Seller Claims. Purchaser shall indemnify and hold harmless Seller against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (i) any breach or violation by Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (ii) any breach of any of the representations or warranties made in this Agreement by Purchaser; or (iii) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's dealings, agreement, or arrangement with such Person.
Seller Claims. From and after the Closing Date, Purchaser shall indemnify, defend and hold harmless the Seller Group from and against any and all Losses which arise out of or relate to the following (collectively, “Seller Claims”), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any person included in the Seller Group or any other Person:
(i) any breach or violation of any covenant, obligation or agreement of Purchaser set forth in this Agreement or the Ancillary Agreements;
(ii) any breach or inaccuracy of any of the representations or warranties made by Purchaser in this Agreement or the Ancillary Agreements, whether such representation or warranty is made as of the Effective Date or the Closing Date or in any certificate to be delivered by Purchaser pursuant hereto; provided, that for purposes of determining the amount of Losses sustained or incurred thereby, for purposes of this Section 7.2(a), such representations and warranties shall be interpreted without giving effect to the words “material”, “materially”, “Material Adverse Effect”, or words of similar effect;
(iii) any Third Party Claim relating to or arising out of the ownership, operation or use of any of the Transmission Assets, to the extent relating to any period of time after the Closing Date;
(iv) any personal injury or physical property damage to the Purchased Assets, the Transmission Assets or other property arising out of the acts or omissions of any officer, director, employee, agent or representative of Purchaser or of any consultant selected by Purchaser in the performance of the activities described in Section 6.10(c); or
(v) any other matter relating to the business of Purchaser or the Transmission Assets, to the extent arising during and relating solely to any period of time after the Closing Date.
Seller Claims. Purchaser and Hospitality shall indemnify and hold harmless Seller against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (i) any breach or violation by Purchaser or Hospitality of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (ii) any breach of any of the representations or warranties made in this Agreement by Purchaser or Hospitality; or (iii) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's or Hospitality's dealings, agreement, or arrangement with such Person.
Seller Claims. Except as hereinafter set forth, Buyer shall indemnify and hold harmless Seller and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, and in respect of, any and all damages, claims. Losses; liabilities, and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise out of any misrepenstation or other breach or violation of this Agreement by Buyer; provided, however, that the aggregate of all claims subject indemnification hereunder by Buyer shall not exceed $1,000,000, and provided, further, that Seller shall be entitled to indemnification hereunder only when, and only with respect to amounts by which, the aggregate of all such claims (excluding for this purpose legal, accounting and other expenses) exceeds $1,000,000, and only with respect to amounts by which the aggregate of all such claims exceeds $100,000.
Seller Claims. From and after the Closing, Purchaser will indemnify, defend and hold harmless Seller and its parents and Affiliates and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Seller Group”), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) and including costs and expenses incurred in connection with, investigations and settlement proceedings which arise out of or relate to the following (collectively, “Seller Claims”):
(i) any breach or violation of any covenant or agreement of Purchaser set forth in this Agreement;
(ii) any breach or inaccuracy of any of the representations or warranties made by Purchaser contained in this Agreement in ARTICLE 5;
(iii) the Assumed Liabilities; and
(iv) any loss or damages resulting from or arising out of Purchaser’s ownership or operation of the Assets from and after the Closing, except for any loss or damage resulting from or arising out of Excluded Liabilities.
Seller Claims. Seller Claims" shall have the meaning assigned thereto in Section 14.2.
Seller Claims. As of the Closing, none of Seller or Vimercati has any claim, demand, cause of action or right, contractual or otherwise, known or unknown, at law or in equity, against the Company that arose on or prior to the Closing or on account of or arising out of any matter, cause or event occurring prior to Closing, including rights to indemnification or reimbursement, other than (i) claims arising under, out of, or resulting from the participation of a Seller or Vimercati (as applicable) in an employee benefit plan or (ii) the payment of current compensation and the reimbursement of reasonable business expenses incurred by a Seller or Vimercati (as applicable) through the Closing, to the extent incurred in the ordinary course of business.
Seller Claims. Buyer shall indemnify and hold harmless Seller Parent and Seller and their respective successors and assigns against, and in respect of, any and all Losses resulting after the Closing Date from: (a) any breach or violation by Buyer of any covenant set forth herein or any failure to fulfill any obligation set forth herein or (b) any breach of any of the representations and warranties made in this Agreement by Buyer (collectively items (a) and (b) are hereinafter referred to as the "Seller Claims"). Buyer shall not be responsible to Seller Parent and Seller with respect to any Losses as to which Seller Parent and Seller are otherwise entitled to indemnity under item (b) of this Section 10.3 and Section 10.3 of the MRI Agreement unless and until the aggregate amount of such Losses exceeds $150,000 (the "Buyer Stop Amount"); provided, however, that in the event the Buyer Stop Amount shall be exceeded, Buyer shall pay to Seller Parent and Seller the amount of the Buyer Stop Amount plus the amount of any excess; and provided further, that under no circumstances shall the aggregate of the Buyer Stop Amount and any excess under both this Agreement and the MRI Agreement exceed $1,000,000. Buyer shall have no obligation under this Section 10.3 to the extent that Seller Parent or Seller (or any Affiliate thereof) shall receive insurance proceeds relating to a Seller Claim for which there is insurance coverage, and the amount of any Seller Claim shall be exclusive of any such insurance proceeds. Insurance maintained by Seller Parent or Seller shall be considered primary coverage, and Buyer's insurance shall be considered secondary coverage with respect to a Seller Claim for which Seller or Seller Parent shall have insurance coverage. The indemnification provisions of Buyer pursuant to item (b) of this Section 10.3 shall expire and terminate on March 30, 1998, unless Seller Parent or Seller, as appropriate, shall have provided written notice of a claim to Buyer prior to or on such date. If Seller Parent or Seller provides such notice prior to March 31, 1998, the indemnification obligations under item (b) of this Section 10.3 shall continue until the appropriate amount of indemnification, if any, is determined, paid and satisfied in full.
Seller Claims. Purchaser shall indemnify and hold harmless Seller against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of.
(i) any breach or violation by Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein; (ii) any breach of any of the representations or warranties made in this Agreement by Purchaser; or (iii) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's dealings, agreement, or arrangement with such Person.
Seller Claims. 9 SECTION 6.03.
