Obligations to Indemnify. Each of the Seller, the Holdco Shareholders and Holdco agrees to indemnify and save harmless the Offeror and, unless BCE is the Offeror, BCE from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Losses") suffered or incurred by the Offeror as a result of or arising directly or indirectly out of or in connection with any breach by the Seller, the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Seller, the Holdco Shareholders or Holdco contained in this Holdco Agreement. The Offeror agrees to indemnify and save harmless the Seller from all Losses suffered or incurred by the Seller as a result of or arising directly or indirectly out of or in connection with any breach by the Offeror of any representation, warranty, obligation or covenant of the Offeror contained in this Holdco Agreement.
Obligations to Indemnify. Each of the Holdco Shareholders agrees to indemnify and save harmless Trizec Canada and Trizec Subco from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a "Loss" and collectively "Losses") suffered or incurred by Trizec Canada or Trizec Subco as a result of or arising directly or indirectly out of or in connection with any breach by the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Holdco Shareholders or Holdco contained in this Holdco Agreement. Trizec Canada and Trizec Subco agree to indemnify and save harmless the Holdco Shareholders from all Losses suffered or incurred by them as a result of or arising directly or indirectly out of or in connection with any breach by Trizec Canada or Trizec Subco of any representation, warranty, obligation or covenant of Trizec Canada or Trizec Subco contained in this Holdco Agreement.
Obligations to Indemnify. The [Shareholder] and the Vendors, on a solidary basis, agree to indemnify and save harmless Molson, Coors, Callco, Exchangeco and HoldCo-2 (and their directors and officers, employees, advisors and agents) from all actions, claims, demands, processes, proceedings, losses, damages, liabilities, deficiencies, Taxes (whether or not such Taxes have been assessed or reassessed as at the date hereof), and any instalments with respect thereto, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Liabilities") whether resulting from a breach of contract, by the commission of a fault or otherwise suffered or incurred by Xxxxxx, Coors, Callco, Exchangeco or HoldCo-2 (and their directors, officers, employees and agents), the whole to be computed on an after-tax basis, as a result of or arising directly or indirectly out of or in connection with:
(a) any breach by the [Shareholder] or the Vendors of any representation, warranty, obligation or covenant of the [Shareholder] or the Vendors contained in the Agreement or any certificate or document delivered pursuant hereto;
(b) any Liability sustained, incurred, assumed or acquired by HoldCo-2 on or before, or related to any matter occurring on or before, the purchase of the HoldCo-2 shares hereunder; and
(c) any Liability which would not have been sustained, suffered or incurred by (or which would not have been asserted, threatened or be pending against) HoldCo-2, Molson, Coors, Callco or Exchangeco but for the Reorganization and the Amalgamation or Winding Up including, without limitation, all Liabilities which, as a result of the Reorganization and the Amalgamation or Winding Up, are assumed or incurred by HoldCo-2, Molson, Coors, Callco or Exchangeco. Molson agrees to indemnify and save harmless the Vendors (and its directors or officers, employees and agents) as a result of or arising directly or indirectly out of or in connection with any breach by Molson of any representation, warranty, obligation or covenant of Molson contained in this Agreement.
Obligations to Indemnify. [Each of] the Holdco Shareholder(s) agrees to indemnify and save harmless United from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a “Loss” and collectively “Losses”) suffered or incurred by United as a result of or arising directly or indirectly out of or in connection with any breach by the Holdco Shareholder(s) or Holdco of any representation, warranty, obligation or covenant of the Holdco Shareholder(s) or Holdco contained in this Holdco Agreement. United agrees to indemnify and save harmless the Holdco Shareholder(s) from all Losses suffered or incurred by them as a result of or arising directly or indirectly out of or in connection with any breach by United of any representation, warranty, obligation or covenant of United contained in the Holdco Agreement.
