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

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.