Common use of Indemnification Provisions for Benefit of Seller Clause in Contracts

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).

Appears in 4 contracts

Samples: Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Gaylord Entertainment Co /De)

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Indemnification Provisions for Benefit of Seller. In the event of any breach of Purchaser breaches any representations, warranties, covenants or agreements of Purchaser contained herein, and provided Seller issues a Claim Notice within the applicable any survival period, then, subject to the terms hereof, then Purchaser agrees to indemnify Seller, GEC Seller and their its 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 (or the alleged breach), subject to the terms of this Article 10. In addition, Purchaser agrees to shall 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 Company and their the Mainland Subsidiaries following the Closing (subject to the representations, warranties, covenants or and other agreements of GEC or Xxxxxxx and Seller set forth herein) (for the avoidance of doubt, any claims pursuant to this sentence shall not be subject to the Cap or Deductible set forth in Section 10.6 of this Agreement).

Appears in 1 contract

Samples: Stock Purchase Agreement (Leucadia National Corp)

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