Common use of Seller’s Obligation to Indemnify Clause in Contracts

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. Subject Seller hereby agrees to the provisions of this Article VIII, subsequent to the Closing Seller shall defend and indemnify Buyer and hold harmless Buyer, the Company, the Company Subsidiaries its Affiliates and subsidiaries and their respective directors, officers, employees, agentsagents and representatives, Affiliates and the successors and assigns of each of them (collectively, the "“Buyer Indemnified Persons"Parties”) and Seller does hereby agree to hold the Buyer Indemnified Parties forever harmless, from and against any and all lossesClaims made, liabilitiesbrought or asserted against the Buyer Indemnified Parties, damagesor any one of them, deficienciesand Seller hereby agrees to pay or reimburse the Buyer Indemnified Parties for any and all Claims payable by any of the Buyer Indemnified Parties to any Person, Taxesincluding reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs or expensesof investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, including interest through all negotiations, mediations, arbitrations, trial 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 uponappellate levels, arising out of from or otherwise in respect of as a result of: (a) any inaccuracy in misrepresentation, breach or breach failure of any warranty or representation or warranty of made by Seller in this Agreement or in any document or certificate delivered pursuant hereto, of the Transaction Ancillary Documents; (b) any breach failure or refusal by Seller to satisfy or perform any covenant, term or condition of any covenant this Agreement to be satisfied or agreement of Seller in this Agreement, or performed by Seller; (c) any Loss to the extent such Loss relates to the Retained Assets, Claims arising under or in connection with any Excluded Liabilities; and (d) any Loss related to third party Claims (other than the exercise, settlement, acceleration, termination or expiration Assumed Liabilities) of any award granted under any of nature or kind whatsoever, whether accrued, absolute, contingent or otherwise, against or affecting Buyer or the Stock Plans prior to the Closing until all such awards have been exercised Purchased Assets arising from 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 3.21conduct of the EDC Business or the ownership or use of the Purchased Assets before the Closing Date.

Seller’s Obligation to Indemnify. Subject to Each Seller Party (the provisions of this Article VIII“Seller Indemnifying Parties”), subsequent to the Closing Seller jointly and severally, shall defend, indemnify and hold harmless the Buyer, the Company, the Company Subsidiaries its Affiliates and their respective directors, officers, employees, agents, Affiliates Representatives and successors and permitted assigns (collectively, the "Buyer Indemnified Persons") Parties”), from and against any and all lossesactions, suits, proceedings, claims, demands, debts, liabilities, obligations, losses, diminution in value, 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 expenses (collectively, "Losses") suffered or incurred by any Buyer Indemnified Person based uponcollectively “Adverse Consequences”), arising out of, or in connection with, or caused by, directly or indirectly, any or all of or otherwise in respect of the following: (a) any inaccuracy in misrepresentation or breach of any representation or warranty of made by the Seller Parties in this Agreement or in any document certificate or certificate schedule delivered by the Seller Parties pursuant hereto, , (b) any breach of by the Seller Parties to satisfy or perform any covenant covenant, restriction or agreement of applicable to the Seller Parties contained in this Agreement, Agreement or in any certificate or schedule delivered pursuant hereto, (c) any Loss Liability for (A) Taxes of the Company or the RE Company that are attributable to a taxable period (or portion thereof) ending on or prior to the extent such Loss relates Closing Date (determined in accordance with Section 5.7(d)), (B) the portion of Transfer Charges for which Sellers are responsible pursuant to Section 5.7(a) and (C) Taxes of any Person imposed on the Retained AssetsCompany or the RE Company as a transferee or successor, by Contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing; (d) any Loss related Proceedings disclosed or required 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, be disclosed on Schedule (e) any Loss related Debt of the Company or Transaction Cost, to the Overture Litigation, net of any collection by extent not deducted from 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, Purchase Price pursuant to Section 2.5(a); (f) any Loss related to claim that the termination or assignment Closing Report does not reflect the proper allocation and distribution of the agreement with Manchester United which is referred to as item 16 on Schedule 3.12, or Purchase Price; and (g) any Loss related costs of enforcing this Agreement and all actions, suits, proceedings, claims and demands incident 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 3.21foregoing or such indemnification.

