The Seller's Indemnities. 16.1.1. Subject to the limitations set forth in this Article 16, each of the Seller and Xxxxxx hereby indemnifies, defends and holds the Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees (collectively, "Losses"), other than with respect to Taxes (as defined below) asserted against, resulting from, imposed upon or incurred by the Buyer directly or indirectly relating to or arising out of the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto.
The Seller's Indemnities. The Seller hereby agree to indemnify, defend and hold the Buyers harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by the Buyers directly or indirectly relating to or arising out of the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto.
The Seller's Indemnities. (a) The Seller hereby agrees to indemnify, defend and hold the Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorney's and other professionals' fees and disbursements) asserted against, resulting from, imposed upon or incurred by the Buyer directly or indirectly relating to or arising out of (i) the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto and (ii) the operation of the Companies prior to the Closing; provided, however, that as a condition precedent hereto, the Buyer shall have delivered written notice of any such claim to Seller prior to the first anniversary of the Closing Date (or the second anniversary of the Closing Date solely with respect to any breach of Section 5.20 hereof).
The Seller's Indemnities. (a) Subject to the limitations set forth in this Article 15, the Seller hereby indemnifies, defends and holds the Parent harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), other than with respect to Taxes (as defined below) asserted against, resulting from, imposed upon or incurred by the Parent directly or indirectly relating to or arising out of the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto.
The Seller's Indemnities. The Sellers hereby indemnify, defend and hold the Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by the Buyer directly or indirectly relating to or arising out of; (a) the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant to this Agreement; and (b)all of the business and operations of the Companies through the Closing except as permitted by this Agreement or assumed by the Buyer herein. Fifty percent 50% of the Common Stock delivered pursuant to the terms hereof shall serve as security for, and the Buyer shall have the right to offset against, the Sellers' indemnification obligations contained herein. Buyer shall have similar offset rights against any payments due the Sellers pursuant to Section 2.3 hereof.
The Seller's Indemnities. Subject to the limitations set forth in this Article 14, the Seller hereby indemnifies, defends and holds the Buyer harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses, including, without limitation, reasonable attorney’s fees (collectively, “Losses”), asserted against, resulting from, imposed upon or incurred by the Buyer directly or indirectly relating to or arising out of the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any document, instrument, or certificate delivered pursuant hereto.
The Seller's Indemnities. The Seller will be solely liable for, and will indemnify and will hold the Buyer, its directors, officers, agents or employees, harmless against, all losses, liabilities, costs, expenses and damages, including court costs and reasonable attorneys' fees ("Losses"), arising from,
The Seller's Indemnities. 11.1.1 Subject to the limitations as set out in Clause 11.1.2 and/or Clause 11.2 and the other limitations set forth in this Agreement, the Sellers, severally and not jointly, for their Pro Rata Part, shall indemnify, defend and hold harmless the Purchaser or the relevant Group Company and their respective officers, directors, employees and agents (in each case, acting in their capacities as such), and the successors and assigns of any of the foregoing (each of the foregoing being referred to individually as an Indemnified Party and collectively as Indemnified Parties) from and against, and shall compensate and reimburse each Indemnified Party for, any and all Losses paid, incurred, suffered or sustained by any Indemnified Party, directly or indirectly, whether or not due to a Third Party Claim, in each case, to the extent relating to or arising out of or resulting from any of the following:
The Seller's Indemnities. The Sellers hereby agree to indemnify, defend and hold SFX harmless with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees) asserted against, resulting from, imposed upon or incurred by SFX directly or indirectly relating to or arising out of the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto.
