Common use of Indemnity by the Seller Clause in Contracts

Indemnity by the Seller. From and after the Closing, the Seller agrees to indemnify, defend and hold the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents harmless from any loss, cost, expense, action, suit, proceeding, claim, penalty, fine, deficiency, obligation, liability, amount paid in settlement, Tax, judgment or damage, including court costs and reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses (any of which are hereafter referred to as a “Loss” and collectively as the “Losses”; provided, however Losses shall not include any punitive damages or any special, incidental, indirect, or consequential damages of any kind or nature (including loss of revenue, income or profits, or loss in value of assets or securities), except to the extent awarded in respect of a Third-Party Claim (as defined below) or actually expended or incurred by the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents, arising out of or resulting from (i) any breach of a representation or warranty by the Seller in this Agreement or any certificate or document delivered by the Seller pursuant hereto, (ii) any nonfulfillment of any covenant or agreement on the part of the Seller under this Agreement or any certificate or document delivered by the Seller pursuant hereto, or (iii) all actions or omissions of the Seller or the Company or events occurring or conditions existing on or prior to the Closing Date associated with the conduct of the Business or other operations of the Company on or prior to the Closing Date. Notwithstanding anything to the contrary set forth herein, the remedies of the Purchaser in connection with a Rescinded License shall be exclusively those set forth in Section 1.3.

Indemnity by the Seller. From and after the Closing, the The Seller agrees to indemnify, defend indemnify and hold the Purchaser Buyer and its Affiliates (including the Company) and its affiliates and their respective employees, officers, directors directors, employees and agents and (collectively, the “Buyer Indemnitees”) harmless from all Liabilities incurred or suffered by any lossof the Buyer Indemnitees. For this purpose, cost“Liabilities” shall mean all suits, expenseproceedings, actionclaims, suitexpenses, proceedinglosses, claimcosts, penaltyliabilities, finejudgments, deficiencydeficiencies, obligationassessments, liabilityactions, amount paid in settlementinvestigations, Taxpenalties, judgment or damagefines, settlements, interest and damages (including court costs and reasonable accountants’ and attorneys’ fees and other investigatory fees expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and out-of-pocket expenses (whether raised by the parties hereto or a third party, incurred or suffered by the Buyer Indemnitees or any of which are hereafter referred to them arising from, in connection with or as a “Loss” and collectively as the “Losses”; provided, however Losses shall not include any punitive damages or any special, incidental, indirect, or consequential damages result of any kind or nature (including loss of revenue, income or profits, or loss in value of assets or securities), except to the extent awarded in respect of a Third-Party Claim (as defined below) or actually expended or incurred by the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents, arising out of or resulting from (ia) any breach of a false or inaccurate representation or warranty made by or on behalf of the Seller in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement or any certificate the Ancillary Agreements; (c) the operation of the Subject Assets and the Business prior to the Closing Time; or document delivered by the Seller pursuant hereto, (iid) any nonfulfillment of any covenant obligation or agreement on the part liability of the Seller under this Agreement or which is not an Assumed Liability, including, but not limited to, any certificate or document delivered by Liabilities arising out of the Seller pursuant hereto, or (iii) all actions or omissions claims of creditors of the Seller or the Company any party claiming by, through or events occurring under such creditor, including, but not limited to, any bankruptcy trustee or conditions existing on or prior to the Closing Date associated with the conduct of the Business or other operations of the Company on or prior to the Closing Date. Notwithstanding anything to the contrary set forth herein, the remedies of the Purchaser in connection with a Rescinded License shall be exclusively those set forth in Section 1.3debtor-in-possession.

Indemnity by the Seller. From The Seller and after the ClosingMembers, the Seller agrees to jointly and severally, shall indemnify, defend defend, protect and hold the Purchaser and its Affiliates (including the Company) and its and their respective employeesmembers, managers, officers, directors employees, agents and agents affiliates harmless from any lossand against all losses, costdamages, expensedebts, actionliabilities, suitobligations, proceedingdeficiencies, claimpenalties, penaltyinterest, fineamounts paid in connection with claims, deficiency, obligation, liability, amount amounts paid in settlement, Tax, judgment or damagecosts (including court costs) and expenses, including court costs and reasonable accountantsattorneys’ and attorneysother professionals’ fees and disbursements and other investigatory fees and out-of-pocket expenses amounts paid or incurred in connection with the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any of which loss, except for losses that are hereafter referred to as a “Loss” and collectively as the punitive damages (other than punitive damages included in claims by third parties) (“Losses”; provided, however Losses shall not include any punitive damages or any special, incidental, indirect, or consequential damages of any kind or nature (including loss of revenue, income or profits, or loss in value of assets or securities), except to the extent awarded in respect of a Third-Party Claim (as defined below) incurred or actually expended or incurred suffered by the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents, arising out of of, relating to, or resulting from (ia) any breach of a representation or warranty made by the Seller in this Agreement Agreement, (b) any breach of the covenants or any certificate or document delivered agreements made by the Seller pursuant heretoin this Agreement, (iic) any nonfulfillment of any covenant or agreement on the part obligations and liabilities of the Seller under this Agreement or relating to any certificate or document delivered by the Seller pursuant hereto, or (iii) all actions or omissions of the Seller or the Company or events occurring or conditions default existing on or prior to the Closing Date associated by the Seller under any agreement to which the Seller and/or Members are a party, (d) any claims by any third parties with respect to the conduct Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with or other operations with respect to the operation of the Company on or Business prior to the Closing Date, or (f) any Excluded Asset or Excluded Liability. Notwithstanding anything The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the contrary set forth hereinClosing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the remedies of the Purchaser in connection with a Rescinded License “Seller Fundamental Representations”) shall be exclusively those set forth in Section 1.3survive indefinitely.