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 Sellers hereby agree 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 attorneys' fees) 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. 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:
(a) any breach of any of the covenants, agreements or obligations made by the Sellers in this Agreement (for clarity, the Sellers’ Warranties and the conditions set forth in Clause 5.1 do not constitute covenants, agreements or obligations made by Sellers in this Agreement);
(b) regardless of the disclosure of any matter set forth in the Disclosure Letter, , the Consideration Certificate, the Funds Flow and the Spreadsheet Certificate not being correct, including any adjustments to the Consideration not taken into account at Completion; and/or
(c) regardless of the disclosure of any matter set forth in the Disclosure Letter and to the extent not provided for in the Completion Balance Sheet, any Tax Liabilities (including penalties, costs, fees, interests and charges) of the Group relating to any events, facts or circumstances which occurred in the period prior to and including the Completion Date and any Tax Liabilities that arise in connection with the transactions contemplated by this Agreement, including any transfer, stamp, registration, sales, use, goods and services or other similar Taxes; and/or
(d) regardless of the disclosure of any matter set forth in the Disclosure Letter, any Securityholder Matters; and/or
(e) any fraud, intentional misrepresentation or willful breach by any Group Company and/or any Seller and/or any of their respective Representatives (in each case, whether or not acting in their capacity as such) in connection with the Transaction; and/or
(f) any of the matters set forth on Schedule 11 hereto.
11.1.2 In addition to the applicable limitati...
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.
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).
(b) The Seller hereby further agrees to indemnify the Buyer as follows:
(i) For purposes of this Section 16.1 (b), "Net Working Capital" shall be defined as the difference between the consolidated current assets and current liabilities of the Companies determined on a basis consistent with that used in the projected Net Working Capital calculations submitted to Buyer by the Companies on June 18, 1997, under cover memo to Xxx Xxxxxx and Xxxxx Xxxxxxx from Xxxx Xxxxxx.
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. (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.
(b) The Seller hereby indemnifies, defends and holds the Parent harmless with respect to any and all Losses asserted against, resulting from, imposed upon or incurred by the Parent directly or indirectly relating to or arising out of Taxes payable by the Company with respect to any preclosing tax period (“Preclosing Taxes”). The term “Tax”
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,
(a) claims for injuries to, or deaths of, the Seller's, Manufacturer's or any Associated Contractor's respective directors, officers, agents or employees, or loss or damage to property of the Seller, Manufacturer or any Associated Contractor or their respective employees when such losses occur during or are incidental to, (i) the Buyer's exercise of its inspection rights under Clause 7, (ii) the Technical Acceptance Process described in Clause 8, (iii) the provision of Field Assistance pursuant to Clause 15, or (iv) the provision of training pursuant to Clause 16; and
(b) claims for injuries to or deaths of third parties, or loss of property of third parties, occurring during, or incidental to, (i) the Buyer's exercise of its inspection rights pursuant to Clause 7, or (ii) the Technical Acceptance Process described in Clause 8, provided that such Losses do not result from the gross negligence or willful misconduct of the Buyer, its directors, officers, agents or employees.
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.
