Seller’s Obligation to Indemnify. Subject to the limitations set forth in Section 10.3, Seller shall indemnify and hold Purchaser and any of Purchaser's direct or indirect wholly-owned subsidiaries, and Purchaser and such subsidiaries only, harmless in respect of any and all Damages actually incurred, suffered or sustained by Purchaser in connection with (i) an imposition of any liability against Purchaser in connection with any Excluded Asset or arising from any Excluded Liability, (ii) the breach of any representation or warranty contained in Section 6, (iii) the breach or other failure of Seller to perform any covenant, agreement or obligation of Seller pursuant to this Agreement, (iv) arising from, by reason of or in connection with Seller's failure to comply with the requirements of any bulk sales or similar legislation applicable to the transactions contemplated by this Agreement, (v) arising from, by reason of, in connection with, or relating to any Environmental Claim resulting from, arising out of or relating to the ownership, operation, condition at anytime on or before the Closing Date or the conduct of the Business by Seller at anytime prior to the Closing Date, in either case, even if such claim is not discovered until after the Closing Date, (vi) the costs of any Remedial Action necessary in connection with any of the Assets in order to prevent the occurrence of any Environmental Claim or arising out of or based upon a condition relating to the Assets which existed prior to the Closing Date, or (vii) arising from, reason of or in connection with the lawsuit identified as the Trend Litigation, including any effect such lawsuit had on the continuing operations or customer relationships of the Business; PROVIDED that in no case shall Seller's obligations to Purchaser or any party associated or Affiliated with Purchaser in respect of Damages incurred by reason of or in connection with this Agreement or the breach, non-performance or any other Claim in respect hereto exceed the amount of the Purchase Price (herein, the "Cap").
Seller’s Obligation to Indemnify. Subject to the provisions of this Article VIII, subsequent to the Closing Seller shall indemnify and hold harmless Buyer, the Company, the Company Subsidiaries and their respective directors, officers, employees, agents, Affiliates and assigns (collectively, the "Buyer Indemnified Persons") from and against all losses, liabilities, damages, deficiencies, Taxes, costs or expenses, including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys' fees, accountants fees or other expert witnesses, whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing (collectively, "Losses") suffered or incurred by any Buyer Indemnified Person based upon, arising out of or otherwise in respect of (a) any inaccuracy in or breach of any representation or warranty of Seller in this Agreement or in any document or certificate delivered pursuant hereto, (b) any breach of any covenant or agreement of Seller in this Agreement, or (c) any Loss to the extent such Loss relates to the Retained Assets, (d) any Loss related to the exercise, settlement, acceleration, termination or expiration of any award granted under any of the Stock Plans prior to the Closing until all such awards have been exercised or terminated, (e) any Loss related to the Overture Litigation, net of any collection by the Company on the accounts receivable received after the Closing Date from Overture or its Affiliates, until such litigation is finally settled and all amounts owing thereunder have been paid in full, (f) any Loss related to the termination or assignment of the agreement with Manchester United which is referred to as item 16 on Schedule 3.12, or (g) any Loss related to the arbitration proceedings in Malaysia in connection with the work force reduction implemented by Lycos Asia Limited in 2001 which is referred to on Schedule 3.21.
Seller’s Obligation to Indemnify. Seller agrees to indemnify, defend and hold Group 1 and Purchaser harmless (subject to the limitations and conditions set forth in Sections 8.3 and 8.
Seller’s Obligation to Indemnify. Following the Closing, Seller and LMP (jointly and severally with Seller) will indemnify and hold Buyer, its affiliates, managers, members, officers, and directors harmless from and against any and all Losses resulting from: (i) any misrepresentation, default, breach of warranty or non-fulfillment of any agreement on the part of Seller or LMP under this Agreement; (ii) any misrepresentation in or occasioned by any certificate, document, or other instrument or to be furnished by Seller or LMP in connection with the transactions contemplated by this Agreement; (iii) the ownership, management, and operations of the Dealership or the Assets prior to the Closing Date; (iv) any misrepresentation, inaccuracy, or failure of any representation or warranty of Seller; (v) the Excluded Liabilities; (vi) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including without limitation, reasonable legal fees and expenses incident to any of the foregoing or incurred in investigating or attempting to void the same or to oppose the imposition thereof or in enforcing this indemnity, and (vii) any audits, including warranty audits, for sales, service and business operations of Seller arising or accruing prior the Closing Date.
Seller’s Obligation to Indemnify. From and after the Closing, Seller agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law, the Company and each of its officers, directors, employees and Affiliates (in such capacity, the “GCI Indemnified Party”), from, against and in respect of any Losses arising from or otherwise related to, directly or indirectly any breach of any representation or warranty made by or on behalf of Seller in this Agreement.
