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 Executive, the Sellers and their successors and assigns and their respective officers, directors, shareholders, employees and agents, against, 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 misrepresentation or other breach or violation of this Agreement by Buyer; provided, however, that the aggregate of all claims subject to indemnification hereunder by Buyer shall not exceed $1,000,000; provided, further, that the Sellers 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 $10,000 and only with respect to amounts by which the aggregate of all such claims exceeds $10,000.
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. Seller Claims" shall have the meaning assigned thereto in Section 14.2.
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.
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: (a) any material breach or violation by Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein; (b) any material breach of any of the representations or warranties made in this Agreement by Purchaser; or (c) 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, Purchaser will indemnify, defend and hold harmless Seller and its Affiliates and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Seller Group”), from and against any and all Damages, and including costs and expenses incurred in connection with, investigations and settlement proceedings arising out of, with respect to or by reason of 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 (x) Excluded Liabilities or (y) any Taxes payable by Seller pursuant to this Agreement.
Seller Claims. 6 1.58 Seller Damages....................................................... 6 1.59
