Obligation of the Seller to Indemnify Sample Clauses
Obligation of the Seller to Indemnify. (a) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against (i) any and all Environmental Actions based upon, arising out of or otherwise in respect of (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property).
(b) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against any and all Environmental Compliance Costs based upon, arising out of or otherwise in respect of (i) the condition of the Environment on or prior to the Closing Date on, at or under any real property owned, leased, operated or used by the Seller in connection with the Business, (ii) the Seller's ownership or operation of the Business or the Assets on or prior to the Closing Date, (iii) the condition of the Assets on or prior to the Closing Date, (iv) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws and (v) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws.
(c) This Section 14 shall be the Buyer Indemnified Parties' and the Business's sole source of indemnification or other remedy pursuant to this Agreement with respect to Losses arising pursuant to Environmental Laws or principles of common law relating to pollution, protection of the Environment or health and safety (with respect to health and safety, to the extent relating to the presence of Hazardous Substances or the exposure of the individuals to Hazardous Substances).
Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 8.5.1, the Seller hereby agrees to indemnify the Purchaser and its affiliates (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to assume liability for, payments of all liabilities (including liabilities for Taxes, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by the Purchaser Indemnified Parties as a consequence of or in connection with (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III hereof, (b) any breach or failure by the Seller to comply with perform or discharge any obligation, agreement or covenant by the Seller contained in this Agreement; or (c) the assertion by any third party of any claim or cause of action which arose prior to the Closing. The term "Losses" as used herein is not limited to matters asserted by third parties against a Purchaser Indemnified Party but includes Losses incurred or sustained by a Purchaser Indemnified Party in the absence of third party claims.
Obligation of the Seller to Indemnify. The Seller, jointly and severally, shall indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Losses”) based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Sellers contained in this Agreement or (ii) breach by the Seller of any covenant or agreement contained in this Agreement.
Obligation of the Seller to Indemnify. The Seller shall indemnify, defend and hold harmless the Buyer from and against any losses arising out of or due to (I) any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any document or other writing delivered pursuant hereto; and (ii) any liability or obligation assumed by the Seller herein.
Obligation of the Seller to Indemnify. Subject to the limitations on indemnification contained in this Article IX, from and after the Closing Date Sellers agree to indemnify, defend and hold harmless the Purchaser (and its respective shareholders, directors, officers, agents and employees) (each, an "Indemnitee") from and against all losses, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively "Losses") based upon, arising out of or otherwise in respect of (i) any breach of a representation or warranty contained in Article III, each of which representation and warranty shall be considered without regard to any materiality or Seller Material Adverse Effect qualification therein or (ii) any Excluded Liabilities or Excluded Assets. Notwithstanding the foregoing, the Sellers shall not be liable under clause (i) of this Section 9.1 for any Losses arising in any discrete claim for indemnity (i.e., a claim with respect to a particular item or set of closely related items) if the amount of such Loss is less than $25,000.
Obligation of the Seller to Indemnify. Subject to the limitations contained in Article 10 and Section 11.4, the Seller agrees to indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party in any action or proceeding between the indemnifying party and the indemnified party or between the indemnified party and any third party, or otherwise) ("Losses") based upon, or arising out of (a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any Documents delivered by the Seller pursuant to this Agreement or (b) any
Obligation of the Seller to Indemnify. Subject to the limitations contained in Article 9, the Seller agrees to indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, Affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants, including reasonable costs of investigation, incurred by the indemnified party in any action or proceeding between the indemnifying party and the indemnified party or between the indemnified party and any third party, or otherwise) (collectively, “Losses”) based upon, or arising out of (a) any inaccuracy or misrepresentation in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any of the Documents delivered by the Seller pursuant to this Agreement, (b) any liabilities or obligations of the Seller with respect to the operation of the Business prior to the Closing Date not assumed by the Buyer pursuant to this Agreement (including the release of those Liens set forth on Schedule 7.9), or (c) any liabilities or obligations of the Seller arising out of any act, transaction, circumstances, factual situations, or violation of Law occurring or existing prior to the Closing Date, whether or not known to the Seller (other than with respect to Assumed Liabilities).
Obligation of the Seller to Indemnify. Subject to the limitations contained in Article 7 and Section 8.4, the Seller agrees to indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, Affiliates, successors and assigns) (collectively, the "SELLER INDEMNIFIED PARTIES") from and against all Claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (including interest, penalties and reasonable fees and disbursements of external counsel, experts, and consultants incurred by the indemnified party in any action or proceeding between the indemnified party and any third party, or otherwise) ("LOSSES") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation or warranty of the Seller set forth in this Agreement (it being agreed that any representation or warranty of the Seller that is subject to materiality or Material Adverse Effect (other than with respect to Section 4.5) shall be deemed not to be so qualified for purposes of establishing an inaccuracy or breach of such representation or warranty pursuant to this Section 8.1(i) and any claim for indemnification as a result of such inaccuracy or breach), (ii) any breach of any covenant or agreement of the Seller set forth in this Agreement; (iii) all Taxes of the Company and its Subsidiaries with respect to any taxable year of the Company and its Subsidiaries ending on or before the Closing Date in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; (iv) the TENA-▇▇▇co Agreement in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; (v) the TEMINAH-Thorn Americas Agreement in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet; and (vi) the assets and liabilities of the New Zealand Operations and the disposal thereof by the Company prior to the Closing as contemplated by Section 6.1, including, without limitation, Taxes resulting from such disposal in excess of the aggregate amounts provided therefor on the Audited Closing Balance Sheet.
Obligation of the Seller to Indemnify. The Seller and ▇'▇▇▇▇▇▇ agree to indemnify, defend and hold harmless the Buyer and Toymax (and their respective directors, officers, employees, Affiliates, successors and assigns), from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and reasonable fees of other experts and disbursements and expenses incurred in enforcing this indemnification) actually suffered or actually incurred (collectively, the "LOSSES") by the Buyer, Toymax or any of the foregoing persons in any action or proceeding between the Buyer, Toymax (or any other indemnified person) or the Seller and ▇'▇▇▇▇▇▇, or between the Buyer, Toymax (or any other indemnified person) and any third party or otherwise, arising out of: (i) any breach of the representations and warranties of the Seller and ▇'▇▇▇▇▇▇ contained in this Agreement or in the Schedules or any other Transaction Document; (ii) any breach of the covenants and agreements of the Seller contained in this Agreement or in the Schedules or any other Transaction Document; (iii) any Excluded Assets or any Retained Liabilities; (iv) non-compliance with the provisions of any so-called "bulk transfer law" of any jurisdiction in connection with the sale of the Assets to the Buyer, or (v) product liability Claims arising before the Closing Date with respect to "occurrences" (as defined in the Insurance Policies) that occur before the Closing Date.
Obligation of the Seller to Indemnify. Subject to the expiration date contained in Section 5.3 hereof, the Seller shall indemnify, defend and hold harmless the Purchaser and its officers, partners, agents, affiliates, successors and permitted assigns from and against, and shall pay and/or reimburse the foregoing persons for, any and all losses, liabilities, claims, obligations, damages and costs and expenses (including reasonable attorneys' fees and disbursements and other costs incurred or sustained in connection with the investigation, defense or prosecution of any such claim or obligation), whether or not involving a third-party claim (collectively, "LOSSES"), relating to or arising out of the breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement.