Indemnification of the Sellers. The Purchaser agrees to indemnify and hold harmless each of the Sellers (collectively, the "Seller Indemnified Parties" and together with the Purchaser Indemnified Parties, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with the Purchaser Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to (a) any debts, claims, obligations or liabilities of Apple which become due, are incurred or are to be performed after the Closing ("Post-Closing Liabilities"), other than (i) any Post-Closing Liabilities arising out of or relating to any breach or default by Apple or either Seller of any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (ii) any Tax liability of the Sellers, Apple or Best Page relating to the period prior to the Closing Date or resulting from the transactions contemplated hereunder, or (b) any breach or default by the Purchaser of or under any of the representations, warranties, covenants, agreements, or other provisions of this Agreement or any agreement or document executed in connection herewith.
Indemnification of the Sellers. After the Closing, Purchaser agrees to indemnify, reimburse and hold harmless each Seller Group Member from and against any and all Losses incurred by any such Seller Group Member, directly or indirectly, in connection with or arising from:
(a) any breach of any representation or warranty of Purchaser in Article III (disregarding any materiality, “Purchaser Material Adverse Effect” or similar qualifications contained in such representations and warranties);
(b) any breach by Purchaser of any covenant to be performed by Purchaser hereunder; or
(c) any breach by the Company of any covenant to be performed by the Company hereunder following the Closing.
Indemnification of the Sellers. The Buyer hereby agrees to ------------------------------ indemnify and hold harmless each of the Sellers, any trustee of any Seller in his or her capacity as trustee and any beneficiary or trustee of any Seller in his or her capacity as such, and their respective successors, assigns, agents and Affiliates (collectively, the "Seller Indemnitees") against all Losses ------------------ actually incurred as a result of, or attributable to (i) any inaccuracy in, or breach of, any representation, warranty, covenant or agreement made by the Buyer in this Agreement or (ii) by reason of any act or failure to act by the Buyer, its Affiliates its successors or assigns or, after the Closing Date, by the Company or any Subsidiary, in connection with the ownership of the Company or any Subsidiary or the operation of the Business after the Closing Date; provided -------- that in no event shall the Buyer be liable for loss of profits or consequential damages.
Indemnification of the Sellers. Subject to the limitations set forth in this Agreement, the Purchasers, jointly and severally, shall indemnify, defend and hold the Sellers and their respective Affiliates (other than any of SHLX Indemnified Parties) and their respective securityholders, directors, officers, agents, representatives and employees (the “Seller Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by the Seller Indemnified Parties as a result of or arising out of (a) any breach or inaccuracy of a representation or warranty of a Purchaser in this Agreement or (b) any breach of any agreement or covenant on the part of a Purchaser made under this Agreement or in connection with the transactions contemplated hereby or thereby. Any indemnification provided pursuant to this Agreement shall not be duplicative of any indemnification provided pursuant to the Omnibus Agreement.
Indemnification of the Sellers. The Buyers will indemnify and hold the Seller, its Affiliates, directors, officers, employees and agents and Xxxxxx (collectively, the "Seller Parties") harmless from any and all Losses that any Seller Party may suffer or incur as a result of or relating to:
(a) the breach of any representation or warranty made by the Buyers in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach (and, for the purposes of determining under this Section 6.2(a) whether there is a breach of any representation or warranty and the amount of any Losses therefrom, the Buyers will be deemed to make all of their representations and warranties herein on behalf of their affiliated legal predecessors, and "Losses" shall include any Losses suffered or incurred as a result of any act or omission by any such legal predecessors);
Indemnification of the Sellers. In addition to other indemnity expressly provided in this Agreement, the Sellers’ sole indemnity under this Agreement is to rescind the agreement and request for delivering back of any and all Share as delivered to the Purchaser.
Indemnification of the Sellers. From and after the Closing ------------------------------ Date, the Buyer will indemnify, defend, and hold harmless each of the Sellers and its representatives, agents, and affiliates from, against, and in respect of all Damages arising out of, relating to, or resulting from (a) any material inaccuracy or material breach of any of the written representations or warranties of the Buyer made in or pursuant to this Agreement or the Transaction Documents; (b) the material breach of any covenant, obligation, or agreement of the Buyer to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; or (c) any material misrepresentation or the omission of any material fact (including without limitation those facts required to make the facts otherwise set forth not be misleading) in this Agreement or the Transaction Documents (including all exhibits and schedules hereto and thereto); provided, that no indemnification will be owed hereunder in any case where it is determined that Damages result solely from the negligence, willful misconduct, or bad faith of the Sellers, either of the Companies or B and G Services (pre- Closing); provided, further, that the Buyer 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 Buyer.
Indemnification of the Sellers. Global agrees to indemnify and hold ------------------------------ harmless the Sellers and the Company and each officer, director, shareholder or affiliate of the Company (including the Shareholders), from and against any Indemnifiable Costs arising out of any material misrepresentation, breach or default by Global or Newco of or under any of the covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith. In addition, the Company and Global shall indemnify the Sellers for any payment or satisfaction of any guarantees by the Sellers of the Company's obligations occurring after the Closing Date.
Indemnification of the Sellers. Subject to the limitations set forth in Article VII hereof, Purchaser shall indemnify and hold harmless each of the Sellers, its Affiliates and successors to the foregoing and the respective Representatives of each such indemnified Person (collectively, the “Seller Indemnified Parties”) from and against any and all Losses paid, suffered or incurred by any Seller Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to:
(a) the inaccuracy in or any breach of, as of the date of this Agreement or the Closing Date, any representation or warranty made by Purchaser in this Agreement in any of the Transaction Documents or in any certificate delivered by Purchaser pursuant to Section 6.3 of this Agreement;
(b) any failure by Purchaser to perform or fulfill any of its covenants or agreements required to be performed by Purchaser under this Agreement or the Transaction Documents;
(c) any Assumed Liability;
(d) The Purchaser Chargebacks and the Purchaser Returns; and
(e) any claim for a commission or similar fee brought or made by any Person who may have been hired by Purchaser as an investment adviser, agent, broker or finder in connection with the transactions contemplated by this Agreement.
Indemnification of the Sellers. (a) From and after the Closing, Buyer and Parent will indemnify, defend and hold the Sellers, including without limitation, all Affiliates and successors, directors, managers, officers, employees, and agents of the Sellers and the Company (collectively, “Seller Indemnified Parties”) harmless from any and all Losses that any Seller Indemnified Party may, directly or indirectly, suffer, sustain, become subject to or incur as a result of, arising from or relating to:
(i) any misrepresentation in or breach of any representation or warranty made by Buyer or Parent in this Agreement or in any schedule, certificate or instrument delivered pursuant hereto;
(ii) any breach of any covenant or agreement made by Buyer or Parent in this Agreement; and
(iii) any fraud on the part of Buyer or Parent.
