Common use of Seller’s Agreement to Indemnify Clause in Contracts

Seller’s Agreement to Indemnify. Subject to the terms and conditions of this Article XII, each Seller severally (and not jointly) agrees to indemnify, defend and hold Purchaser harmless, but only in proportion to his, her or its pro rata share of Partnership Interests as set forth in Schedule 3.02, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and expenses (collectively "Claim" or "Claims"), asserted against, imposed upon or incurred by Purchaser by reason of or resulting from (a) a breach of any representation or warranty of Sellers or the Partnership contained in or made pursuant to this Agreement, or (b) a breach of any covenant or agreement of Sellers or the Partnership contained in or made pursuant to this Agreement, or (c) any Undisclosed Liability, or (d) any FCC imposed forfeitures relating to actions or inactions by the Partnership or the General Partner prior to the Closing; provided, however, Sellers shall not be required to indemnify Purchaser with respect to any Claim based upon the breach of any warranty, representation, covenant or agreement contained in or made pursuant to this Agreement unless the amount of such Claim, when aggregated with all other such Claims, shall exceed $50,000, but then such indemnification shall be to the full extent of the Claim.

Seller’s Agreement to Indemnify. Subject to the terms Section 7.3 and conditions of this Article XIIexcept as provided in Section 7.4, each Seller and TSS shall jointly and severally (and not jointly) agrees to indemnify, defend indemnify and hold Purchaser harmlessBuyer and each officer, but only director, manager, member, and Affiliate of Buyer harmless against and in proportion to hisrespect of any and all Actions, her or its pro rata share of Partnership Interests as set forth in Schedule 3.02, from and against all demands, claims, actions or causes of action, assessmentsliabilities, losses, damages, liabilitiesdeficiencies, costs and expensescosts, or expenses (including without limitation, the reasonable attorneys' fees and expenses (collectively "Claim" or "Claims"of counsel), asserted against(collectively, imposed upon or incurred by Purchaser by reason of or the “Losses”) resulting from (a) a any breach of or inaccuracy in any representation or warranty of Sellers made by Seller in this Agreement or the Partnership contained in or made pursuant to this Agreement, or Transaction Documents; (b) a any breach of or failure by Seller to perform any covenant of its respective covenants set out in this Agreement or agreement of Sellers or the Partnership contained in or made pursuant to this Agreement, or any Transaction Document; and (c) any Undisclosed LiabilityExcluded Obligations. Notwithstanding any other provision in this Article VII, or no claim shall be made by Buyer under Section 7.1(a) unless and until any and all Losses exceed Thirty Thousand Dollars (d$30,000) any FCC imposed forfeitures relating to actions or inactions by (the Partnership or “Basket”) in the General Partner prior aggregate (in which event Seller shall be responsible for all Losses in excess of the Basket), and all indemnification obligations shall be limited to the Closingtotal amount of Two Hundred Fifty Thousand Dollars ($250,000) (the “Indemnification Cap”); provided, however, Sellers that the Basket and the Indemnification Cap shall not be required apply to indemnify Purchaser with respect to Losses arising out of any Claim based upon the fraud, intentional misrepresentation, intentional breach of this Agreement, or any breach of any representation, warranty, representation, or covenant or agreement contained deemed a Fundamental Rep as defined in or made pursuant to this Agreement unless the amount of such Claim, when aggregated with all other such Claims, shall exceed $50,000, but then such indemnification shall be to the full extent of the ClaimSection 7.3.

Seller’s Agreement to Indemnify. Subject to the terms Section 7.3 and conditions of this Article XIIexcept as provided in Section 7.4, each Seller severally (and not jointly) agrees to indemnify, defend shall indemnify and hold Purchaser harmlessBuyer and each officer, but only director, manager, member, and Affiliate of Buyer harmless against and in proportion to hisrespect of any and all Actions, her or its pro rata share of Partnership Interests as set forth in Schedule 3.02, from and against all demands, claims, actions or causes of action, assessmentsliabilities, losses, damages, liabilitiesdeficiencies, costs and expensescosts, or expenses (including without limitation, the reasonable attorneys' fees and expenses (collectively "Claim" or "Claims"of counsel), asserted against(collectively, imposed upon or incurred by Purchaser by reason of or the “Losses”) resulting from (a) a any breach of or inaccuracy in any representation or warranty of Sellers made by Seller in this Agreement or the Partnership contained in or made pursuant to this Agreement, or Transaction Documents; (b) a any breach of or failure by Seller to perform any covenant of its respective covenants set out in this Agreement or agreement of Sellers or the Partnership contained in or made pursuant to this Agreementany Transaction Document, or (c) any Undisclosed LiabilityExcluded Obligations. Notwithstanding any other provision in this Article VII, or no claim shall be made by Buyer under Section 7.1(a) unless and until any and all Losses exceed Twenty Thousand (d$20,000) any FCC imposed forfeitures relating to actions or inactions by (the Partnership or “Basket”) in the General Partner prior aggregate (in which event Seller shall be responsible for all Losses), and all indemnification obligations shall be limited to the Closingtotal amount of One Hundred Thousand Dollars ($100,000) (the “Indemnification Cap”); provided, however, Sellers that the Basket and the Indemnification Cap shall not be required apply (i) to indemnify Purchaser with respect to Losses arising out of any Claim based upon the fraud, intentional misrepresentation or intentional breach of this Agreement, or (ii) any warranty, representation, covenant or agreement contained in or claim for Losses made pursuant by a party to this Agreement unless the amount an Assigned Contract for a breach of such ClaimAssigned Contract prior to the Closing as a result of the gross negligence of Seller or Seller’s employees; provided, when aggregated with further, that all other such Claims, shall exceed $50,000, but then such indemnification obligations arising under clause (ii) shall be limited to the full extent of the ClaimPurchase Price.

Seller’s Agreement to Indemnify. Subject to Upon the terms and subject to conditions of this Article XIIXI, each Seller severally (and not jointly) agrees to shall indemnify, defend and hold Purchaser harmlessharmless Buyer, but only in proportion to hisits Affiliates (including the Company and its Subsidiaries) and their respective officers, her or its pro rata share of Partnership Interests as set forth in Schedule 3.02directors, and employees ("Buyer Indemnified Parties"), from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and expenses (collectively collectively, "Claim" or "ClaimsDamages"), asserted against, resulting to, imposed upon or suffered or incurred by Purchaser Buyer Indemnified Parties by reason of or resulting from arising from: (a) a breach of any representation or warranty of Sellers or the Partnership Seller contained in this Agreement or made any certificate delivered hereunder (other than those representations and warranties contained in Section 3.14, which shall be indemnified pursuant to this Agreement, or Section 6.1); (b) a breach of any covenant or agreement of Sellers or the Partnership Seller contained in this Agreement or made pursuant to this Agreementany certificate delivered hereunder (other than those covenants and agreements contained in Section 6.1), or (c) any Undisclosed Excluded Liability, or ; (d) the Retained Litigation or (e) the failure to obtain any FCC imposed forfeitures relating Consent to actions or inactions by Required Consent Payor Contract such that it becomes a Consented Payor Contract unless, at the Partnership or time that such Damages are incurred, the General Partner prior to the Closing; provided90% Payor Contract Condition is satisfied (collectively, however, Sellers shall not be required to indemnify Purchaser with respect to any Claim based upon the breach of any warranty, representation, covenant or agreement contained in or made pursuant to this Agreement unless the amount of such Claim, when aggregated with all other such "Buyer Claims, shall exceed $50,000, but then such indemnification shall be to the full extent of the Claim").