Joint and Several Indemnity. Each Guarantor hereby agrees, jointly and severally with each other Guarantor, to pay and assume all risk of, and to defend, indemnify and hold harmless each Beneficiary and all of its Related Parties from and against, any and all claims, damages, liabilities, losses, costs and expenses (including all fees and disbursements of legal counsel, whether or not suit is brought) arising from, based on or relating in any manner to (a) any inaccuracy in or breach of any of the representations and warranties set forth in the Credit Agreement or any other Loan Document or any failure by any Loan Party to perform or observe, or any breach of, any of the covenants and agreements set forth in the Credit Agreement or any other Loan Document, in each case whether or not such inaccuracy, failure or breach was caused by the Borrower or a Guarantor or any other Person or resulted from an Act of God or otherwise and whether or not such inaccuracy, failure or breach is otherwise within the control of the Borrower or such Guarantor or any other Person, or (b) any and all Post-Petition Interest and Expense Claims, whether or not allowed or enforceable in any bankruptcy case or insolvency, reorganization, receivership, dissolution or liquidation proceeding and even if disallowed or not enforceable therein.
Joint and Several Indemnity. Where this indemnity is given by more than one person, company, entity or trust, the obligations on the part of the indemnifier contained in this Agreement take effect as joint and several obligations. When you sign this Agreement you are bound by it, even if another person, company, entity or trust named or described as an indemnifier does not sign it, is not bound by it, has no power to sign it or ceases to be bound by it. A release by us of an indemnifier from this indemnity will not affect the liability of other indemnifiers. If you are listed as both an Indemnifier and Builder, you are bound by all obligations as Indemnifier in respect of the other entities listed as the Builder.
Joint and Several Indemnity. 41 ARTICLE XIII
Joint and Several Indemnity. (a) Each Seller shall have joint and several liability for the Purchaser's Damages pursuant to this Article XII; provided, that (i) Xxxxx Oil's liability hereunder shall not exceed $728,770, (ii) Lennon Oil's liability hereunder shall not exceed $37,555, and (iii) Market Express' liability hereunder shall not exceed $209,090. The obligations of the Sellers under this Agreement are independent of each other, and a separate action or actions may be brought and prosecuted against any Seller to enforce this Agreement, irrespective of whether any action is brought against any other Seller or whether any other Seller is joined in any such action or actions.
(b) To the fullest extent permitted under applicable law, each Seller hereby waives marshalling of assets and liabilities and sale in inverse order of alienation and waives presentment to, demand of payment from and protest to any other Seller. Each Seller hereby waives and releases any and all rights of contribution from the other Sellers for payment of Damages to the fullest extent permitted under applicable law. Each Seller hereby consents and agrees to each of the following to the fullest extent permitted by law, and agrees that such Seller's obligations under this Article XII shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including rights to notice) which such Seller might otherwise have as a result of or in connection with any of the following:
(i) any adjustment, indulgence, forbearance or compromise that might be granted or given by the Purchaser to any Seller or any other Person liable for any Damages; or the failure of the Purchaser to assert any demand or to exercise any right or remedy against any Seller under the provisions of this Article XII or otherwise; or any recission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any Transaction Document; and
(ii) any full or partial release of the liability of any Seller with respect to Damages under this Article XII or any part thereof, of Seller or Affiliate of any Seller now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform the payment of any Damages incurred by the Purchaser under this Article XII, it being recognized, acknowledged and agreed by each Seller that such Seller may be required to pay Damages in full (except with respect to Xxxxx Oil, as...
Joint and Several Indemnity. The Shareholders agree to indemnify, defend and hold harmless, jointly and severally (with each Shareholder agreeing with each other Shareholder to be responsible for its pro rata share of any obligations hereunder) TMC, and Acquisition Sub, and each of their respective affiliates, successors, assigns, agents and representatives (collectively, the "Affiliated Parties") against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, remedies and penalties (including, without limitation, interest, penalties, settlement costs and any legal, accounting or
Joint and Several Indemnity. The indemnity obligations of --------------------------- Sellers shall be joint and several. As to any joint obligation, in the first instance, Buyer will seek to recover from such Sellers in proportion to the portion of the Purchase Price received and receivable by each such Seller. A dispute between or among the individual Sellers shall not affect or limit Buyer's indemnity rights under Section 10.1.
Joint and Several Indemnity. Where this indemnity is given by more than one person, company, entity or trust, the obligations on the part of the indemnifier contained in this Agreement take effect as joint and several obligations. When you sign this Agreement you are bound by it, even if another person, company, entity or trust named or described as an indemnifier does not sign it, is not bound by it, has no power to sign it or ceases to be bound by it. A release by us of an indemnifier from this indemnity will not affect the liability of other indemnifiers.
Joint and Several Indemnity. Each Guarantor hereby agrees, jointly and severally with each other Guarantor, to pay and assume all risk of, and to defend, indemnify and hold harmless the Lender and each other holder of any Obligations and each and all of their respective equity owners, members, directors, officers, attorneys, agents and employees from and against, any and all claims, damages, liabilities, losses, costs and expenses (including all fees and disbursements of legal counsel, whether or not suit is brought) arising from, based on or relating in any manner relating to (i) any inaccuracy in or breach of any of the representations and warranties set forth in Sections 3.6 or 5.1 or (ii) any failure by any Person to perform or observe, or any breach of, any of the covenants and agreements set forth in Sections 3.3, 3.4, 3.7, 3.8, 3.9, 6.1 or 6.2, in each case whether or not such inaccuracy, failure or breach was caused by the Borrower or a Guarantor or any other Person or resulted from an Act of God or otherwise and whether or not such inaccuracy, failure or breach is otherwise within the control of the Borrower or such Guarantor or any other Person.
Joint and Several Indemnity. Each Guarantor hereby agrees, jointly and severally with each other Guarantor, to pay and assume all risk of, and to defend, indemnify and hold harmless each Beneficiary and all of its Related Parties from and against, any and all claims, damages, liabilities, losses, costs and expenses (including all fees and disbursements of legal counsel, whether or not suit is brought) arising from, based on or relating in any manner to (a) any inaccuracy in or breach of any of the representations and warranties set forth in this Agreement or any other Note Document or any failure by any Loan Party to perform or observe, or any breach of, any of the covenants and agreements set forth in this Agreement or any other Note Document, in each case whether or not such inaccuracy, failure or breach was caused by the Borrower or a Guarantor or any other Person or resulted
Joint and Several Indemnity. Without limitation on any other obligations of any Guarantor or remedies of any Holder Guaranteed Obligations under this Guaranty, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless each Holder of Guaranteed Obligations from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the fees and disbursements of such Holder's legal counsel) suffered or incurred by such Holder of Guaranteed Obligations as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms.