Seller’s Obligation to Indemnify. Subject A. In addition to the provisions indemnification obligations of this Article VIIISeller specifically set forth in Section 1.5, subsequent to the Closing Seller shall have the obligations to reimburse, indemnify and hold harmless Buyer, the Company, the Company Subsidiaries Buyer and their respective directors, officers, employees, agents, Affiliates and assigns Acquisition (collectively, the "Buyer Indemnified PersonsIndemnification Obligations") from as set forth in this Section 9.1. From and after the Closing Date, the Seller shall reimburse, indemnify and hold Buyer and Acquisition harmless against and in respect of any and all damages, losses, liabilitiesliabilities or deficiencies (including without limitation all reasonable legal expenses and other costs incurred by Buyer or Acquisition in connection with any and all actions, damagessuits, deficienciesproceedings, Taxesdemands, costs investigations, judgments or expensessettlements relating thereto, 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 subject to the provisions of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing Section 9.5 hereof) (collectively, "Losses") suffered or incurred by any Buyer Indemnified Person based uponresulting from, arising out of or otherwise in respect of relating to: (a) any inaccuracy in or Any misrepresentation, breach of warranty or nonfulfillment of any representation covenant or warranty agreement on the part of Seller in this Agreement or any misrepresentation in or material omission from the Schedules or any document written statement, list, certificate or certificate delivered other instrument furnished by Company or Seller to Buyer or Acquisition pursuant hereto, to this Agreement; and (b) Any and all due and unpaid state, federal or local income or other taxes assessed against Buyer or Acquisition in connection with Company's or Seller's operations prior to the Closing Date, and any civil penalties or other adverse governmental action resulting from or relating to taxes associated with Company or Seller; and (c) Any claim by any person, firm or corporation for brokerage or other commission or similar fees insofar as such claims are alleged to be based on arrangements made by Company and/or by Seller, other than the liabilities for commissions assumed by Acquisition pursuant to Section 1.2(b) hereof; and (d) Any claim, demand, proceeding or suit against Company or Seller (or any employee of either Company or Seller arising out of his or her employment) arising out of actions (or omissions) or events prior to the Closing Date including but not limited to: (i) breach of fiduciary duty; (ii) sex discrimination or harassment under state or federal law; (iii) wage and hour law violation; (iv) age discrimination; (v) unlawful practice of law; (vi) transaction of business by an unauthorized or unlicensed broker or correspondent; (vii) violation of state or federal laws, rules or regulations; (viii) fraud, deceit, misrepresentation or other tort; (ix) except for the obligations specifically assumed by Acquisition pursuant to Section 1.2 (b) hereof, oral contracts to pay bonuses or additional compensation to present or former employees, agents, directors, brokers, correspondents, or officers in its operations; (x) wrongful termination or discharge by any covenant employee (and related claims); (f) Any debts or agreement liabilities of Company and/or Seller incurred prior to the Closing Date, whether known or unknown, absolute, contingent, matured or unmatured, and which result in loss, cost or expense to Buyer or Acquisition, other than the liabilities and obligations specifically assumed by Buyer or Acquisition in this Agreement; (g) Any other liabilities or claims whatsoever against Buyer or Acquisition that relate to or arise out of the national mortgage origination business conducted by the Company or Seller other than liabilities and obligations specifically assumed by Buyer or Acquisition in this Agreement, or (c) any Loss to liabilities and claims arising out of acts or omissions of Buyer or Acquisition following 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 3.21Closing.

