Indemnification of Seller Indemnitees. From and after the Closing (but subject to Section 6.01 and Section 6.03), Buyer shall hold harmless, indemnify and defend each of the Seller Indemnitees from and against, and shall compensate and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of or are directly or indirectly connected with any breach of, or failure to perform or comply with, any covenant, agreement or obligation of Buyer in this Agreement.
Indemnification of Seller Indemnitees. From and after the Closing, Buyer shall indemnify and defend Parent, Seller, their respective Affiliates, and their successors and assigns and each of the foregoing’s respective shareholders, members, officers, directors, employees and agents (collectively, the “Seller Indemnitees”; and together with the Buyer Indemnitees, the “Indemnitees”) against, and hold the Seller Indemnitees harmless from, any Losses based upon, related to, arising out of, or caused by (i) any inaccuracy in, or breach of, any representation or warranty made by Buyer in Section 4.2 (Authority), Section 4.3 (Enforceability), Section 4.8 (Brokers) and Section 4.10 (Solvency) (collectively, the “Buyer Fundamental Representations”) and (ii) any breach of, or failure to comply with, any covenant or agreement made by Buyer in this Agreement, which contemplates performance after the Closing or otherwise expressly by its terms survives the Closing.
Indemnification of Seller Indemnitees. Subject to the limitations contained in this Agreement, Buyer shall indemnify and hold harmless the Company (prior to Closing), the Sellers and the Holder Representative, and each of their respective directors, officers, employees, agents, representatives, stockholders, successors, assigns and Affiliates (collectively, “Seller Indemnitees”) from and against any and all Losses incurred by them in connection with, caused by or resulting or arising out of any breach or inaccuracy of any representation or warranty of Buyer or Merger Sub set forth in this Agreement or the certificate provided pursuant to Section 6.1.6, or any failure of Buyer, Merger Sub or the Surviving Corporation (but in the case of the Surviving Corporation, only with respect to covenants, obligations or other agreements to be performed following Closing) to perform any covenant, obligation or other agreement of Buyer, Merger Sub or the Surviving Corporation contained in this Agreement and the costs of enforcing any Seller Indemnitees’ rights hereunder (collectively “Seller Losses”).
Indemnification of Seller Indemnitees. Subject to the other terms of this Article 4, Seller and Parent and their respective successors and permitted assigns, and the officers, employees, directors and stockholders of Seller, Parent and their respective affiliates, agents and representatives (collectively, the “Seller Indemnitees;” and together with the Acquiror Indemnitees, the “Indemnitees”), shall be indemnified by ITS and Acquisition Sub for the amount of any Damages actually incurred by a Seller Indemnitee arising out of, relating to or resulting from, directly or indirectly, any:
(a) breach of any representation or warranty made by ITS or Acquisition Sub in this Agreement or in any Related Agreement; or
(b) breach of any covenant or agreement of ITS or Acquisition Sub in this Agreement or in any Related Agreement.
Indemnification of Seller Indemnitees. 43 SECTION 8.4 Limitation on Indemnification Obligations..............................44 SECTION 8.5 Cooperation............................................................44 SECTION 8.6
Indemnification of Seller Indemnitees. Purchaser ------------------------------------- shall indemnify, save and keep Seller and its Affiliates, successors and permitted assigns, and their directors, officers, employees and agents, and the heirs, executors and personal representatives of each of the foregoing (each a "Seller Indemnitee" and collectively the "Seller Indemnitees"), harmless against and from all Damages sustained or incurred by any Seller Indemnitee on an after-Tax basis, as a result of or arising out of:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser to Seller herein or in the Schedules or in any other document or certificate executed in connection with the Closing;
(b) any breach by Purchaser, or failure of Purchaser to comply with, any of the covenants or obligations under this Agreement to be performed by Purchaser (including, without limitation, the obligations of Purchaser under this Article VIII); or
(c) the ownership or operation of the Business from and after the Closing.
Indemnification of Seller Indemnitees. Subject to the terms of Section 8.4 below, Buyer agrees to indemnify and hold Seller Indemnitees harmless from and against:
(a) any and all Adverse Consequences resulting from any misrepresentation, breach of representation or warranty or non-fulfillment of any covenant or agreement on the part of Buyer under the terms of this Agreement;
(b) any and all Adverse Consequences arising as a result of Buyer’s failure to discharge and perform the Assumed Liabilities or to perform the obligations of the Assumed Contracts following the Closing;
(c) any and all Adverse Consequences arising as a result of the ownership of the Acquired Assets or the use and operation of the Acquired Assets from and after the Closing Date, other than the Excluded Liabilities; and
(d) any Taxes imposed for taxable periods beginning after the Closing Date with respect to the Business or the Acquired Assets.
