale Agreement, Seller hereby agrees to indemnify and hold harmless Purchaser and its successors and/or assigns from and against any and all damages, losses, claims, liabilities, and expenses (including reasonable attorney's fees) assessed, incurred, paid, or sustained by or against Purchaser with respect to, or arising out of, directly or indirectly, the Contamination at the Site. In no event shall this indemnification relate to any environmental condition (including, without limitation, a condition relating to the underground migration of any hazardous substance under the land being conveyed to Purchaser by Seller from areas outside of the Site) other than the Contamination at the Site. Commencing the date hereof and for the duration of this indemnification, Seller shall promptly furnish Purchaser with all environmental reports, official correspondence and notices relating to the Contamination at the Site
