Indemnity of the Sellers. Each of the Sellers severally, agrees to defend, indemnify and hold harmless the Company and the Shareholder from and against, and to reimburse the Company and the Shareholder with respect to, all Losses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Company or the Shareholder by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the applicable Seller or in any document or certificate delivered by the applicable Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that each Seller shall have responsibility hereunder only for the representations and warranties made by such Seller.
Indemnity of the Sellers. Each of the Sellers agrees to jointly and severally defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the applicable Seller or in any document or certificate delivered by the applicable Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby, it being understood that each Seller shall have responsibility hereunder only for the representations and warranties made by such Seller. All claims to be asserted hereunder must be made by the first anniversary of the Closing.
Indemnity of the Sellers. The Sellers, jointly and severally, will hold harmless, reimburse and indemnify each Buyer Indemnitee from and against any and all liabilities and any and all claims, judgements, causes of action, liabilities, obligations, damages, losses, deficiencies, penalties, interest, fees, costs, expenses (including, without limitation, the fees costs, and expenses of accountants, appraisers, attorneys, consultants, and expert witnesses, court costs, costs of defense, and costs of investigation), and losses (including, without limitation, but without duplication, any loss in value of the Subject Assets, any decrease in value or the prospects of the Business, and any loss of profit) (collectively, "Buyer Losses") arising out of, based upon, attributable to, resulting from, or in connection with each of the following (each a "Buyer Indemnifiable Event")
(a) any breach of any representation, warranty, or other statement made by or on behalf of any of the Sellers in or pursuant to this Agreement or any other Related Writing, provided, however, that indemnification for a breach of the Transitional Services Agreement shall be subject solely to the limitations set forth in the Transitional Services Agreement;
(b) Any failure or omission on the part of any of the Sellers to disclose any fact the disclosure of which is necessary to make any representation, warranty, or other statement referred to in the next preceding clause (a) not misleading under the circumstances under which such representation, warranty, or other statement was made;
(c) any failure or omission on the part of any of the Sellers to perform or observe any covenant contained in this Agreement or any other Related Writing and that is such entities part to be complied with, provided, however, that indemnification for a breach of the Transitional Services Agreement shall be subject solely to the limitations set forth in the Transitional Services Agreement;
(d) any breach of the Non-Competition Agreement by the Sellers or their Subsidiaries or Affiliates, except for National City Corporation and/or its affiliates or subsidiaries other than NPI and its Subsidiaries, attached hereto as Exhibit B;
(e) any Loss relating to any Legal Proceedings pending against the Subject Assets as of the Closing Date;
(f) any breach of the Sublease Agreement;
(g) any breach of the Transitional Services Agreement by the Sellers or their Subsidiaries or Affiliates, except for National City Corporation and/or its affiliates or subsid...
Indemnity of the Sellers. Each of the Sellers and Solar Touch agrees to jointly and severally defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the applicable Seller Solar Touch or in any document or certificate delivered by the applicable Seller or Solar Touch pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that each Seller or Solar Touch shall have responsibility hereunder only for the representations and warranties made by such Seller or Solar Touch. All claims to be asserted hereunder must be made by the first anniversary of the Closing.
Indemnity of the Sellers. Each Seller agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all losses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by such Seller or in any document or certificate delivered by such Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that such Seller shall have responsibility hereunder only for the representations and warranties made by such Seller.
Indemnity of the Sellers. The Sellers hereby jointly and severally agree to indemnify, hold harmless and reimburse Buyer and Parent and their respective directors, officers, agents and employees from and against any and all claims, liabilities, losses, damages and expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of the Sellers
Indemnity of the Sellers. The Sellers agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Sellers by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of the Sellers. If any of the Sellers are in breach of any of the Warranties contained in Section 6. hereof or of any other provision contained herein, the Sellers, jointly and severally, shall indemnify and hold the Purchaser harmless for a period of twelve (12) months against all damage, loss, liability or expense (including, without limitation, reasonable expenses of investigation and attorneys' fees). 16
Indemnity of the Sellers. The Sellers agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Sellers by reason of, arising out of, or in connection with any material breach of any representation, warranty or agreement contained in this Agreement and made by the Sellers or in any document or certificate delivered by the Sellers pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided that any representation or warranty that is itself qualified as to materiality shall not be deemed so qualified for purposes of this Section 4.2.
Indemnity of the Sellers. Each of the Sellers severally, agrees to defend, indemnify and hold harmless the Company, Braun and the Shareholder from and against, and to reimburse the Compxxx xnd the Shareholder with respect to, all Losses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Company, Braun or the Shareholder by reason of, arising out of, or in connectixx xxth any material breach of any representation or warranty contained in this Agreement and made by the applicable Seller or in any document or certificate delivered by the applicable Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that each Seller shall have responsibility hereunder only for the representations and warranties made by such Seller.