Indemnification of Seller Indemnitees. The Buyer shall indemnify, save and keep the Seller and Xxxx International and their respective successors and permitted assigns, and their respective directors, officers, employees and agents, and the heirs, executors and personal representatives of each of the foregoing (each a "Seller Indemnitee" and collectively the "Seller Indemnitees"), harmless against and from all Damages sustained or incurred by any Seller Indemnitee as a result of or arising out of:
(i) any inaccuracy in or breach of any representation and warranty made by the Buyer to the Seller herein or in any other document executed in connection with the Closing;
(ii) any breach by the Buyer, or failure of the Buyer to comply with, any of the covenants or obligations under this Agreement to be performed by the Buyer (including, without limitation, the obligations of the Buyer under this Section 8);
(iii) the operations, acts, omissions or status of Holding Company or either of the Targets, except to the extent the Seller is required to provide indemnification under Section 8(b) with respect to any Damages as a result of or arising out of events occurring or circumstances existing prior to the Closing Date; or
(iv) the IRB Guarantee.
Indemnification of Seller Indemnitees. Subject to the applicable provisions of this Article VII, from and after the Closing, Buyer will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) any breach by Buyer of its representations and warranties (or any alleged breach in connection with a Third-Party Claim) set forth in Article V; (b) any breach or nonfulfillment of any covenant or agreement on the part of Buyer under this Agreement; (c) any and all Transfer Taxes for which Buyer is responsible in accordance with Section 6.4(e) hereof; (d) any and all Taxes imposed on the Company or Amtran for any Tax period (or portion thereof) that begins after the Closing Date (determined in accordance with Section 6.4(b) for any Straddle Period); and (e) any information submitted prior to the Closing by Buyer to a Governmental Authority (including any information which not disclosed to such Governmental Authority, but which should have been properly disclosed) in connection with obtaining the Consent of such Governmental Authority to the transactions contemplated by this Agreement (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”).
Indemnification of Seller Indemnitees. From and after the Closing Date, Purchaser, and any Affiliate, shall indemnify, net of taxes, defend and hold harmless the Seller Indemnitees from and against and in respect of any Losses sustained, incurred or paid by any Seller Indemnitee in connection with, resulting from or arising out of: (a) any breach of a representation or warranty on the part of Purchaser or its Affiliates under this Agreement, (b) any breach or nonfulfillment of any covenant or agreement on the part of Purchaser or its Affiliates under this Agreement, or (c) any Assumed Liabilities. All of the representations and warranties made by Purchaser in this Agreement shall survive the Closing for a period of *** months, except for those contained in Sections 9(a), (b), (c), (d), (e) and (h), which shall survive indefinitely. If an indemnification claim made by any Seller Indemnitee under this Section 26 involves a third party claim, such Seller Indemnitee shall (i) promptly notify Purchaser in writing of all relevant information concerning the third party claim known to such Seller Indemnitee (provided that failure to so notify Purchaser will only relieve the indemnification obligation if and to the extent such failure results in material prejudice with respect to such third party claim) and (ii) give Purchaser full opportunity to control the defense of such third party claim (using counsel reasonably acceptable to such Seller Indemnitee); provided that the Seller Indemnitee can participate in any proceeding to defend such third party claim, represented by counsel of its choosing, at its own cost and expense. If, after notice thereof, Purchaser fails to promptly assume the defense of a third party claim for which indemnification is claimed hereunder, or, after having assumed defense of such claim, fails to diligently conduct such defense, the Seller Indemnitee can assume the defense thereof, and shall be indemnified for the cost and expense of such defense (to the extent such Seller Indemnitee is entitled to indemnification hereunder). No Seller Indemnitee may be bound by any compromise or settlement of a third party claim without its consent (which shall not be unreasonably withheld, delayed or conditioned), unless (i) the sole relief is monetary damages for which the Seller Indemnitee shall be fully indemnified and (ii) there is no finding or admission of any violation of law or rights of any person or entity. No Seller Indemnitee will be entitled to indemnification for a breach by Pur...
