Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:
(i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract;
(ii) the conduct and operation by Buyer of its business at the Hotel after the Closing; and
(iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing.
Indemnification of Seller. Parent, LuxCo and BHN, jointly and severally, hereby agree to indemnify and hold harmless Seller, each of its Affiliates, and each of their members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Seller Indemnitees”) against and in respect of any Losses incurred or sustained by any Seller Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Seller Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Seller Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Seller Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Seller Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.
Indemnification of Seller. In addition to, and not by way of limitation of, Seller’s rights otherwise provided in this Purchase Agreement or in any other document delivered in connection with the transactions contemplated hereby, or under applicable law, and subject to the terms and conditions of this Article 7, Buyer agrees to defend, indemnify and hold harmless Seller and its subsidiaries and each of their respective directors, officers, employees, agents and Affiliates (collectively, the “Seller Group”) from and against any loss, liability, damage or expense suffered, incurred or paid by any member of the Seller Group after Closing:
(a) which would not have been suffered, incurred or paid if all the representations, warranties, covenants and agreements of Buyer in this Purchase Agreement, the Related Agreements, or in any other instrument or document furnished to Seller in connection with the transactions contemplated hereby had been (with respect to representations and warranties) true, complete and correct and had been (with respect to covenants and agreements) fully performed and fulfilled;
(b) as a result of any claim, action or proceeding asserted or brought against any member of the Seller Group or any of such member’s assets (including, without limitation, the Purchased Assets) which arises, in whole or in part, out of or in connection with Buyer’s conduct of the Business after the Closing, including, without limitation, any claim, action or proceeding relating to Buyer’s failure to perform under any agreement or commitment, the termination of any employee, agent, dealer or distributor or any breach of warranty (including, without limitation, any claim, action or proceeding arising at any time whatsoever in connection with the purchase or use of any Purchased Asset sold by Seller to Buyer hereunder);
(c) as a result of any claim, action or proceeding asserted against any member of the Seller Group or any of such member’s assets with respect to any liability or alleged liability of Seller specifically assumed by Buyer under this Purchase Agreement;
(d) as a result of any claim, action or proceeding asserted or brought against any member of the Seller Group or any of such member’s assets which arises out of, or in connection with, Buyer’s failure to pay, promptly and when due, any amount owing, in whole or in part accruing after the Closing with respect to the Business, whether due or to become due, accrued or contingent, known or unknown and including the Assumed Liabilitie...
Indemnification of Seller. Subject to the terms and --------------------------- conditions of this Article VI, Purchaser agrees to indemnify, defend and hold harmless Seller, from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against Seller, arising out of or resulting from, directly or indirectly:
(a) the inaccuracy of any representation or breach of any warranty of Purchaser contained in or made pursuant to this Agreement which was not disclosed to Seller in writing prior to the Closing; provided that no such notification shall be deemed to waive or abrogate any right of Seller with respect to conditions to Closing in Section 5.02;
(b) the breach of any covenant or agreement of Purchaser contained in this Agreement; or
(c) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of Purchaser in connection with this Agreement; provided, however, that Purchaser shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Seller, of any of its obligations under this Agreement or from Seller's gross negligence, fraud or willful misconduct.
Indemnification of Seller. Purchaser will indemnify and hold harmless Seller from and against all Losses incurred or suffered by Seller based upon or arising out of any inaccuracies in or any breach of any representation, warranty or covenant of Purchaser contained in this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereof.
Indemnification of Seller. Subject to the limitations set forth in Sections 9(c), 9(d) and 9(e), Buyer shall indemnify and hold Seller, its affiliated corporations and their respective officers, directors, shareholders, employees, agents and representatives (the "Seller Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Seller Indemnified Parties, net of any resulting income tax benefits to Seller Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Buyer contained in this Agreement (as the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any certificate of Buyer concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Assumed Liabilities and all liabilities in connection with the operation of the Businesses in respect of periods on and after the Closing Date; (iii) any contamination on or under the property that is subject to the Deed or Sublease(s) or in any of the Assets caused by Buyer on or after the Closing Date or any liability for remediation or clean-up of environmental conditions as a result of Buyer's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; and (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(b).
