Purchaser's Obligation to Indemnify. Purchaser shall indemnify and hold Seller harmless from and against any and all liability, loss, damage, or deficiency resulting from: (i) any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of Purchaser under this Agreement; (ii) any misrepresentations in or occasioned by any certificate, document, or other instrument furnished or to be furnished by Purchaser herein; (iii) Purchaser's ownership, management and conduct of the Assets subsequent to Closing; (iv) any misrepresentation, inaccuracy, or failure of any representation or warranty of Purchaser; and (v) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including without limitation, legal fees and expenses incident to any of the foregoing or incurred in investigating or attempting to void the same or to oppose the imposition thereof or in enforcing this indemnity.
Purchaser's Obligation to Indemnify. From and after the Closing Date, Purchaser shall indemnify and hold harmless Seller and her successors and assigns, from and against any and all proceedings, judgments, obligations, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses (including without limitation reasonable attorneys' fees, paralegals' fees, investigation expenses, court costs, interest and penalties) arising out of or in connection with, or caused by, directly or indirectly, any or all of the following:
Purchaser's Obligation to Indemnify. From and after the Closing, subject to the limitations set forth in this Article XII, Purchaser shall indemnify, defend and hold the Seller Indemnified Parties harmless from and against any and all Losses, whether or not involving a Third Party Claim, incurred or suffered by the Seller Indemnified Parties arising out of, relating to or resulting from: (i) any breach of a representation or warranty contained in this Agreement or in any other Transaction Document made by Purchaser; (ii) any breach of any covenant or agreement on the part of Purchaser under this Agreement or any Transaction Document; (iii) the Assumed Liabilities; (iv) the ownership and operation of the Purchased Assets from and after the Closing Date unless such Losses are those for which Sellers are obligated to indemnify Purchaser under Section 12.2 or are Losses related to obligations under the Post-Closing Leases, Transition Services Agreement or Continuing Use Agreement (the liabilities of the parties under the Post-Closing Leases, Transition Services Agreement or Continuing Use Agreement are governed by the terms of those instruments, respectively); (v) the termination of any Terminated Assumed Contract; and (vi) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including without limitation, reasonable legal fees and expenses resulting from any of the foregoing or incurred in investigating or attempting to oppose the imposition thereof. The indemnification obligations of Purchaser set forth in this paragraph shall expressly survive Closing.
Purchaser's Obligation to Indemnify. (a) Subject to the limitations set forth in this Section XI, the Purchaser shall indemnify and hold the Seller or the Company, as the case may be, harmless from and against any and all Losses incurred, suffered or undertaken by the Seller and/or the Company arising from or relating to:
Purchaser's Obligation to Indemnify seller The Purchaser shall indemnify and keep indemnified the Seller against all claims, actions, proceedings, costs, expenses, losses, damages and liabilities incurred by the Seller in respect of the non-performance or defective or negligent performance by the Purchaser of the Contracts, the Licences, the Concession Agreement and/or the Leases after the Transfer Date.
Purchaser's Obligation to Indemnify. Purchaser shall indemnify and hold Seller harmless in respect of: (i) any and all Damages actually incurred, suffered or sustained by Seller in connection with any breach or other failure by Purchaser to perform any obligation under or in connection with: (a) any of the Leases, the Assumed Liabilities or the Assigned Contracts (to the extent assigned to Purchaser),
Purchaser's Obligation to Indemnify. From and after the Closing Date, Purchaser hereby agrees to defend, indemnify, and hold harmless each of the Seller Parties and their respective affiliates, employees, agents and representatives (collectively, "Seller Indemnitees"), from and against any and all Claims suffered or incurred by reason of (i) any representation or warranty made by Purchaser in this Agreement having been untrue in any material respect when made or deemed made, (ii) the breach by Purchaser of any covenant or agreement made by it herein, or (iii) any act or omission in the servicing of the Mortgage Loans after the Transfer Date. If Seller Parties do not provide reasonable notice to Purchaser of any claim, Purchaser shall not be obligated to pay Seller Parties for costs that reasonably could have been avoided by Purchaser had such notice been provided.
Purchaser's Obligation to Indemnify. Following the Closing, the Purchaser shall reimburse, indemnify and hold harmless the Seller and each of their respective directors, officers, shareholders, employees and agents (each such person and its or his heirs, executors, administrators, successors and assigns is referred to in this Section 6.2 as an "Indemnified Party") against and in respect of:
Purchaser's Obligation to Indemnify. Purchaser agrees to defend, indemnify and hold harmless the Selling Parties and each of their Affiliates, and their respective directors, managers, officers, partners, employees, agents and representatives, and the successors and assigns of each of the foregoing (collectively, the “Selling Party Indemnified Parties”), from and against any and all Liabilities whatsoever (including reasonable fees of legal counsel and related disbursements) incurred or suffered by the Selling Party Indemnified Parties as a result of or related to: (i) any misrepresentation or breach of any representation or warranty made by Purchaser in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or obligation of Purchaser contained in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (iii) any Liabilities of XXX, SAMJ and/or any Management Company and/or any of their respective controlled Affiliates whether arising before or after the Effective Date (other than for Claims set forth on Schedule 6.1); or (iv) the operation of XXX, SAMJ and/or any Management Company, whether arising before or after the Effective Date (other than for Claims set forth on Schedule 6.1). Notwithstanding anything to the contrary contained in this Section 6.2 or anywhere else in this Agreement or in the Transaction Documents, the aggregate amount of indemnification which may be sought, claimed and/or recovered by the Selling Party Indemnified Parties (collectively) from Purchaser pursuant to this Section 6.2 for a breach of Section 3.6 shall not, under any circumstances, exceed an amount equal to One Million Dollars ($1,000,000).
