Indemnity by the Buyer. The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.
Indemnity by the Buyer. Following the Closing, the Buyer shall indemnify the Sellers and their affiliates and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.
Indemnity by the Buyer. Subject to the terms and conditions of this Section 11, the Buyer agrees to indemnify, defend and hold each Selling Entity and its Affiliates (collectively, for purposes of this Section 11, the "Seller Indemnified Parties") harmless from and with respect to any and all Losses, to the extent such Losses result directly or indirectly from any of the following:
(i) the inaccuracy of any representation or warranty made by the Buyer in or pursuant to this Agreement (including the Schedules and Exhibits hereto) or any other statement, certificate or other instrument delivered pursuant hereto; provided, however, that the Buyer shall be liable under this Section 11.2(i) in respect of Losses only to the extent the aggregate of such Losses exceeds $100,000 in which case the Buyer shall be liable under this 11.2(i) for the amount of such Losses in excess of $100,000;
(ii) any failure or any breach by the Buyer of any covenant, obligation or undertaking made by the Buyer in or pursuant to this Agreement (including the Schedules and Exhibits hereto) or any other statement, certificate or other instrument delivered pursuant hereto, including any breach of the Buyer's agreement to assume the Assumed Obligations pursuant to Section 2;
(iii) any claims against, or debts, liabilities or obligations of the Buyer, whether or not relating to the Acquired Assets or the operation of the Business after the Closing, unless such debt, liability or obligation is one for which the Seller has agreed to indemnify Buyer hereunder; and
(iv) any claim for any brokerage commissions asserted by any broker as a result of any action by the Buyer.
Indemnity by the Buyer. The Buyer agrees that it will indemnify and hold the Seller from all Seller Indemnified Liabilities. For this purpose, “Seller Indemnified Liabilities” incurred by the Seller means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, personal income taxes of Seller incurred by Seller in connection with the purchase of CEII’s Shares from the Company and the sale of such shares to Purchaser under this Agreement, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Seller, arising from, in connection with or as a result of (a) Seller’s performance of its obligations under this Agreement and the School Agreements; or (b) any default or breach in the performance of any of the covenants or agreements made by the Buyer in this Agreement.
Indemnity by the Buyer. Subject to the overall limitations, minimum amounts and time limitations set forth in Section 9.5 hereof, the Buyer agrees to indemnify and hold the Sellers and its Affiliates harmless from and with respect to any and all Losses related to or arising from, directly or indirectly, any failure or any breach by the Buyer of any representation or warranty, covenant, obligation or undertaking made by the Buyer in this Agreement, any Schedule or Exhibit hereto, or any other certificate or other instrument delivered pursuant hereto.
Indemnity by the Buyer. From and after the Closing, the Buyer shall be liable for, and shall indemnify the Seller and Sponsor and their respective subsidiaries and each of their directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee:
(a) by reason of, arising out of or otherwise in respect of (i) any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the disclosure schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or (ii) a failure to perform or observe any covenant, agreement or obligation of, the Buyer Entities in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer Entities;
(b) with respect to any fees, expenses or other payments incurred or owed by the Buyer Entities to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the transactions contemplated by this Agreement; or
(c) with respect to any payments made by the Sponsor and its subsidiaries, other than Buyers and its subsidiaries, under the Credit Facility after the Closing.
Indemnity by the Buyer. The Buyer and Dxxxxxxxx, jointly and severely, agree that they will indemnify and hold the Seller and its officers, directors, employees and agents harmless (collectively, the “Seller Indemnitees”) from all Seller Indemnified Liabilities. For this purpose, “Seller Indemnified Liabilities” incurred by the Seller means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Seller, arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Buyer in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by the Buyer or Dxxxxxxxx in this Agreement; or (c) the operation of the Business or the Assets prior to and after the Closing Date.
Indemnity by the Buyer. The Buyer agrees that it will indemnify and hold the Seller and its officers, directors, employees and agents harmless (collectively, the “Seller Indemnitees”) from all Seller Indemnified Liabilities. For this purpose, “Seller Indemnified Liabilities” incurred by the Seller means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Seller, arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Buyer in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by the Buyer in this Agreement; or (c) the use of the Assets after the Closing Date.
Indemnity by the Buyer. The Buyer agrees to indemnify and hold Seller harmless from and with respect to any and all Losses related to, or arising directly or indirectly out of, any failure to perform or breach by the Buyer of any representation or warranty, covenant, obligation or undertaking made by the Buyer in any Transaction Document (including the Schedules and Exhibits hereto and thereto), or in any other statement, certificate or other instrument delivered pursuant hereto and as a result of Buyer's ownership and operation of the Business following Closing.
Indemnity by the Buyer. Subject to Section 9.1, the last sentence of this Section 9.3 and Section 9.7, the Buyer hereby agrees to indemnify, defend and hold harmless the Company and its directors, officers, stockholders, agents and Affiliates against and in respect of all liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action) arising out of any claim, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated in respect of any matter (collectively, "Company Losses") that results from:
(a) the breach of any representation or warranty made by Buyer herein, or resulting from any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant of the Buyer, contained herein or in any agreement or instrument required to be entered into in connection herewith or from any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by the Buyer hereunder;
(b) any Assumed Liability from and after the Closing; or
(c) the use, ownership, possession or operation of any Acquired Assets, or actions taken by, or omitted to be taken by, the Buyer or its Affiliates from and after the Closing. In the event that the Buyer is obliged to indemnify the Company under both subsection (a) and subsection (b) of this Section 9.3, the Buyer's obligations under subsection (b) shall be controlling and the limitations provided in Section 9.1 hereof relating to their obligations in respect of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty or nonfulfillment of an agreement or covenant as described in Section 9.3(a), shall not apply. The Company shall provide the Buyer written notice for any claim made in respect of the indemnification provided in this Section 9.3, whether or not arising out of a claim by a third party. The Buyer shall not be liable under this Section 9.3 in respect of any Company Losses until the aggregate of such Company Losses exceeds $100,000 (and then only for any amounts in excess of $50,000). In no event shall the Buyer be obligated to indemnify the Company for amou...