Indemnification of Seller. (i) Notwithstanding anything to the contrary contained herein, Purchaser, to the maximum extent permitted by law, shall be solely responsible for, and shall indemnify, hold harmless and defend with counsel acceptable to Seller in its reasonable discretion, the Seller Indemnified Parties from and against any and all Losses arising out of, or resulting from or claimed to arise out of or result from, in whole or in part, but only to the extent of, any of the following (collectively, the "INDEMNIFIED ACTS"): (i) any violation of, noncompliance with, or enforcement of, any Hazardous Substances Laws with respect to the Property; or (ii) the release, discharge, disposal, or presence of Hazardous Materials, on, under or about the Property. The Losses referred to herein shall include, without limitation, all foreseeable consequential damages and the cost of any required or necessary repair, cleanup, or detoxification of the Property or any property in the vicinity of the Property, and the preparation and implementation of any closure, remedial, or other required plans in connection therewith.
(ii) In the event that any suit or other proceeding is brought against any of the Seller Indemnified Parties at any time on account of any of the Losses, Purchaser shall, upon the request of Seller and the Seller Indemnified Parties: (i) assume the defense of Seller and the Seller Indemnified Parties, as the case may be; (ii) defend Seller and the Seller Indemnified Parties, at Purchaser's own expense with counsel acceptable to Seller or the Seller Indemnified Parties, as applicable, in their reasonable discretion; and (iii) pay all judgments, fines, penalties and other fees and expenses in connection therewith.
(iii) In the event that: (i) a final adjudication determines that Seller took one of the Indemnified Acts prior to the Closing Date that directly and proximately caused the Losses, and (ii) Seller failed to inform Purchaser of such Indemnified Act prior to the Closing Date, then Seller shall reimburse Purchaser for all amounts previously paid by Purchaser pursuant to Section 16(C)(ii), and Purchaser's obligation to indemnify Seller with respect to such Indemnified Act pursuant to this Section 16(C)(iii) shall terminate.
Indemnification of Seller. (a) From and after the Closing, but subject to the limitations set forth in this Article VI, Buyer shall indemnify and hold harmless Seller and its officers, directors, employees, agents and representatives (the “Seller Indemnified Parties”) from and against any Loss and Expense suffered or incurred by reason of, arising out of or resulting from any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or any certificate or document required to be delivered by Buyer to Seller pursuant to this Agreement.
(b) Subject to the terms and conditions of this Agreement, any Loss and Expense suffered by the Seller Indemnified Parties for which the Seller Indemnified Parties are to be indemnified by Buyer pursuant to this Section 6.03 shall be paid by Buyer to the Seller Indemnified Parties in U.S. Dollars.
Indemnification of Seller. (a) Buyer hereby agrees to indemnity and hold Seller and its successors and assigns harmless from and against:
(1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising from or related to the ownership of the Assets by Buyer subsequent to the Closing. Such claims, liabilities, and obligations include, but are not limited to, any and all claims, liabilities and obligations arising or required to be performed subsequent to Closing under any Business Agreement assumed by Buyer pursuant to this Agreement.
(2) Any and all damage or deficiency resulting from any misrepresentations, breach of warranty, nonfulfillment of any agreement or obligation assumed or required to be assumed by Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to Seller pursuant to this Agreement, or in connection with any of the transactions contemplated hereby.
(3) Any and all actions, suits, proceedings, damages, assessments, judgments, costs and expenses incident to any of the foregoing provisions, including reasonable attorneys' fees incurred by Seller as the result of Buyer's failure or refusal to defend or compromise any claim.
(b) If any claim or liability shall be asserted against Seller which would give rise to a claim by Seller against Buyer for indemnification under the provisions of this section, Seller shall promptly notify Buyer of the same and Buyer shall, at its own expense, compromise or defend any such claim; provided that Seller may, at its own cost and expense, join and cooperate with Buyer in the defense or compromise of such claim.
Indemnification of Seller. Buyer agrees to indemnify, defend and hold harmless Seller Indemnified Parties from and against any and all Losses caused by or arising out of or resulting from any of the following:
(a) a breach of any representation and warranty by Buyer contained in this Agreement; or
(b) a breach by Buyer of any of its covenants or agreements contained in this Agreement.
