Common use of Indemnification of the Buyer and the Company Clause in Contracts

Indemnification of the Buyer and the Company. (a) From and after the Closing Date, the Sellers will indemnify, defend, and hold harmless the Buyer and the Company and its officers, directors, shareholders, representatives, agents, and affiliates from, against, and in respect of all third party claims, liabilities, actions, suits, proceedings, assessments, judgments, losses, damages, costs, and expenses (including interest, penalties, and reasonable accountants', experts', and attorneys' fees and disbursements) (collectively, "Damages"), arising out of, relating to, or resulting from (i) any material inaccuracy or material breach of any of the written representations or warranties or the Sellers made in or pursuant to this Agreement or the Transaction Documents; (ii) the material breach of any covenant, obligation, or agreement of the Sellers to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; (iii) any material misrepresentation, or the omission of any material fact (including without limitation, those facts required to make the facts otherwise set forth not misleading), in this Agreement or the Transaction Documents (including all Exhibits and Schedules hereto and thereto); (iv) the operation of the business of the Company prior to July 1, 1996, or the acts or omissions of any of the Company's officers, directors, shareholders, agents, or representatives prior to the Closing in connection with the operation of the Company's business except for the fiscally related matters which include, without limitation, accounts payable, accounts receivables, debts and obligations of the Company from July 1, 1996 and Closing; (v) any and all taxes of any nature incurred by the Company prior to July 1, 1996; (vi) the relationship with On-Line Reservations Systems, Inc. or the Agreement by and between On-Line Reservations Systems, Inc., a California corporation, and the Company dated September 15, 1994; (vii) with regard to the Sellers, any personal taxes incurred on or prior to the Closing Date, provided that no indemnification will be owed hereunder in any case where it is determined that Damages result solely from the gross negligence, willful misconduct, or bad faith of the party to be indemnified; and (viii) the Company's Employee Benefit Plans and any other employee benefit agreement described in Section 5.14 hereinabove; provided, further, that the Sellers will not be liable for indemnification hereunder in respect of any breach of any warranty, representation, covenant, obligation, or agreement, or any material misrepresentation or omission, that is not made or is not to be performed by the Company or the Sellers. (b) Sellers, jointly and severally, will indemnify and hold harmless Buyer for any and all undisclosed accounts payable or liabilities not listed on Schedule 8.6 subject to the provisions of Section 2.2(f).

Indemnification of the Buyer and the Company. (a) From and after the Closing Date, the Sellers will indemnify, defend, and hold harmless the Buyer and the Company and its officers, directors, shareholders, representatives, agents, and affiliates from, against, and in respect of all third party claims, liabilities, actions, suits, proceedings, assessments, judgments, losses, damages, costs, and expenses (including interest, penalties, and reasonable accountants', experts', and attorneys' fees and disbursements) (collectively, "Damages"), arising out of, relating to, or resulting from (i) any material inaccuracy or material breach of any of the written representations or warranties or the Sellers made in or pursuant to this Agreement or the Transaction Documents; (ii) the material breach of any covenant, obligation, or agreement of the Sellers to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; (iii) any material misrepresentation, or the omission of any material fact (including without limitation, those facts required to make the facts otherwise set forth not misleading), in this Agreement or the Transaction Documents (including all Exhibits and Schedules hereto and thereto); (iv) the operation of the business of the Company prior to July February 1, 1996, or the acts or omissions of any of the Company's officers, directors, shareholders, agents, or representatives prior to the Closing in connection with the operation of the Company's business except for the fiscally related matters which include, without limitation, accounts payable, accounts receivablesreceivable, debts and obligations of the Company from July February 1, 1996 and to Closing; (v) any liabilities or responsibilities that remain with Company or Sellers or come into existence after Closing which result from the Company's purchase of all the partnership interests in the Xxxxx Epic partnership or may arise independently from its individual partners; (vi) any and all taxes of any nature incurred by the Company prior to July 1January 31, 1996; (vivii) the Company's ownership of real estate in Mexico, including but not limited to [Address]; (viii) unlawful, authorized, unauthorized or ultra xxxxx --------- actions of any employees prior to Closing; (ix) the relationship with On-Line Reservations Reservation Systems, Inc. or the Agreement by and between On-Line Reservations Reservation Systems, Inc., a California corporationCorporation, and the Company Epic Enterprises of Nevada, Inc. dated September 15, 1994; (viixi) with regard to the Sellers, any personal taxes incurred on or prior to the Closing Date, provided that no indemnification will be owed hereunder in any case where it is determined that Damages result solely from the gross negligence, willful misconduct, or bad faith of the party to be indemnified; and (viiixii) the Company's Employee Benefit Plans and any other employee benefit agreement described in Section 5.14 hereinabove; provided, further, that the Sellers will not be liable for indemnification hereunder in respect of any breach of any warranty, representation, covenant, obligation, or agreement, or any material misrepresentation or omission, that is not made or is not to be performed by the Company or the Sellers. (b) Sellers, jointly and severally, will indemnify and hold harmless Buyer for any and all undisclosed accounts payable or liabilities not listed on Schedule 8.6 subject to the provisions of Section 2.2(f).

