Indemnification of Seller by Purchaser. Purchaser (for purposes -------------------------------------- of this Section 10.3 only, "Indemnifying Party") shall indemnify, defend, ------------ and hold harmless Seller, its affiliates and their respective officers, directors, and shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties, or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees, and accounting fees) ("Actual Losses") actually incurred by Seller, its affiliates, or such officers, directors, shareholders, successors, or assigns 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 Seller 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 the Indemnifying Party to Seller hereunder or thereunder;
(c) Any claims of any brokers or finders, claiming by, through, or under the Purchaser or its affiliates for any amount in connection with the transactions contemplated by this Agreement;
(d) All loss, expense, or damage suffered as the direct result of the Indemnifying Party's failure to pay or perform those liabilities expressly assumed or undertaken under this Agreement; and
(e) Except for any Excluded Liabilities, any other claim, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever instituted or commenced after the Closing Date which relates to or arises from the Indemnifying Party's or its affiliates' operation of the Contact Lens Products Business or its or any of their ownership or operation of the Acquired Assets or the Acquired Subsidiaries' Assets or the Acquired Subsidiaries after the Closing Date.
(a) exceeds One Million Five Hundred Thousand and No/100 Dollars --------------- ($1,500,000) (the "Basket") and in such case (i) Seller's and its affiliates' right to recover for Section 10.3(a) claims shall apply only to the excess of --------------- the Basket; (ii) Seller's and its affiliates' right to recover for Section ------- 10.3
(a) claims sha...
Indemnification of Seller by Purchaser. Purchaser agrees to indemnify and hold Seller, 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 (but in no event with respect to credit losses related to the Accounts to be Sold unless otherwise provided in this Agreement)) 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:
1. The ownership or administration of the Assets to be Sold by the Purchaser subsequent to the Closing Date (whether known or unknown, contingent or matured);
2. Purchaser’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 Purchaser contained herein or in any document or instrument delivered by Purchaser hereunder;
4. Any fraudulent or dishonest act by Purchaser, its affiliates, agents or representations related to this Agreement; and
5. Purchaser’s failure to comply with applicable Requirements of Law relevant to this Agreement. Purchaser shall be liable for reasonable attorneys’ fees and expenses incurred by Seller, 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 Seller by Purchaser. Subject to the terms and conditions of this Article 11, Purchaser shall indemnify and hold harmless Seller and its Affiliates, and each of their respective directors, officers, employees, agents and other representatives from and against any and all Damages, to the extent connected with or arising or resulting from (a) any breach of any representation or warranty of Purchaser set forth in this Agreement or any document to be executed by Purchaser contemplated hereby, (b) any breach or default by Purchaser under any covenant or agreement required to be performed by Purchaser under this Agreement or any document to be executed by Purchaser contemplated hereby, (c) Purchaser’s use of the Acquired Assets from and after the Closing Date, and (d) the Assumed Liabilities.
Indemnification of Seller by Purchaser. Subject to Section 13.03, Purchaser agrees to indemnify, defend, hold harmless, pay and reimburse Seller and its Affiliates and their respective shareholders, partners, members and Representatives (the “Seller Indemnitees”) from and against any and all Losses based upon, resulting from or arising out of:
(i) any breach of or inaccuracy in any of the representations or warranties of Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of Purchaser 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); or
(ii) any breach or nonfulfillment of any of the covenants or agreements of Purchaser contained in this Agreement.
Indemnification of Seller by Purchaser. Subject to Section 10.3 hereof, Purchaser shall indemnify and hold Seller harmless from and against any and all Losses, howsoever incurred, which arise out of or result from:
(a) any breach by Purchaser of any representation or warranty of Purchaser set forth in Section 6 of this Agreement;
(b) the material failure by Purchaser to perform any covenant of Purchaser contained herein; or
(c) breaches of the Time Brokerage Agreement or any agreement or document delivered in connection with the Closing.
Indemnification of Seller by Purchaser. The Purchaser covenants and agrees that it will indemnify and hold the Seller harmless from and against any and all losses, damages, liabilities, obligations, and reasonable costs and expenses incurred or sustained by the Seller by reason or arising out of any material breach of any warranty, representation, covenant, agreement or obligation of the Purchaser contained in this Agreement.
Indemnification of Seller by Purchaser. Section 10.3.1 of the Agreement shall be amended by changing the term "Closing Date" in subsection (viii) to the term "Transition Date".
Indemnification of Seller by Purchaser. Subject to Section 10.3 hereof after the Closing, Purchaser shall indemnify and hold Seller harmless from and against any and all Losses, howsoever incurred, which arises out of or results from:
(a) any breach by Purchaser of any representation or warranty of Purchaser set forth in Section 6 of this Agreement; or
(b) the material failure by Purchaser to perform any covenant of Purchaser contained herein.
(c) any and all Taxes of MTR, MMP and the FCC Licensee Entities (including any liability of MTR, MMP or the FCC Licensee Entities for Taxes of any other persons) for any Post-Closing Tax Period except to the extent that (i) such Taxes should have been but were not specifically identified in the Closing Date Liabilities or are described in Section 10.1(c), or (ii) such Taxes arise out of, result from or are attributable to a breach of any representation, warranty or covenant of Sellers set forth in this Agreement.
Indemnification of Seller by Purchaser. Purchaser agrees to indemnify and hold Seller, its affiliates and its officers, directors, employees and permitted assigns harmless from and against any and all claims, proceedings, suits, damages, liability, loss, costs, charges and expenses or liability of every nature, kind and description whatsoever incurred or suffered by Seller by reason of, resulting from or arising directly or indirectly out of any of:
1. Purchaser’s performance of its obligations under this Servicing Agreement affecting or alleged to affect Persons not related to the parties hereto;
2. Any misrepresentation or breach of any representation, warranty or covenant of Purchaser contained herein or in any document or instrument delivered by Purchaser hereunder;
3. Any fraudulent or dishonest act of Purchaser, its affiliates, agents or representations related to this Servicing Agreement; and
4. Purchaser’s failure to comply with applicable Requirements of Law relevant to this Servicing Agreement. Purchaser shall be liable for reasonable attorneys’ fees and expenses incurred by Seller, 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 Seller by Purchaser. Except to the extent (if at all) prohibited by law, Purchaser shall defend and save harmless Seller or any representative thereof from and against any and all losses, damages, liabilities (other than the Retained Liabilities), expenses, claims, and demands of whatsoever character, direct or indirect, of third parties arising out of or in any way connected with (1) the conduct of activities by Purchaser, or any employee, subcontractor, agent, or other representative of Purchaser, upon, with, or respecting the Assets pursuant to the Letter Agreement prior to the Closing Date, (2) the ownership of, operation of, or conduct of activities upon, with, or respecting the Assets after the Closing Date, or (3) any of the Assumed Liabilities.