Seller’s Obligation to Indemnify. (a) Subject to clauses (b) through (e) of this Section 11.2 and the other provisions of this Article 11, Seller shall indemnify, defend and hold harmless Buyer (and its Affiliates, employees and assigns) from and against all Losses resulting from or arising out of (1) any breach or inaccuracy of any representation or warranty made by Seller contained in this Agreement, or (2) any breach, non-compliance or non-performance by Seller or the Company with any of the covenants or agreements of Seller or the Company contained in this Agreement.
(b) Seller shall not be liable for Losses under Section 11.2(a)(1) if the aggregate Losses incurred by Buyer (and its Affiliates, employees, and assigns) to which it is entitled to indemnification under Section 11.2(a)(1) is less than zero point seven five percent (0.75%) of the Purchase Price; provided, that Buyer shall be entitled to recover the full amount of all such Losses once such threshold is met; and provided further, that the foregoing limitation of liability shall not apply to any indemnification obligation under Section 11.2(a)(1) resulting from a breach of the representations or warranties contained in Sections 3.1 through 3.4.
(c) The maximum aggregate liability of Seller for Losses under Section 11.2(a) shall not exceed eighty percent (80%) of the Purchase Price, except for indemnification obligations under Section 11.2(a)(1) resulting from a breach of the representations or warranties contained in Sections 3.1 through 3.4 or Section 3.20 or the covenants contained in Section 7.5 hereto for which the maximum aggregate liability of Seller, when added together with any other liability of Seller hereunder, shall not exceed the Purchase Price.
(d) The indemnities herein of Seller are intended solely for the benefit of Buyer and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or be enforceable by, any other Person.
(e) For purposes of determining the amount of any Losses, such amount shall be reduced by the amount of any insurance benefits and proceeds received or otherwise payable to Buyer or the Company. Any insurance recoveries by the Company or Buyer, with respect to any loss for which such entity has already been indemnified hereunder, shall be paid over to Seller. Seller’s liability to Buyer under this Section 11 shall be reduced on a dollar for dollar basis by any amount, in the aggregate, that the Company may recover from Seller under the Contribution Agreement after...
Seller’s Obligation to Indemnify. From and after the Closing Date, Seller shall indemnify and hold harmless Purchaser and its respective successors and assigns, officers, directors, shareholders, employees, advisors and agents, from and against any and all proceedings, judgments, obligations, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses (including without limitation reasonable attorneys' fees, paralegals' fees, investigation expenses, court costs, interest and penalties) arising out of or in connection with, or caused by, directly or indirectly, any or all of the following:
7.1.1 Any misrepresentation, breach or failure of any warranty or representation made by Seller in this Agreement or pursuant hereto.
7.1.2 Any failure or refusal by Seller to satisfy or perform any term or condition of this Agreement to be satisfied or performed by Seller.
Seller’s Obligation to Indemnify. Seller hereby agrees to indemnify and hold Buyer and its affiliates and subsidiaries, and each of their respective stockholders, directors, officers, employees and attorneys, and their respective successors and assigns (collectively, the “Buyer Indemnified Parties”), forever harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities, dues, assessments, fines, penalties, fees, costs, amounts paid in settlement and damages of any nature or kind (including, without limitation, costs and expenses of counsel and paralegals, costs of investigation and defense, at all trial and appellate levels), whether or not arising from any demand, threat, claim, suit, action, litigation, investigation, study, arbitration, administrative hearing, other proceeding and whether or not involving a third party claim (collectively, the “Losses”), incurred or suffered by the Buyer Indemnified Parties, or any one of them, arising out of, resulting from or in any other way related to, directly or indirectly: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or incorporated into this Agreement, or (ii) any breach of the covenants or agreements made by Seller in or pursuant to the Option or this Agreement (collectively, “Indemnifiable Damages”).
Seller’s Obligation to Indemnify. Subject to the limitations set forth in this Article IX, Seller agrees to indemnify, defend and hold harmless Buyer and the Company (with respect to the Company, after the Closing only) and their respective directors, officers, employees, Affiliates and assigns (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”) from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties (including any penalty or sanction by any regulatory body) and reasonable outside attorneys’ fees and disbursements (collectively, “Losses,” and individually a “Loss”), asserted against, imposed upon or incurred by Buyer by reason of or arising out of or in connection with (i) any misrepresentation, breach of or failure to perform any representation, warranty, covenant or agreement of Seller in this Agreement; (ii) Seller’s ownership or operation of the Company prior to the Closing to the extent that such liability was not disclosed in the documents and schedules referenced in Article III, or was not fully reflected and accrued for in the YTD Financial Statements; and (iii) costs, fees and other expenses of Seller as set forth in Section 5.4 hereof.
Seller’s Obligation to Indemnify. Subject to the limitations set forth in this Section XI, each of the Sellers shall jointly and severally indemnify and hold the Purchaser or (following any acquisition of the Company by the Purchaser) the Company, as the case may be, harmless from and against any and all Losses incurred, suffered or undertaken by the Purchaser and/or the Company arising from or relating to any breach by the Sellers or the Company of any of the warranties or representations in Section IX or any covenant or undertaking given by it under this Agreement in whole or in part.