Seller’s Obligation to Indemnify. Subject (a) Subsequent to the provisions of this Article VIIIClosing, subsequent to the Closing Seller shall indemnify and hold harmless Buyer, the Company, the Company Subsidiaries Purchaser and New Sub and their respective directors, officers, employees, agents, Affiliates affiliates and assigns assigns, other than any Seller, (collectively, the "Buyer Indemnified PersonsPURCHASER 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, "LossesLOSSES") suffered or incurred by any Buyer Purchaser Indemnified Person based upon, arising out of or otherwise in respect of (ai) any inaccuracy in or breach of (without regard to any knowledge, dollar threshold, materiality or Material Adverse Effect qualifications contained therein) any representation or warranty of the Seller in this Agreement or in any document or certificate delivered pursuant hereto, (ii) any breach of (without regard to any knowledge, dollar threshold, materiality or Material Adverse Effect qualifications contained therein) any covenant or agreement of the Seller in this Agreement or in any document delivered pursuant hereto; provided that in determining the amount of any Loss suffered or incurred by any Purchaser Indemnified Person hereunder, such Loss shall be reduced by the economic benefit to any Purchaser Indemnified Person, if any, occurring or reasonably anticipated to occur from any applicable insurance coverage and the benefits actually received under federal, state and local Tax laws then applicable and the allowance of an appropriate discount for timing factors. (b) No indemnification shall be payable pursuant to Section 8.2(a) with respect to any inaccuracy or breach of any representation or warranty or breach of any covenant or agreement of Seller after termination thereof in this Agreementaccordance with Section 8.1, or (c) any Loss except with respect 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 claims made prior to the Closing such termination pursuant to Section 8.7 but not then resolved (such representation, warranty, covenant or agreement surviving with respect to such claim until all resolution of 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 3.21claim).

Seller’s Obligation to Indemnify. Subject to Following the provisions of this Article VIIIClosing, subsequent to the Closing Seller shall reimburse, indemnify and hold harmless Buyer, the Company, the Company Subsidiaries Purchaser and their respective each of its directors, officers, shareholders, employees and agents (each such person and its or his heirs, executors, administrators, successors and assigns is referred to in this Section 6.1 as an "Indemnified Party") against and in respect of: (a) any and all liabilities and obligations of any nature whatsoever of or relating to the Business and/or the Seller which may attach to the Assets, or relating to or arising out of the business, operations or assets of the Seller prior to the Closing or the actions of the Seller's officers, employees, representatives or agents prior to the Closing, including without limitation any liability (i) relating to, and any claim which arises out of or is based upon, negligence, strict liability, any environmental condition, event or practice, or any express or implied representation, warranty, agreement or guarantee made by or on behalf of the Seller, or alleged to have been made by or on behalf of the Seller, (ii) which is imposed or asserted to be imposed on the Seller, or any successor entity by operation of law or (iii) which otherwise arises in connection with any product used, leased, sold, manufactured, repaired, replaced, delivered, shipped or installed by or on behalf of the Seller, or with any service performed by or on behalf of the Seller, including without limitation any acts, omissions, workmanship or material performed or sold by the Seller prior to the Closing, with all of the foregoing being irrespective of the date that any claim, suit or other cause of action is filed or otherwise instituted against the Seller, or any successor entity (and with all references to the Seller in this Section 6.1 also deemed to be references to any predecessor of the Seller); provided that the foregoing shall not apply to the liabilities and obligations of the Seller to be assumed by the Purchaser pursuant to Section 1.4(a) or 4.1 hereof; (b) any and all claims, actions, suits or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Party that relate to the Seller, the business, operations or assets of the Seller, or the actions of the Seller's directors, officers, shareholders, employees, representatives or agents, Affiliates as the case may be, and assigns which result from or arise out of any event, occurrence, action, inaction or transaction occurring prior to the Closing; (collectivelyc) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any Indemnified Party because of or that result from, relate to or arise out of: (i) the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, covenant, agreement or statement of the Seller contained in this Agreement or contained in any xxxx of sale, assignment, certificate, agreement or other writing furnished to the Purchaser by or on behalf of the Seller in connection with the Closing or any of the other transactions contemplated by this Agreement; (ii) any claim by any former employee or any officer or employee of the Seller which results from or arises out of any event, occurrence, action, inaction or transaction occurring prior to the Closing; (iii) any claim, loss, liability or expense which may be asserted against or incurred by the Purchaser in connection with the Purchaser's efforts