Indemnification of Purchaser. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Purchaser and their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Pur...
Indemnification of Purchaser. Seller hereby agrees to indemnify, defend and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provision.
Indemnification of Purchaser. Subject to the terms and ---------------------------- conditions of this Article VI, from and after the Closing, Seller, agrees to indemnify, defend and hold harmless the Purchaser, its respective affiliates, its respective present and former directors, officers, shareholders, employees and agents and its respective heirs, executors, administrators, successors and assigns (the "Purchaser Indemnified Persons"), from and against any and all ----------------------------- claims, liabilities and losses which may be imposed on, incurred by or asserted against any Purchaser Indemnified Person, arising out of or resulting from, directly or indirectly:
Indemnification of Purchaser. (a) Seller shall be responsible for and shall indemnify, defend, and hold harmless Purchaser and Purchaser's officers, directors, shareholders, servants, employees, agents, attorneys, representatives, and Affiliates, and their respective heirs, executors, successors and assigns (collectively, the "Purchaser Indemnitees") from, against, and with respect to any and all Claims or Costs suffered by any such Purchaser Indemnitees as a result of, caused by, arising out of, directly or indirectly, or in any way relating to: (a) any a breach by Seller of any representation, warranty, covenant, or obligation set forth in this Agreement that is intended to survive the Closing of the transactions contemplated by this Agreement; (b) the Retained Liabilities; (c) any Taxes of Seller; (d) any obligations under the Xxxxxxxx Commission Sales Agreement (e.g. any obligations under Section 4(f) of the Xxxxxxxx Commission Sales Agreement) other than the Post-Closing Xxxxxxxx obligations; (e) any Costs or Claims arising from any work performed by Seller prior to the Closing Date (e.g., customer complaints, etc.), (f) any of the same arising out of any bulk transfer laws or similar laws of any Governmental Authority with jurisdiction over the Assets, Seller, the business of Seller, or this transaction; or (g) other than the Post-Closing Xxxxxxxx obligations, any and all payments owing to Seller's employees (including without limitation, any severance payments and similar payments to any of Seller's employees, and any payments or obligations under any Designated Plans) (collectively referred to as the "Seller Liabilities"); provided that Seller shall not be obligated to indemnify any Purchaser Indemnitees for any Liability that also constitutes a Liability to be Indemnified by Purchaser to the extent that such Liability is a Liability to be Indemnified by Purchaser; and provided further, that Seller shall not be obligated to indemnify the Purchaser Indemnitees until the Liabilities to be Indemnified by Seller exceed on a cumulative basis the Threshold Amount, and then only to the extent of any such Liabilities to be Indemnified by Seller sustained by the Purchaser Indemnitees in excess of such Threshold Amount; provided, further, that Xxxxxxx (as described in Section 7.2(b)) shall not be obligated to pay in excess of an amount equal to the Cap for all Liabilities to be Indemnified by Seller, while Seller's obligation to indemnify the Purchaser Indemnitees shall be unlimited (pro...
Indemnification of Purchaser. From and after the Closing, the Escrow Participant hereby agrees to indemnify and hold harmless Purchaser against and in respect of any actual and direct out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Purchaser as a result of: (a) any breach or inaccuracy of any of the representations, warranties set forth in Article IV (as modified by the Company’s Disclosure Schedules) or in the Company Certificate, in each case as of the Closing Date, and (b) any breach or nonfulfillment of any covenants of the Company contained in this Agreement to be performed prior to the Closing Date; provided, however, any breach related to Section 4.38 (Projections) shall be limited to a claim based upon fraud, an untrue statement of material information, or omission of material information or the lack of good faith in the preparation of such Projections; and (c) any Losses resulting from the matters described on Schedule 10.1(c). Notwithstanding anything in this Agreement to the contrary, the maximum liability of the Escrow Participant under this Agreement, including this Article X, or otherwise in connection with the transactions contemplated by this Agreement shall in no event exceed an amount equal to: (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). Further, the Purchaser shall not be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to Purchaser equals at least $200,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser shall be entitled to indemnification for any Losses above the Basket per Loss. Except for Losses resulting from the matters described on Schedule 10.1(c), the Escrow Participant shall have no liability or obligation to indemnify any Purchaser or any other Indemnified Party under this Agreement with respect to the breach or inaccuracy of any representation, warranty, covenant or agreement based on any matter, fact or circumstance known to Purchaser or any of its representatives or disclosed in the information set out in any Schedule to this Agreement. For Losses resulting from the matters described on Schedule 10.1(c), the Escrow Participant agrees to indemnify and hold harmless the Purchaser aga...
Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), to indemnify and hold Purchaser, its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), and their officers, directors, employees, agents, successors, transferees and assigns (each a "Purchaser Indemnified Party") harmless from and against all expenses, losses, costs, Taxes, deficiencies, liabilities and damages (including, without limitation, reasonable attorney's fees and expenses) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (i) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by ERC or any ERC Shareholder in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending on or prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial Statements.
Indemnification of Purchaser. Upon the terms and subject to the conditions of this Article VI, LB I Group agrees to indemnify and hold harmless Purchaser and its Affiliates against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, obligations, taxes, liens, losses, liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), expenses, and fees, including court costs and reasonable attorney's fees and expenses (collectively, "Losses") resulting from, arising out of, relating to, in the nature of, or caused by (i) any failure by Seller to perform or otherwise fulfill or comply with any provision of this Agreement, (ii) any breach or violation of any representation or warranty of Seller hereunder and (iii) any act or omission to act of LB I Group, DA, AHA, Liberty, GAP, Assisted, Liberty II, Liberty III, Housing, Freedom, SHSII or Sharpstown in their capacities as general partners in relation to the Interests arising out of conduct or actions occurring prior to the Closing, including, without limitation, any liabilities resulting from the litigation set forth on Schedule 6.2 hereto; provided however, that this clause (iii) shall not be construed to require LB I Group to indemnify and hold harmless Purchaser and its Affiliates (including entities for which Purchaser and its Affiliates serves as general partner) against any liability for Losses that Purchaser and its Affiliates (including entities for which Purchaser and its Affiliates serves as general partner) has or may have on the date hereof without giving effect to the transfer of the Interests.
Indemnification of Purchaser. Subject to the limitations set forth in Sections 9 and 12, the Seller shall indemnify and hold Purchaser harmless from, against, for and in respect of:
Indemnification of Purchaser. Seller and its representatives, successors, and assigns shall indemnify, reimburse and hold Purchaser and each of its partners, subsidiaries, affiliates, successors, assigns and agents harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, demands, actions or causes of action, judgments, encumbrances, costs and expenses (including reasonable attorneys' fees) (collectively, the "Indemnifiable Damages") relating to, resulting from or arising out of (i) any misrepresentation, untruth, inaccuracy, breach or nonfulfillment of any representation, warranty, agreement or covenant of Seller contained in or made in connection with this Agreement or in any Schedule, exhibit, certificate or other document delivered pursuant hereto, (ii) the failure of Seller to pay, perform or discharge promptly when due any of its obligations, liabilities and debts except as provided under this Agreement, (iii) any liability or obligation relating to the operation of the Business prior to the Closing Date, (iv) any breach or default prior to the Closing Date by Seller under any of the NRTC Agreements, (v) any state or local sales, use, excise, personal property or similar tax liability (including penalties and interest) of Seller, (vi) any liability or obligation relating to the operation of the Electric Business prior to or after the Closing Date, and (vii) any other liabilities, obligations or claims, whether absolute or contingent, known or unknown, matured or unmatured and not expressly assumed by Purchaser hereunder.
Indemnification of Purchaser. Each of the Issuer and the Depositor hereby agree to, jointly and severally, indemnify and hold harmless each Indemnified Party against any and all losses, claims, damages, liabilities, reasonable expenses or judgments (including reasonable accounting fees and reasonable legal fees and other reasonable expenses incurred in connection with this Note Purchase Agreement or any other Basic Document and any action, suit or proceeding or any claim asserted) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any information prepared by and furnished or to be furnished by any of the Issuer, the Loan Originator or the Depositor pursuant to or in connection with the transactions contemplated hereby including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, operations, financial condition of the Issuer, the Loan Originator, the Depositor or with respect to the Loans, to the extent such information contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein in the light of the circumstances under which such statements were made not misleading, except with respect to any such information used by such Indemnified Party in violation of the Basic Documents or as a result of an Indemnified Party’s gross negligence or willful misconduct which results in such Losses. The indemnities contained in this Section 9.01 will be in addition to any liability which the Issuer or the Depositor may otherwise have pursuant to this Note Purchase Agreement and any other Basic Document.
