Seller's Right to Indemnification. Buyer hereby indemnifies and holds Seller, its officers, directors, shareholders, managers and members harmless from and against (i) any breach, misrepresentation or violation of any of Buyer's representations, warranties, covenants or obligations contained in this Agreement; (ii) all obligations and liabilities expressly assumed by Buyer hereunder pursuant to Section 4.4; and (iii) all claims by third parties against Seller attributable to Buyer's operation of the Stations after Closing. This indemnity is intended by Buyer to cover all actions, suits, proceedings, claims, demands, assessments, adjustments, interest, penalties, costs and expenses (including reasonable fees and expenses of counsel), whether suit is instituted or not and, if instituted, whether at the trial or appellate level, with respect to any and all of the specific matters set forth in this indemnity.
Seller's Right to Indemnification. Purchaser undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Sellers and hold harmless Sellers, their representatives and agents (hereinafter referred to collectively as "Seller Indemnitees") from and against and in respect of any and all Claims incurred or suffered by a Seller Indemnitee after Closing arising from: (a) a breach, misrepresentation, or other violation of any of Purchaser's covenants, warranties or representations contained in this Agreement excluding those that are to be indemnified pursuant to SECTION 13.8; (b) any claims of third parties with respect to the operation of the Company on or after the Closing Date; and (c) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, incident to any of the foregoing or incurred to oppose the imposition thereof, or in enforcing this indemnity; together with interest at the Prime Rate on any such claim from the date of incurrence by such Seller Indemnitee(s) to the date of reimbursement by Purchaser. The foregoing indemnity is intended by Purchaser to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity.
Seller's Right to Indemnification. Buyer undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Seller, and hold harmless Seller, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Seller Indemnitees") against any and all Losses incurred or suffered by a Seller Indemnitee arising from (i) the claims of third parties with respect to the operation of the Stations or ownership of the Assets after Closing; (ii) a breach, misrepresentation, or other violation of any of Buyer's covenants, warranties or representations contained in this Agreement; (iii) all liabilities under the Contracts and the Station Licenses to the extent specifically assumed by Buyer pursuant to this Agreement; and (iv) any breach or default by Buyer under any Contract after Closing. The foregoing indemnity is intended by Buyer to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.
Seller's Right to Indemnification. Buyer undertakes and agrees to hold Seller harmless against any and all losses, costs, liabilities, claims, obligations and expenses, including reasonable attorneys' fees, incurred or suffered by Seller arising from (i) the operation of the Business after Closing; (ii) breach, misrepresentation or other violation of any of Buyer's covenants, warranties and representations contained in this Agreement; (iii) all liabilities of Buyer and all Liabilities of Seller which are assumed by Buyer; and (iv) all liabilities of the Business accruing after the Closing Date. Buyer's obligations under this Paragraph 10.3 shall cease and terminate three years from the Closing Date and Seller shall have no right of indemnification unless such claim for indemnification is made within three years from the Closing Date.
Seller's Right to Indemnification. BUYER SHALL INDEMNIFY AND HOLD SELLER AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HARMLESS FROM ANY AND ALL LOSSES THAT THEY OR ANY OF THEM MAY SUFFER OR INCUR AS A RESULT OF OR RELATING TO THE BREACH OR INACCURACY, OR ANY ALLEGED BREACH OR INACCURACY, OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS MADE BY BUYER HEREIN.
Seller's Right to Indemnification. Subject to the provisions of this Article VI and in addition to any other rights and remedies that may be available to Seller under applicable law, Buyer shall indemnify and hold harmless Seller or any of its officers, directors, shareholders, employees, successors, predecessors and assigns from and against Claims which may be asserted against or sustained or incurred by Seller in connection with, arising out of, or relating to: (i) any breach of any, or any false, incorrect or misleading, representation or warranty that is made by Buyer herein or in any Exhibit, Schedule, certificate or other document delivered to Seller by or on behalf of Buyer in connection with this Agreement or (ii) any breach of any agreements and covenants made by Buyer herein or in any Exhibit, Schedule, certificate or other document delivered to Seller by or on behalf of Buyer in connection with this Agreement.
Seller's Right to Indemnification. Buyer undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Seller, and hold harmless Seller, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, members, representatives, and agents (hereinafter referred to collectively as "Seller Indemnitees") against any and all losses, costs, liabilities, claims, obligations, and expenses, including reasonable attorneys' fees, incurred or suffered by a Seller Indemnitee arising from (i) the operation of the Business or ownership of the Assets after Closing, including Permitted Corrective Action with respect to products or services delivered by Seller pursuant to a Customer Contract prior to Closing; (ii) a breach, misrepresentation, or other violation of any of Buyer's covenants, warranties and representations contained in this Agreement; (iii) all liabilities under the Contracts to the extent specifically assumed by Buyer pursuant to this Agreement; and (iv) any breach or default by Buyer under any Contract after Closing; to the extent any of the foregoing claims in subclauses (i) through (iv) are not covered by any applicable insurance or to the extent of any liability in excess of the policy limits of such insurance. The foregoing indemnity is intended by Buyer to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth. Nothing in this Section 11.1.2 creates any rights to which any insurance company may be subrogated and no person who is not a party to this Agreement may enforce, directly or indirectly, this Section 11.1.2.
Seller's Right to Indemnification. Buyer undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Seller, and hold harmless Seller, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives, and agents (hereinafter referred to collectively as "Seller Indemnitees") against any and all losses, costs, liabilities, claims, obligations, and expenses, including reasonable attorneys' fees, incurred or suffered by a Seller Indemnitee arising from (i) the operation of the Business or ownership of the Assets after Closing, including Permitted Corrective Action with respect to products or services delivered by Seller pursuant to a Customer Contract prior to Closing; (ii) a breach, misrepresentation, or other violation of any of Buyer's covenants, warranties and representations contained in this Agreement; (iii) all liabilities under the Contracts to the extent specifically assumed by Buyer pursuant to this Agreement; and (iv) any breach or default by Buyer under any Contract after Closing. The foregoing indemnity is intended by Buyer to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.
Seller's Right to Indemnification. From and after Closing and subject to the further provisions of this Article X, Buyer will indemnify, defend and hold harmless the Seller and its respective Affiliates, directors, officers, attorneys, accountants, agents and Employees, and its respective heirs, successors and assigns (collectively, the “Seller Indemnified Parties”), from, against and in respect of all Losses imposed on, sustained, incurred or suffered by or asserted against any of Seller Indemnified Parties, directly relating to or arising out of any of the following (collectively, “Seller Losses”):
(a) any fact or circumstance that constitutes a breach of any representation or warranty of Buyer made in this Agreement; or
(b) any act or omission that constitutes a breach of any covenant or agreement of Buyer made in this Agreement.
Seller's Right to Indemnification. Buyer undertakes and agrees to hold Seller harmless against any and all losses, costs, liabilities, claims, obligations and expenses, including reasonable attorney's fees, incurred or suffered by Seller arising from (i) the breach, misrepresentation, or other violation of any of Buyer's representations, warranties or covenants contained in this Agreement; (ii) the operation of the Stations or ownership of the Purchased Assets after Closing; (iii) all liabilities of Buyer; (iv) all liabilities under the Contracts, Sales Agreements and Trade Agreements to the extent specifically assumed by Buyer pursuant to Section 5; and (v) any breach or default by Buyer under any Contract, Sales Agreement or Trade Agreement after Closing. The foregoing indemnity is intended by Buyer to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, costs, and expenses with respect to any and all of the specific matters set forth in this indemnity and shall be without limitation as to amount.