Obligations to Indemnify. The Indemnifying Stockholders shall indemnify and hold harmless Buyer and Buyer Sub and their respective directors, officers, employees, affiliates, successors and assigns (collectively, the "Indemnified Persons") from and against any and all losses, lawsuits, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs, all amounts paid in investigation, defense or settlement of any of the foregoing and expenses (including, without limitation, interest and reasonable attorneys' fees and disbursements) (collectively, "Losses") based upon or arising out of any inaccuracy in, or any breach of, any representation, warranty, covenant or agreement of the Company or the Indemnifying Stockholders (it being agreed that for purposes of such right to indemnification, the representations and warranties of the Company and the Indemnifying Stockholders shall be deemed not qualified by any reference therein to materiality generally or whether or not any breach could result or could reasonably be expected to result in a Material Adverse Effect), contained in the Merger Agreement or in any document or other papers delivered by or on behalf of the Company pursuant thereto.
Obligations to Indemnify. (i) The Holdco Shareholder and if applicable its shareholder and/or the ultimate principal investor of the Holdco Shareholder shall agree to indemnify and save harmless the Offeror from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a “Claim” and collectively “Claims”) suffered or incurred by the Offeror as a result of or arising directly or indirectly out of or in connection with: (A) any liabilities of the Holdco relating to any matter occurring on or before the Expiry Time; and (B) any breach by the Holdco Shareholder, and where applicable, its shareholder and/or the ultimate principal investor of such Holdco Shareholder, of any representation, warranty, obligation or covenant of the Holdco Shareholder, its shareholder and/or the ultimate principal investor of the Holdco Shareholder, as the case may be, to the Offeror or the Company.
(ii) Parent shall indemnify and save harmless the Holdco Shareholder and where applicable, its shareholder and/or the ultimate principal investor of such Holdco Shareholder, from all Claims suffered or incurred by them as a result of or arising directly or indirectly out of or in connection with any breach by Parent of any representation, warranty, obligation or covenant of Parent contained in the Holdco Agreement.
Obligations to Indemnify. Subject to the terms and conditions hereof, each Vendor agrees to indemnify and save harmless the Purchaser and its affiliates from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Losses") suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with any breach of each such Vendor of any representation, warranty, obligation or covenant of each such Vendor contained in this Agreement. The Purchaser agrees to indemnify and save harmless each Vendor from all Losses suffered or incurred by each such Vendor as a result of or arising directly or indirectly out of or in connection with any breach by the Purchaser of any representation, warranty, obligation or covenant of the Purchaser contained in this Agreement. Glencoe agrees to indemnify and save harmless each Vendor from all Losses suffered or incurred by each such Vendor as a result of or arising directly or indirectly out of or in connection with any breach by Glencoe of any representation, warranty, obligation or covenant of Glencoe contained in this Agreement.
Obligations to Indemnify. Each of the Holdco Shareholders and Holdco solidarily agrees to indemnify and save harmless LoJack from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively, “Losses”) suffered or incurred by LoJack as a result of or arising directly or indirectly out of or in connection with any breach by the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Holdco Shareholders or Holdco contained in this Holdco Agreement. LoJack agrees to indemnify and save harmless the Holdco Shareholders from all Losses suffered or incurred by the Holdco Shareholders as a result of or arising directly or indirectly out of or in connection with any breach by LoJack of any representation, warranty, obligation or covenant of LoJack contained in this Holdco Agreement
Obligations to Indemnify. 15 ARTICLE VII MISCELLANEOUS 18
Obligations to Indemnify. Vendorco agrees to indemnify and save harmless the Offeror from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a “Loss” and collectively “Losses”) suffered or incurred by the Offeror as a result of or arising directly or indirectly out of or in connection with: (i) any liabilities of Holdco relating to any matter occurring on or before the Effective Date; and (ii) any breach by Vendorco of any representation, warranty, obligation or covenant of Vendorco to the Offeror. The Offeror agrees to indemnify and save harmless Vendorco from all Losses suffered or incurred by it as a result of or arising directly or indirectly out of or in connection with any breach by the Offeror of any representation, warranty, obligation or covenant of the Offeror contained in this Agreement.
