Seller’s Indemnification Obligation. Seller shall indemnify and defend Buyer, its subsidiaries and affiliates, and each of their respective directors, members, managers, officers, employees and agents (each, a “Buyer Indemnified Party”), and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (a) any breach of any representation or warranty of Seller contained in or given in writing pursuant to this Agreement, or in any other agreement or instrument delivered in connection herewith, (b) any breach or nonfulfillment by Seller of any covenant or obligation contained in this Agreement or in any other agreement or instrument delivered in connection herewith, (c) any and all liabilities and obligations of every nature and description of Seller, or (d) Seller’s possession or use of the Assets, the Premises or the Store up to and including the Date of Inventory, Seller’s operations prior to or on the Date of Inventory, Seller’s third party provider numbers or licenses, Seller’s Existing Leases, or any other events, acts or omissions of Seller which occurred prior to or on the Date of Inventory, including, without limitation, claims or actions brought against Buyer under Seller’s Existing Leases based on events, acts or omissions of Seller which occurred prior to or on the Date of Inventory. The terms and provisions of this Section 10 shall survive the Closing.
Seller’s Indemnification Obligation. Seller agrees to protect, defend, indemnify and hold Buyer harmless from and against any and all third party claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including reasonable attorney's fees), which Buyer may hereafter incur, become responsible for or pay out as a result of death bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any violation of governmental law, regulation, or orders, caused, in whole or in part, by (a) Seller's breach of any term or provision of this Agreement, (b) any negligent or willful acts, errors or omissions by Seller, its employees, officers, agents, representatives or sub-contractors in the performance of Services under this Agreement; or (c)
Seller’s Indemnification Obligation. Seller agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Buyer and their respective officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Buyer Indemnified Parties”) from and against any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (each, a “Liability” and, collectively, “Liabilities”) incurred by any of the foregoing Persons arising out of (a) any misrepresentation in or breach of any representation or warranty of Seller contained in Article II of this Agreement and/or (b) any breach of any covenant or agreement of Seller contained in this Agreement, and/or (c) any action, suit, litigation, proceeding at law or in equity, arbitration or governmental investigation against, or threatened against, Buyer relating to any pre-Closing matter regarding the Purchased Assets, except in all cases to the extent any Liabilities arise out of any breach of the Buyer's representations, warranties, covenants or agreements set forth in this Agreement.
Seller’s Indemnification Obligation. Seller and Parent shall jointly and severally indemnify and hold harmless Purchaser and its Affiliates and the respective directors, officers and employees of the foregoing Persons ("Purchaser Indemnified Parties") from and against:
Seller’s Indemnification Obligation. Huffy and Sellers shall, jointly and severally, indemnify and hold Purchaser and its Affiliates, and their successors and assigns, harmless from and against, and in respect of:
Seller’s Indemnification Obligation. Seller agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Buyer, its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Buyer Indemnified Parties”) from and against any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (each, a “Liability” and, collectively, “Liabilities”) incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation or warranty of Seller contained in Article II of this Agreement, (b) any breach of any covenant or agreement of Seller contained in this Agreement or (c) any use by Seller, its Affiliates or their respective licensees (other than xXXxX*s or Buyer) of the CCS Domain Name or the CCS Trademark prior to the Closing, including, without limitation, any claims of infringement relating thereto.
Seller’s Indemnification Obligation. 2.1 Subject to Sections 2.2 to 2.11, SELLER shall indemnify, defend, save and hold harmless the SER Indemnified Parties from and against all Environmental Damages imposed upon or incurred by the SER Indemnified Parties, resulting from:
Seller’s Indemnification Obligation. The Seller covenants and agrees to indemnify, defend and hold harmless the Purchaser and its officers, directors, control Persons, representatives, executors, assigns, successors and affiliates (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all losses, damages, liabilities, claims, costs, expenses (including reasonable legal fees) (“Losses”); provided, however, that “Losses” will not include special, exemplary, treble, unforeseeable consequential, or punitive damages, suffered, sustained, incurred or paid by any Purchaser Indemnified Party resulting from or arising out of, directly or indirectly:
Seller’s Indemnification Obligation. Seller agrees that, from and after the Closing, it shall indemnify, defend and hold harmless Buyer, its officers, directors, Affiliates, partners, members, managers, employees, agents and other representatives (“Buyer Indemnified Parties”) from and against any damages, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) (each, a “Liability” and, collectively, “Liabilities”) incurred by any of the foregoing Persons arising out of (a) any inaccuracy or breach of any representation or warranty of Seller contained in Article II of this Agreement, (b) any breach of any covenant or agreement of Seller contained in this Agreement or (c) any use by Seller, its Affiliates or their respective licensees prior to the Closing, including, without limitation, any claims of infringement relating thereto.
Seller’s Indemnification Obligation. (a) Seller and Balk shall jointly and severally indemnify and hold harmless Buyer and its Affiliates and their officers, directors and shareholders ("Buyer Indemnified Parties") from and against any and all Losses which are incurred by or asserted against one or more Buyer Indemnified Parties:
