Common use of Seller’s Indemnities Clause in Contracts

Seller’s Indemnities. Seller hereby agrees to indemnify, defend and hold Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by Buyer directly or indirectly relating to or arising out of: 16. 1.1 Any and all liabilities, obligations, or commitments of Seller of any nature, whether absolute, accrued, contingent, or otherwise, including those relating to all periods prior to the Closing, whether the claim is asserted prior to or after the Closing, by reason of or resulting from liabilities or obligations of or claims against Seller in connection with Seller's ownership or operation of the Station prior to the Closing, except liabilities, obligations, or commitments of Seller included in the Assumed Liabilities; 16. 1.2 The breach of any of the representations or warranties or failure by Seller to perform any covenants, conditions or agreements of Seller set forth in this Agreement; 16. 1.3 Any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; 16. 1.4 The failure of Seller to pay, perform or discharge when due any of Seller's obligations, liabilities or Contracts not assumed by Buyer pursuant to this Agreement; 16. 1.5 Any employee benefit plan maintained by Seller.

Seller’s Indemnities. Seller hereby agrees to indemnify, defend and hold Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by Buyer directly or indirectly relating to or arising out of: 16.: 1.1 16.1.1 Any and all liabilities, obligations, or commitments of Seller of any nature, whether absolute, accrued, contingent, or otherwise, including those relating to all periods prior to the Closing, whether the claim is asserted prior to or after the Closing, by reason of or resulting from liabilities or obligations of or claims against Seller in connection with Seller's ownership or operation of the Station Stations prior to the Closing, except liabilities, obligations, or commitments of Seller included in the Assumed Liabilities; 16.; 1.2 16.1.2 The breach of any of the representations or warranties or failure by Seller to perform any covenants, conditions or agreements of Seller set forth in this Agreement; 16.; 1.3 16.1.3 Any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; 16.; 1.4 16.1.4 The failure of Seller to pay, perform or discharge when due any of Seller's obligations, liabilities or Contracts not assumed by Buyer pursuant to this Agreement; 16.1.5 The litigation listed on Section 7.15 of the Disclosure Schedule; 16.and 1.5 16.1.6 Any employee benefit plan maintained by Seller.

Seller’s Indemnities. Seller hereby agrees to indemnify, defend and hold Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by Buyer directly or indirectly relating to or arising out of: 16.: 1.1 16.1.1 Any and all liabilities, obligations, or commitments of Seller of any nature, whether absolute, accrued, contingent, or otherwise, including those relating to all periods prior to the Closing, whether the claim is asserted prior to or after the Closing, by reason of or resulting from liabilities or obligations of or claims against Seller in connection with Seller's ownership or operation of the Station Stations prior to the Closing, except liabilities, obligations, or commitments of Seller included in the Assumed Liabilities; 16.; 1.2 16.1.2 The breach of any of the representations or warranties or failure by Seller to perform any covenants, conditions or agreements of Seller set forth in this Agreement; 16.; 1.3 16.1.3 Any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; 16.; 1.4 16.1.4 The failure of Seller to pay, perform or discharge when due any of Seller's obligations, liabilities or Contracts not assumed by Buyer pursuant to this Agreement; 16.1.5 The litigation listed on Section 7.15 of the Disclosure Schedule; 16.and 1.5 16.1.6 Any employee benefit plan maintained by Seller.. [NYCORP] 35907.1

Seller’s Indemnities. Seller and Arfa hereby agrees agree (subject to Section 19.4) to indemnify, defend and hold Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) Losses asserted against, resulting from, imposed upon or incurred by Buyer directly or indirectly relating to or arising out of: 16.: 1.1 16.2.1 Any and all liabilities, obligations, or commitments of Seller not included in the Assumed Liabilities of any nature, whether absolute, accrued, contingent, or otherwise, including those relating to all periods prior to the Closing, whether the claim is asserted prior to or after the Closing, by reason of or resulting from liabilities or obligations of or claims against Seller or Arfa in connection with Seller's ownership or operation of the Station operations prior to the Closing, except (it being understood and agreed that the liabilities, obligations, or commitments of Seller included in the Assumed Liabilities; 16.Liabilities are being assumed by the Buyer pursuant to Section 2.1); 1.2 16.2.2 The breach of any of the representations or warranties or failure by Seller to perform any representations, warranties, covenants, conditions or agreements of Seller or Arfa set forth in this Agreement; 16.Agreement and the Transaction Agreements; 1.3 16.2.3 Any failure to comply with any "bulk sales" laws applicable to the transactions contemplated hereby; 16.; 1.4 16.2.4 The failure of Seller or Arfa to pay, perform or discharge when due any of Seller's obligations, liabilities or Contracts not assumed by Buyer pursuant to this Agreement; 16.2.5 The litigation (if any) listed on Section 7.15 of the Disclosure Schedule; 16.and 1.5 16.2.6 Any employee benefit plan maintained by Seller.