Sellers’ Claims. Purchaser shall indemnify and hold harmless Sellers 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, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (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.
Sellers’ Claims. Subject to the terms and conditions of this Article 12, Buyer agrees to indemnify, defend and hold harmless Seller and any of its officers, directors, shareholders, employees or agents (“Seller Indemnitees”) from and against all Losses suffered or incurred by any of them arising from, relating to or otherwise in respect of (i) any inaccuracy in any representations or warranties contained in Article 6 of this Agreement, (ii) any breach or non-fulfillment by Buyer of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement or (iii) any Losses arising from or related to the Buyer’s operation of the Truck Stops on or after the Closing Date (collectively, “Seller Claims”).
Sellers’ Claims. Purchaser shall indemnify, defend and hold Sellers harmless from and against all costs (including reasonable attorneys’ fees and court costs and costs of investigation), losses, damages, liabilities or expenses incurred by Sellers as a result of:
(a) The non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser under or pursuant to this Agreement or any of the other agreements contemplated by this Agreement;
(b) Any claim for brokerage, finder’s fees or other commissions relative to this Agreement or any of the other agreements contemplated by this Agreement asserted by or on behalf of any broker or finder claiming to have been retained by Purchaser or to have rendered services on Purchaser’s behalf;
(c) Any litigation, proceedings, controversies or claims relating to a Facility and arising from, in connection with or incident to any occurrence on or subsequent to the Closing Date;
(d) Any litigation, proceedings, controversies or claims arising or resulting from the occupancy, possession or operation of the Facilities by the Tenants under the Tenant Leases; and
(e) All obligations, liabilities, damages, losses, claims, expenses and costs relating to the Facilities arising or accruing on or prior to the Closing Date that the Tenant under each of the Tenant Leases is or was obligated, liable or responsible to pay or perform under the terms of such Tenant Lease.
Sellers’ Claims. NAGM shall indemnify and hold harmless Sellers 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 NAGM 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; (b) any material breach of any of the representations or warranties made in this Agreement by NAGM; 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 NAGM's dealings, agreement, or arrangement with such Person.
Sellers’ Claims. All claims made by General Motors under this Article 15 (a “Sellers’ Claim”) shall be made in writing as follows:
(a) each Sellers’ Claim shall state, to the extent practicable, with reasonable detail, the specific grounds therefor and the amount claimed, if it can be determined;
(b) each Sellers’ Claim shall include all available reasonable evidence necessary to demonstrate the soundness thereof; and
Sellers’ Claims. Buyer acknowledges that Seller intends to liquidate and dissolve shortly after the consummation of the transactions set forth in this Agreement and to distribute all of the shares received from Buyer pursuant to this Agreement. Any claims Seller may have hereunder may be brought by Seller or by a designee on behalf of the shareholders of Seller.
Sellers’ Claims. (a) Purchaser shall indemnify and hold harmless Sellers, and their successors and assigns, against, and in respect of:
(i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by Sellers that result from, relate to, or arise out of:
(A) Any failure by Purchaser to carry out any covenant or agreement contained in this Agreement;
(B) Any material misrepresentation or breach of warranty by Purchaser contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to Purchaser by Sellers pursuant hereto; 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.
(ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to Sellers from any matter set forth in subsection (i) above.
(b) The amount of any liability of Purchaser under this Section 6.2 shall be computed net of any tax benefit to Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by Purchaser with respect to the matter out of which such liability arose.
(c) The representations and warranties of Purchaser contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of Sellers pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for the periods specified below ("Survival Period"):
(i) The representations and warranties contained in Section 4.20 shall survive until the expiration of any applicable statutes of limitation provided by law; and
(ii) All other representations and warranties of Sellers shall be of no further force and effect after eighteen (18) months from the Closing Date. Anything to the contrary notwithstanding, the Survival period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any su...
Sellers’ Claims. The Sellers Representative shall give prompt written notice to Buyer of any claim for which indemnification pursuant to Section 6.03 is being sought (a “Notice of Sellers Claim”). The Notice of Sellers Claim shall set forth with reasonable specificity the basis under this Agreement, and the facts that otherwise form the basis, of such Sellers Claim; provided that the failure of any Sellers Shareholder Indemnitee to provide a Notice of Sellers Claim shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced Buyer’s ability to defend such claim. Any Sellers Claim for which indemnification is being sought shall be handled in the same manner as a Buyer Claim would be handled pursuant to Section 6.04(a).
Sellers’ Claims. Subject to the terms and conditions of this Article 11, Buyer agrees to indemnify, defend and hold harmless Seller and any of its officers, directors, shareholders, employees or agents from and against all Losses suffered or incurred by any of them arising from, relating to or otherwise in respect of (i) any inaccuracy in any representations or warranties contained in Article 5 of this Agreement, (ii) any breach or non-fulfillment by Buyer of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement or (iii) any Losses arising from or related to the Buyer’s operation of St. Helena on or after the Closing Date (collectively, “Seller Claims”).
Sellers’ Claims. Seller has no claims against either Buyer or the Company, and neither Buyer nor the Company are obligated in any way or for any amounts, except for claims or obligations which may arise under this Agreement. Seller hereby releases any and all claims which it may have against Buyer and/or the Company through the Closing Date, except for claims arising under this Agreement, or claims for which Seller may be entitled to indemnification in accordance with the provisions of the Company’s Articles of Incorporation or Bylaws.