to assist in the collection of the Seller's accounts receivable, except for expenses incurred by the Purchaser in the performance of its obligations under Section 4.2 hereof (but not excluding expenses relating to the retention of legal counsel or collection agencies); or (iv) any of the matters referred to in Sections 6.1(a) and 6.1(b) above; and (d) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including without limitation reasonable attorneys' fees and expenses) incident to any of the foregoing or to the enforcement of this Section 6.1; or (e) any and all loss, claims, liability, damages, injury to person, property, or natural resources, cost, expense, action or cause of action, arising in connection with the release or presence of any hazardous substances and/or contaminents, as defined in any local, state or federal rule, law, or regulation, at Stuart Nissan or Stuart Volvo, through the acts of Seller, its employees, agents or invitees acting with Seller's authority, or the forseeable or unforseeable consequences thereof, if such release occurred prior to Closing. The foregoing includes, without limitation, all costs at law or in equity of removal, remediation of any kind, and disposal of such hazardous substances, all costs of determining whether the premises upon which Stuart Volvo and/or Stuart Nissan is in compliance and cause all such premises to be in compliance with all applicable environmental laws, all costs associated with claims for damages to persons, property or natural resources, and Purchaser's reasonable attorney and consultant fees and court costs; (f) any and all defaults, violations, actions, suits, claims, proceedings, which create or may create any liability to Purchaser pursuant to the Volvo Lease, the "Buyer Indemnified Persons"Nissan Lease, the Lot Lease, or any dealer agreement between Seller and either Nissan or Volvo concerning the Business, and in both cases if any such events occurred prior to Closing. (g) from any and against all lossesloss, claims, liabilities, damages, deficienciesactions, Taxessuits, costs claims, proceedings which create or expensesmay create any liability, damage, expense or loss to Purchaser, including interest reasonable attorney fees and penalties imposed or assessed by any judicial or administrative body costs at the trial, appellate and reasonable attorneys' feesbankruptcy court levels, 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 Purchaser due to any Buyer Indemnified Person based uponfiling by Seller for protection under Chapter 7, arising out 11 or 13 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 AgreementU.S. Bankruptcy Code, or (c) any Loss to the extent such Loss relates to the Retained Assetsfiling or action by Seller for reorganization, (d) any Loss related to the exerciserestructuring, settlementinsolvency, accelerationbankruptcy, termination liquidation or expiration of any award granted reorganization 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 3.21States Bankruptcy codes.

Seller’s Obligation to Indemnify. Subject to Each Seller Party (the provisions of this Article VIII“Seller Indemnifying Parties”), subsequent to the Closing Seller jointly and severally, shall defend, indemnify and hold harmless Buyerthe Buyers, the Company, the Company Subsidiaries its Affiliates and their respective directors, officers, employees, agents, Affiliates Representatives and successors and permitted assigns (collectively, the "Buyer Buyers Indemnified Persons") Parties”), from and against any and all lossesactions, suits, proceedings, claims, demands, debts, liabilities, obligations, losses, diminution in value, 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 expenses (collectively, "Losses") suffered or incurred by any Buyer Indemnified Person based uponcollectively “Adverse Consequences”), arising out of, or in connection with, or caused by, directly or indirectly, any or all of or otherwise in respect of (a) the following: any inaccuracy in misrepresentation or breach of any representation or warranty of made by the Seller Parties in this Agreement or in any document certificate or schedule delivered by the Seller Parties pursuant hereto; any breach by the Seller Parties to satisfy or perform any covenant, restriction or agreement applicable to the Seller Parties contained in this Agreement or in any certificate or schedule delivered pursuant hereto; any Debt of the Sellers and LicenseCos (not including the Intraparty Obligations) and Mission Maryland or Transaction Costs, (b) any breach of any covenant or agreement of Seller in this Agreement, or (c) any Loss to the extent such Loss relates not deducted from the Purchase Price pursuant to Section 2.7(a); any Excluded Asset or any Excluded Liability; any Third Party Claim based upon, resulting from or arising out of the Retained Assetsbusiness, (d) any Loss related to operations, properties, assets or obligations of the exerciseSellers, settlementMission Maryland, acceleration, termination the LicenseCos or expiration of any award granted under any of the Stock Plans their Affiliates conducted, existing or arising on or prior to the Closing until Date; any claim that the Closing Report does not reflect the proper allocation and distribution of the Purchase Price; and any costs of enforcing this Agreement and all such awards have been exercised or terminatedactions, (e) any Loss related suits, proceedings, claims and demands incident to the Overture Litigation, net of any collection by the Company on the accounts receivable received after the Closing Date from Overture foregoing 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 3.21indemnification.