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 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 Buyer’s operation of Forest Gold on or after the Closing Date (collectively, “Seller Claims”).
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. 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. 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. 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. (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. Buyer shall indemnify and hold harmless Sellers and their respective successors, assigns, officers, directors, shareholders, employees and agents, against, and in respect of, any Damages resulting from (a) the breach of any of Buyer’s representations, warranties, covenants or agreements contained in this Agreement (which representations and warranties shall survive the Closing) or (b) Buyer’s negligence or willful misconduct with respect to the ownership or operation of the Assets.
Sellers’ Claims. (a) From and after the First Closing, 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:
(i) The breach of any of Purchaser’s representations and warranties made in this Agreement;
(ii) 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, documents and instruments executed and delivered pursuant to this Agreement;
(iii) Any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including reasonable attorneys’ fees and expenses and court costs) suffered, incurred or sustained by Sellers as a result of, by reason of or in connection with any acts or omissions by or on behalf of Purchaser or Purchaser’s Designees, including the entry by Purchaser or Purchaser’s Designees onto the Land, an Encumbered Property or the Greensville Premises, or the other activities of Purchaser or Purchaser’s Designees with respect to the Assets or the Greensville Premises; and
(iv) Any litigation, proceedings, controversies or claims relating to an Asset or the Greensville Premises and arising from, in connection with or incident to any occurrence on or subsequent to the Applicable Closing Date for such Asset or the Greensville Premises and relating thereto.
(b) 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 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) Notwithstanding the foregoing, the aggregate liability of Purchaser pursuant to Section 8.2(a) and Section 8.2(b) hereof shall not exceed an amount equal to ten percent (10%) of the Purchase Price. In addition, Purchaser shall have no liability for indemnification or otherwise with respect to Section 8.2(a)(i) hereof until the aggregate liability of Purchaser arising or resulting therefrom exceeds Five Hundred Seventy-Five Thousand and No/100 Dollars...
Sellers’ Claims. Without prejudice to any other provision of this Agreement, the Sellers shall:
(a) extend to the Purchasers the full benefit of the Sellers’ Claims, including rights against manufacturers and suppliers including all rights in connection with such manufacturers’ and suppliers’ warranties and representations whether express or implied with respect to the Business Subsidiaries and the Transferring Assets (including the benefit of all claims made by any of the Sellers thereunder but remaining unpaid at the Closing Date);
(b) if so requested by the Purchasers on or after the Closing Date assign the Sellers’ Claims to the Purchasers and pending any such assignment shall hold the Sellers’ Claims on trust for the Purchasers and shall (at the expense of the Purchasers) take such action in relation thereto as the Purchasers may reasonably require; and
(c) not, without Stago’s prior written consent, make or effect any compromise, release, waiver or settlement of any of the Sellers’ Claims.
