Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") incurred by Seller which arise out of or result from a misrepresentation, breach of warranty, or breach of any covenant or agreement of Purchaser contained herein or in connection with the transactions contemplated hereby.
Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller Indemnitees") from and against any and all Liabilities paid or payable by any Seller Indemnitee (collectively, "Seller Losses") to the extent that such Seller Losses are based on, result from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of or attributable to: (A) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made by Seller or a Seller Indemnitee in this Agreement (or an Other Agreement), or (C) any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to this Agreement (or an Other Agreement), or (D) the Excluded Liabilities.
Purchaser’s Indemnification Obligations. Subject to the other terms and conditions of this Article VII, from and after the Closing, Purchaser shall indemnify, defend, save and hold each Seller Indemnitee harmless against and from, and shall pay and reimburse each of the Seller Indemnitees for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, resulting from, arising out of or relating to:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement, in any other Transaction Document or in any other certificate or instrument delivered by or on behalf of Purchaser pursuant to this Agreement; and
(b) any breach by Purchaser of, or failure by Purchaser to comply with or fulfill, any of the covenants or obligations under this Agreement (including Purchaser’s obligations under this Article VII) or any other Transaction Document.
Purchaser’s Indemnification Obligations. Subject to the provisions of this Section 8.2, after the Closing, Purchaser agrees to defend, reimburse, indemnify and hold harmless the Seller from, against and in respect of any Adverse Consequences that may be incurred or suffered by or imposed on Seller that result from, or relate to, or arise out of:
(a) any breach or inaccuracy of a representation or warranty made by Purchaser in this Agreement or any Ancillary Agreement; and
(b) any breach by Purchaser of, or failure by Purchaser to perform, any of Purchaser’s covenants, agreements or obligations in this Agreement or any Ancillary Agreement.
Purchaser’s Indemnification Obligations. Purchaser shall indemnify, save and keep harmless the Company and its officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of any inaccuracy in or breach of any representation and warranty made by Purchaser to the Company in this Agreement or in any other Purchaser Transaction Document. A claim for indemnification under this Section 9.3 must be asserted by notice delivered to the party from whom indemnification is sought no later than the Survival Date.
Purchaser’s Indemnification Obligations. The Purchaser shall defend, indemnify and hold harmless each of the Seller, its Affiliates, the Company, and their respective officers, directors, employees, agents, advisers and representatives (collectively, the "Seller’s Indemnities") from, against and with respect to any and all claims, liabilities, losses, damages, costs and expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements reasonably incurred in defending any of the foregoing or in asserting, preserving or enforcing any rights under this Agreement), whether or not resulting from third-party claims, and ascertained by an official authority (each of the foregoing a "Loss", and collectively "Losses"), arising out of or as a result of any material breach of any covenant or obligation of the Purchaser in this Agreement or any material inaccuracy of any representation or warranty made by the Purchaser in this Agreement.
Purchaser’s Indemnification Obligations. Purchaser shall (or in the case of Section 8.4(c), below, shall cause the Companies to) indemnify, save and keep Seller and, if applicable, the directors, officers, shareholders, trustees and beneficiaries of Seller, and Xxxxx X. Black, Xxxx X. Xxxxx and Xxxxxxx X. Black, and their respective successors and assigns (“Seller Indemnitees”), forever harmless against and from all Damages sustained or incurred by Seller Indemnitee, as a result of or arising out of or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser to Seller herein or in any closing document delivered to Seller in connection herewith;
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of the covenants or obligations under this Agreement to be performed by Purchaser (including without limitation its obligations under this Article VIII); or
(c) any claims of third parties relating to the business and financial operations and affairs of the Company accruing, or arising pursuant to or as a consequence of acts and/or omissions occurring, prior to and after Closing.
Purchaser’s Indemnification Obligations. The Purchaser shall indemnify and hold harmless the Sellers from and against any and all Losses incurred or suffered by any Seller based upon, arising out of, or otherwise in respect of (i) any inaccuracies in or any breach of any representation or warranty of the Purchaser contained in this Agreement or any Ancillary Agreement, or (ii) any breach of any covenant or agreement of the Purchaser contained in this Agreement or any Ancillary Agreement.
Purchaser’s Indemnification Obligations. Subject to the terms and conditions of this Section, the Purchaser shall indemnify and defend the Sellers, or their respective Affiliates and each of their respective members, officers, directors, employees and agents and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties” and each a “Seller Indemnified Party”) against and from all Damages suffered, sustained or incurred by any Seller Indemnified Party, whether in respect of third party claims or claims between the parties hereto relating to, as a result of or arising out of:
(a) any inaccuracy in or breach of any representation and warranty made by Purchaser to Sellers herein (other than Fundamental Purchaser Representations), or by the Purchaser in any certificate delivered by the Purchaser at Closing pursuant to Section 7.2;
(b) any inaccuracy in or breach of any Fundamental Purchaser Representations;
(c) any Fraud of the Purchaser; and Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) is the type of information the registrant treats as private or confidential.
(d) any breach by the Purchaser or the Company (after the Closing) of, or failure by the Purchaser or the Company to comply with, any covenant or obligation under this Agreement to be performed by the Purchaser or the Company.
Purchaser’s Indemnification Obligations. Notwithstanding any other provision of this Agreement, Purchaser shall jointly and severally defend, indemnify, save and keep harmless Seller and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
(a) any breach of any representation or warranty made by Purchaser in this Agreement or in any closing document delivered to Seller in connection with this Agreement irrespective of whether known to Seller as of or prior to the Closing Date;
(b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article X);
(c) Purchaser's failure to pay, discharge or perform any of the Assumed Liabilities or any claim against Seller with respect to any Assumed Liability;
(d) any claims incurred subsequent to the Closing Date which are paid by Seller with respect to the self-insurance portion of any health insurance, long term disability, accidental death and dismemberment or life insurance policies of Seller maintained in force subsequent to the Closing pursuant to Section 9.10 of this Agreement, with respect to persons employed by Purchaser subsequent to the Closing;
(e) any claims by parties other than Seller to the extent caused by the acts or omissions of Purchaser after the Closing Date and not constituting an Excluded Liability, including, without limitation, claims for Damages which arise out of Purchaser's operation of the Newspapers or ownership of the Purchased Assets after the Closing Date; or
(f) any liability arising due to Purchaser's failure to assume any collective bargaining agreement of Seller relative to the Newspapers.
