Seller’s Indemnity Obligations. Seller agrees to indemnify Buyer against, and hold Buyer harmless from and against, any amounts that arise from, are based on or relate or otherwise are attributable to (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement. Buyer shall be entitled to recover its reasonable and necessary attorneys’ fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section 6.1.
Seller’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, Seller shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS each entity comprising Buyer and their respective parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, losses, liabilities, claims, damages, obligations, causes of action, suits, judgments, liens, expenses, fines, penalties, and costs (including reasonable attorneys’ fees, court costs, expert fees, and other reasonable costs) (collectively, “Losses”) incurred by any of the Buyer Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of Seller contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of Seller contained in this Agreement, the Conveyance or in any transaction document related hereto; or (iii) Retained Obligations. Purchase and Sale Agreement
Seller’s Indemnity Obligations. Seller (except for TAF) shall, jointly and severally, indemnify and hold harmless Purchaser and Purchaser's officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "PURCHASER INDEMNIFIED PARTY") from and against any and all claims (including without limitation, Environmental Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) ("INDEMNIFIED AMOUNTS") incurred by a Purchaser Indemnified Party or for which a Purchaser Indemnified Party bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) except for the Assumed Liabilities, any act or omission by Seller or any officer, director, employee, agent or representative of Seller, occurring on or prior to the Closing Date with respect to the Business or the Acquisition Assets (including any claim by a third party, including employees and Clients arising out of or related to any act or omission by Seller or any officer, director, employee, agent or representative of Seller occurring on or prior to the Closing Date with respect to the Business or Acquisition Assets), (d) any Environmental Claim, or (e) any liabilities or obligations of Seller or any officer, director, employee, agent or representative of Seller not expressly assumed by Purchaser pursuant to this Agreement. For purposes of this SECTION 11.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PURCHASER INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE
Seller’s Indemnity Obligations under Section 10.1 shall not apply to infringement claims (i) arising from any portion of the Equipment that is manufactured to Buyer's design, (ii) arising from the use of the Equipment in combination with any other apparatus or material not supplied by Seller to the extent that the claims arise from such combination usage, or (iii) alleging that method of use claims in such patent are infringed by any service offering and/or by any use by Buyer of Equipment furnished hereunder to make such service offering available to the extent such service offering or use is not described by Seller in its Specifications.
Seller’s Indemnity Obligations. Seller, shall indemnify and hold Purchaser (including its affiliates and their respective officers, directors, employees and agents) harmless from and against any and all claims, actions, causes of action, arbitration's, proceedings, losses, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys' fees) ("Indemnified Amounts") incurred by Seller as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement, (c) any act or omission by Seller, (d) any action, claim, suit, arbitration, investigation or proceeding initiated by Seller which purports to affect the validity or enforceability of this Agreement or that seeks to prohibit, restrict or delay the consummation of the transactions contemplated hereby, or (e) any liabilities or obligations of Seller retained by Seller pursuant to this Agreement.
Seller’s Indemnity Obligations. Each of the Sellers agree to jointly and severally indemnify and hold the Buyer and the Subsidiary (including their officers, directors, employees and agents) harmless from and against any and all claims, actions, causes of action, arbitration's, proceedings, losses, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys' fees) ("Indemnified Amounts") incurred by the Buyer or the Subsidiary as a result of (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of either of the Sellers in this Agreement, (b) any violation or breach by either of the Sellers of or default by either of the Sellers under the terms of this Agreement, (c) any act or omission occurring, or condition or circumstances existing, prior to the Closing Date, or any condition or circumstances caused by any act or omission occurring prior to the Closing Date, by either of the Sellers or with respect to the interest in the Company or the Business not fully covered by a specific accrual liability or reserve on the unaudited financial statements, including the items set forth on Exhibit C, (d) the past or present presence, release, remediation or clean-up of, or exposure to, Hazardous Substances (as defined below) relating to or located on, within or under the Assets of the Company, (e) any product liability or other claims concerning services provided or products sold by the Company prior to the Closing Date not fully covered by a specific accrual liability or reserve on the unaudited financial statements and (f) any debts, liabilities or obligations of Sellers, direct or indirect, fixed, contingent or otherwise, that are not expressly assumed by Buyer or the Subsidiary in this Agreement. The foregoing is not an exclusive remedy, and both the Buyer and the Subsidiary shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section.
Seller’s Indemnity Obligations. Seller hereby agrees to indemnify and hold Buyer harmless from and against: (i) any loss, cost, liability or damage (“Losses”) suffered or incurred because any representation or warranty by Seller shall be false or inaccurate in any material respect (subject to the provisions of Section 14.16 below as to representations made to Seller’s knowledge); (ii) any Losses suffered or incurred because of any breach on the part of Seller of its obligations under this Contract (subject to the notice and cure provisions in Section 11.3); and (iii) all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Buyer in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section.
Seller’s Indemnity Obligations under Section 9.1 shall not apply to infringement claims (i) arising from any portion of the Equipment that is manufactured to Buyer's design, or (ii) arising from the use of the Equipment in combination with any other apparatus or material not supplied by Seller to the extent that the claims arise from such combination usage.
Seller’s Indemnity Obligations. Seller shall indemnify and hold Purchaser and the Company harmless from and against any loss, liability, claim, damage, expense (including reasonable attorney's fees and costs) or diminution of value, whether or not involving a third party claim, arising, directly or indirectly, from or in connection with the business activities of the former registered representatives of Capital Research Corporation performed on behalf of the Company. Seller shall have no liability under this Section 6 unless and until Seller receives notice asserting a claim for indemnification with respect thereto on or before the first anniversary of the date of the Closing. Notwithstanding anything to the contrary, in no event shall the aggregate liability of Seller hereunder exceed the Purchase Price.
Seller’s Indemnity Obligations. Seller shall indemnify and ------------------------------- hold Buyer (including its officers, directors, employees and agents) harmless from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys' fees) ("Indemnified Amounts") incurred by Buyer as a result of (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement, (b) any violation or breach by Seller of or default by Seller under the terms of this Agreement, (c) any act or omission occurring, or condition or circumstances existing, prior to the Closing Date, or any condition or circumstances caused by any act or omission occurring prior to the Closing Date, by Seller or with respect to the Purchased Assets or the Business, (d) the past or present presence, remediation or clean-up of, or exposure to, Specified Substances (as defined below) relating to or located on, within or under the Purchased Assets, (e) any product liability claims concerning (i) products sold by Seller prior to the Closing Date or (ii) finished Inventory, and (f) any debts, liabilities or obligations of Seller, direct or indirect, fixed, contingent or otherwise, that are not expressly assumed by Buyer under Section 3.1 of this Agreement. The representations and warranties of Seller in this Agreement, other than those in Sections 4.2, 4.7, 4.16 and 4.19 shall expire upon the third anniversary of the Closing Date, and the representations and warranties of the Seller Parties in Sections 4.2, 4.7, 4.16, and 4.19 shall survive for the maximum period permitted by applicable law; provided, that if a claim has been made with respect to a breach of a representation or warranty prior to the expiration thereof, and such claim has not been finally resolved as of the expiration thereof, such representation or warranty shall survive until the final resolution of such claim.