Indemnification of the Buyer and the Company. (a) From and after the Closing Date, the Sellers Seller will indemnify, defend, and hold harmless the Buyer and the Company and its their respective officers, directors, shareholders, representatives, agents, and affiliates from, against, and in respect of all third party claims, liabilities, actions, suits, proceedings, assessments, judgments, losses, damages, costs, and expenses (including interest, penalties, and reasonable accountants', experts', and attorneys' fees and disbursements) (collectively, "Damages"), arising out of, relating to, or resulting from (i) any material inaccuracy or material breach of any of the written representations or warranties or of the Sellers Seller made in or pursuant to this Agreement or the Transaction Documents; (ii) the material breach of any covenant, obligation, or agreement of the Sellers Seller to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; (iii) any material misrepresentation, or the omission of any material fact (including without limitation, those facts required to make the facts otherwise set forth not misleading), in this Agreement or the Transaction Documents (including all Exhibits and Schedules hereto and thereto); (iv) the operation of the business of the Company prior to July 1, 1996the Closing, or the acts or omissions of any of the Company's officers, directors, shareholders, agents, or representatives prior to the Closing in connection with the operation of the Company's business except for the fiscally related matters which include, without limitation, accounts payable, accounts receivables, debts and obligations of the Company from July 1, 1996 and Closingbusiness; (v) any and all taxes of any nature incurred by the Company or the subsidiaries prior to July 1December 31, 19961995; (vi) the relationship with On-Line Reservations Systems, Inc. or the Agreement by and between On-Line Reservations Systems, Inc., a California corporation, and the Company dated September 15, 1994; (vii) with regard to the SellersSeller, any personal taxes incurred on or prior to the Closing Date; and (vii) from Xxxxx Xxxxxxx as a shareholder of the Company, including but not limited to any claims related to the Stock Purchase Agreement dated as of October 5, 1995 between Xxxxx Xxxxxxx and the Company; and (viii) the termination by Seller, without Buyer's consent, of certain of the Company's employees prior to the Closing, provided that no indemnification will be owed hereunder in any case where it is determined that Damages result solely from the gross negligence, willful misconduct, or bad faith of the party to be indemnified; and (viii) the Company's Employee Benefit Plans and any other employee benefit agreement described in Section 5.14 hereinabove; provided, further, that the Sellers Seller will not be liable for indemnification hereunder in respect of any breach of any warranty, representation, covenant, obligation, or agreement, or any material misrepresentation or omission, that is not made or is not to be performed by the Company or the SellersSeller. (b) Sellers, jointly and severally, Seller will indemnify and hold harmless Buyer for any and all undisclosed accounts payable or liabilities not listed on Schedule 8.6 8.5 which subsequently come to the attention of the Buyer subject to the provisions of Section 2.2(f)2.5.

Indemnification of the Buyer and the Company. (a) From and after the -------------------------------------------- Closing Date, the Sellers Sellers, jointly and severally, will indemnify, defend, and hold harmless the Buyer and the Company and its their respective officers, directors, shareholdersmembers, representatives, agents, and affiliates from, against, and in respect of all third party claims, liabilities, actions, suits, proceedings, assessments, judgments, losses, damages, costs, and expenses (including interest, penalties, and reasonable accountants', experts', and attorneys' fees and disbursements) (collectively, "Damages"), arising out of, relating to, or resulting from (ia) any material inaccuracy or material breach of any of the written representations or warranties of the Company, the Subsidiary or any of the Sellers made in or pursuant to this Agreement or the Transaction Documents; (iib) the material breach of any covenant, obligation, or agreement of any of the Sellers to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; (iiic) any material misrepresentation, or the omission of any material fact (including without limitation, limitation those facts required to make the facts otherwise set forth not be misleading), in this Agreement or the Transaction Documents (including all Exhibits exhibits and Schedules schedules hereto and thereto); or (ivd) the operation of the business of the Company prior to July 1, 1996, or the acts or omissions of any of the Company's or the Subsidiary's officers, directors, shareholdersmembers, agents, employees or representatives prior to the Closing in connection with the operation of the Company's business except for the fiscally related matters which include, without limitation, accounts payable, accounts receivables, debts and obligations of the Company from July 1, 1996 and Closing; (v) any and all taxes of any nature incurred by the Company prior to July 1, 1996; (vi) the relationship with On-Line Reservations Systems, Inc. or the Agreement by and between On-Line Reservations SystemsSubsidiary's business other than in the ordinary course of business or in accordance with normal industry practices; provided, Inc., a California corporation, and the Company dated September 15, 1994; (vii) with regard to the Sellers, any personal taxes incurred on or prior to the Closing Date, provided that no indemnification will be owed hereunder in any case where it is determined that Damages result solely from the gross negligence, willful misconduct, or bad faith of the party to be indemnified; and (viii) the Company's Employee Benefit Plans and any other employee benefit agreement described in Section 5.14 hereinabove; provided, further, that the Sellers will not be liable for indemnification hereunder in respect of any breach of any warranty, representation, covenant, obligation, or agreement, or any material misrepresentation or omission, that is not made or is not to be performed by the Company Company, the Subsidiary or the Sellers. (b) Sellers, jointly and severally, will indemnify and hold harmless Buyer for any and all undisclosed accounts payable or liabilities not listed on Schedule 8.6 subject to the provisions of Section 2.2(f).