Common use of Obligation of Seller to Indemnify Clause in Contracts

Obligation of Seller to Indemnify. Subject to the provisions of Section 7.5, Seller and Shareholder, jointly and severally, agree to indemnify, defend and hold harmless BearCom and Newco (and their respective directors, officers, employees, Affiliates, successors and assigns) from and against any and all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification) (collectively, "Losses") suffered or incurred by Newco or any of the foregoing persons arising out of (i) any breach of the representations and warranties of Seller or Shareholder contained in this Agreement or in the Schedules or any Transaction Document, (ii) any breach of the covenants and agreements of Seller contained in this Agreement or in the Schedules or any Transaction Document, (iii) any Retained Liabilities, (iv) any Liability of Seller for failure to file any federal, state, local or foreign Tax Return and any Liability for any Taxes relating to any tax period ending on or prior to the Closing Date, (v) any Liability under ERISA for any period prior to the Closing relating to any employee of Seller who is not hired by Purchaser after the Closing, (vi) any Environmental Liabilities, and (vii) any other actions or omissions of Seller prior to Closing, resulting in a Liability to Purchaser, other than the Assumed Liabilities, or (viii) any Liability to Purchaser in connection with any Claim by Charxxx Xxxxxx xxxsing prior to Closing.

Obligation of Seller to Indemnify. (a) Subject to the provisions terms and conditions of Section 7.5this Article IX, from and after the Closing, Seller and Shareholderagrees to indemnify Buyer, jointly and severallyits Affiliates (including the Company), agree to indemnify, defend and hold harmless BearCom and Newco (and their respective directorsmanagers, officers, directors, employees, Affiliatesadvisors (including attorneys, successors accountants, consultants and financial advisors), equityholders, successors, assigns, agents and representatives (collectively, the “Buyer Indemnified Parties”) from in respect of, and against hold the Buyer Indemnified Parties harmless against, any and all Claimslosses, lossessuits, proceedings, judgments, fines, awards, penalties, demands, assessments, liabilities, Taxes, damages, deficienciesclaims, judgmentsdeficiencies and all expenses, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' ’ and accountants’ fees and disbursements and expenses incurred (each, a “Loss”), based upon, resulting from or otherwise in enforcing this indemnification) (collectively, "Losses") suffered or incurred by Newco or any of the foregoing persons arising out of respect of: (i) any breach of any Fundamental Seller Representation by Seller in Article IV as of the representations Closing Date as if made on and warranties as of Seller or Shareholder contained in this Agreement or in the Schedules or any Transaction DocumentClosing Date (or, if made as of a specific date, as of such specified date); (ii) any breach or nonperformance of the Section 6.2 or any covenants and or agreements of Seller contained in this Agreement or in to be performed after the Schedules or any Transaction Document, Closing; (iii) any Retained Liabilities, Indemnified Taxes; (iv) any Liability Benefit Plan or other employee benefit or compensation plan maintained, sponsored or contributed to by Seller or any of Seller for failure to file its Affiliates (in each case, other than any federal, state, local Company Plan) (including Losses resulting from or foreign Tax Return and any Liability for any Taxes relating to any tax period ending on or prior to otherwise in respect of the Closing Date, matter disclosed at Section 4.10(c) of the Company Disclosure Schedule); (v) any Liability under ERISA for any period prior to the Closing relating to any employee matter set forth on Section 9.2(a)(v) of Seller who is not hired by Purchaser after the Closing, Company Disclosure Schedule (the “Specified Claim”) and (vi) any Environmental Liabilities, and the matters set forth on Section 9.2(a)(vi) of the Company Disclosure Schedule (vii) any other actions or omissions of Seller prior to Closing, resulting in a Liability to Purchaser, other than the Assumed Liabilities, or (viii) any Liability to Purchaser in connection with any Claim by Charxxx Xxxxxx xxxsing prior to Closing“Special Claims”).

Obligation of Seller to Indemnify. Subject to the provisions of limitations set forth in Section 7.5, the Seller and Shareholder, jointly and severally, agree hereby agrees to indemnify, defend and hold harmless BearCom the Purchaser and Newco the Subsidiaries (and their respective directors, officers, employees, Affiliates, successors successors, assigns and assignsAgents) from and against any and all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnificationindemnification or in any litigation between the parties or with third parties) (collectively, the "Losses") suffered or incurred by Newco the Purchaser or any of the foregoing persons Persons arising out of (ia) any breach of the representations and warranties of Seller or Shareholder contained in this Agreement or in the Schedules or any Transaction Documentrepresentations, (ii) any breach of the warranties, covenants and agreements of the Seller or contained in this Agreement or in Agreement, the Schedules attached hereto or any other Transaction Document, ; (iiib) any Retained LiabilitiesClaim, including any Claim arising out of or relating to Environmental Laws, whether made before or after the date of this Agreement, or any litigation, proceeding or governmental investigation, including any Claim arising out of or relating to Environmental Laws, whether commenced before or after the date of this Agreement, arising out of the Business, or otherwise relating to the Seller or the Subsidiaries, prior to the Closing, or otherwise arising out of any act or occurrence prior to, or any state or facts existing as of, the Closing, and (ivc) any Liability liabilities existing at the Closing Date or arising out of Seller for failure to file any federalacts, state, local omissions or foreign Tax Return and any Liability for any Taxes relating to any tax period ending on or events occurring prior to the Closing Date, (v) except any Liability under ERISA for any period prior liabilities to be assumed by the Closing relating Purchaser pursuant to any employee of Seller who is not hired by Purchaser after the Closing, (vi) any Environmental Liabilities, and (vii) any other actions or omissions of Seller prior to Closing, resulting in a Liability to Purchaser, other than the Assumed Liabilities, or (viii) any Liability to Purchaser in connection with any Claim by Charxxx Xxxxxx xxxsing prior to Closing.Section 1.2(d)