Indemnification Provisions for Benefit of Seller. (a) Buyer shall indemnify and hold Seller harmless from and against all Adverse Consequences whatsoever arising out of or resulting from:
Indemnification Provisions for Benefit of Seller. (i) In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that Seller makes a written claim for indemnification against Buyer within such survival period, then Buyer agrees to indemnify Seller from and against the entirety of any Adverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Buyer shall not have any obligation to indemnify Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Buyer until Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold at which point Buyer will be obligated thereafter to indemnify Seller and against all such Adverse Consequences. The $50,000 aggregate threshold shall not be applicable to a breach of Sections 4.5, 3.25, or 8.1, the Purchase Price Adjustments, the Post Closing Adjustments, or under the Services Agreement.
Indemnification Provisions for Benefit of Seller. From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and each of their members, managers, partners and Representatives (the “Seller Indemnified Parties”) from and against any and all Damages incurred or suffered as a result of, relating to or arising out of:
Indemnification Provisions for Benefit of Seller. In the event Buyer breaches any of its representations, warranties, or covenants contained herein, it shall so notify Seller and provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 10 below within such survival period, then buyer agrees to indemnify Seller from and against the entirety of any Adverse Consequences Seller shall suffer through and after the date of the claim for indemnification caused by the breach. (d)
Indemnification Provisions for Benefit of Seller. (a) In the event Purchaser breaches any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement and provided that Seller makes a written claim for indemnification against Purchaser, then Purchaser agrees to indemnify Seller from and against the entirety of any Damages Seller or any of its Affiliates suffer resulting from, arising out of, relating to or caused by such breach.
Indemnification Provisions for Benefit of Seller. In the event of any breach of any representations, warranties, covenants or agreements of Purchaser contained herein, and provided Seller issues a Claim Notice within the applicable survival period, then, subject to the terms hereof, Purchaser agrees to indemnify Seller, GEC and their Affiliates and each of their respective officers, directors, members, partners, managers and employees (collectively, “Seller Indemnified Parties”) from and against any Losses through and after the date of the claim for indemnification that are imposed on or incurred by Seller Indemnified Parties that result from, arise out of, relate to, or are caused by the breach, subject to the terms of this Article 10. In addition, Purchaser agrees to indemnify the Seller Indemnified Parties from and against any Losses that are imposed on or incurred by the Seller Indemnified Parties to the extent arising from or out of the operations of the Companies and their Subsidiaries following the Closing (subject to the representations, warranties, covenants or other agreements of GEC or Seller set forth herein).
Indemnification Provisions for Benefit of Seller. Provided that Seller makes a written claim for indemnification against Buyer within the applicable survival period, Buyer agrees to indemnify, hold harmless and defend Seller, Seller’s Affiliates, directors, officers, members, attorneys, accountants, agents and employees, and their respective heirs, successors and assigns (each a “Seller Indemnified Party”) from and against all Damages Seller suffers arising from or in connection with: (i) any breach by Buyer of its representations, warranties, or covenants set forth herein or in any Ancillary Agreement or certificate delivered by Buyer pursuant to this Agreement or any of the Ancillary Agreements; (ii) any liability arising out of the ownership or operation of the Purchased Assets subsequent to the Closing Date other than the Retained Liabilities; (iii) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss”, as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Buyer subsequent to the Closing; (iv) any products liability claims in connection with any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the Closing Date or by Buyer, in whole or in part, after the Closing Date in each case where the injury occurred after the Closing Date, and (v) any Assumed Liabilities. Buyer shall use its commercially reasonable efforts to obtain for Seller any actual recovery of insurance proceeds under Buyer’s insurance policies, and any payments from any other responsible Persons who are not insurers, parties to this Agreement or Affiliates of any of them, with respect to matters for which Seller is indemnified.
Indemnification Provisions for Benefit of Seller. (a) In the event Buyer breaches any of its representations, warranties and/or covenants contained in this Agreement, and, if there is an applicable survival period pursuant to this Agreement, provided that Seller makes a written claim for indemnification against Buyer pursuant to §7.5 below within such survival period, then Buyer agrees to indemnify Seller from and against the entirety of any Loss or Damages Seller may suffer through and after the date of the claim for indemnification (including any Loss or Damages Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for Benefit of Seller. Each of News Corporation, MCI and ASkyB, jointly and severally, shall indemnify Seller, and its shareholders, officers, directors, employees, agents and Affiliates and hold each of them harmless from and against and in respect of any Damages directly or indirectly incurred by any of them as a result of any breach of a representation, warranty, covenant or agreement of News Corporation, ASkyB, the ASkyB Buyer, MCI or the MCI Buyer made hereunder other than Section 4(g)(i), if any Damages suffered as a result thereof are recoverable under Seller's title insurance policy.
Indemnification Provisions for Benefit of Seller. (a) If the Closing occurs, Buyer agrees from and after the Closing to indemnify Seller Indemnitees from and against any Losses actually suffered or incurred by them, or any of them, arising out of or related to:
