Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.
Indemnification of Sellers. Each of the Buyers, jointly and severally, agrees to defend, indemnify, and hold harmless Sellers and their respective successors and assigns (individually, a "Seller Indemnitee" and collectively, the "Sellers Indemnitees"), against and in respect of:
(a) any and all Losses to any third party caused by, resulting or arising from, or otherwise relating to:
(i) any failure of either Buyer to perform or otherwise fulfill or comply with any undertaking or other agreement or obligation hereunder to be performed, fulfilled, or otherwise complied with by Buyer before, on, or after the Closing Date; or
(ii) the inaccuracy or breach of any of the representations, warranties or covenants made by Buyer in this Agreement, but only if the claim or demand for such indemnification is asserted prior to the date upon which such representation or warranty expires pursuant to Article 5; or
(iii) any and all liabilities or obligations of the Partnership that accrue or arise in the course of the operation of the business of the Partnership after the Closing Date,
(iv) any and all liabilities or obligations of the Partnership with respect to the installation and operation of the Fish Lift, regardless of whether such liabilities or obligations accrued or arose before or after the Closing Date.
(b) any and all Damages, including reasonable attorneys' fees (whether or not incurred by Sellers or any Affiliate of Sellers in connection with any action, suit, proceeding, or claim against a Buyer hereunder), incident to any of the foregoing or such indemnification; provided, however, that if any Damages are asserted against any Seller Indemnitee in respect of which such Seller Indemnitee proposes to demand indemnification, such Seller Indemnitee shall notify Buyers thereof within a reasonable period of time after assertion thereof. Subject to rights of or duties to any insurer or other third person having liability therefor, Buyers shall have the right after acknowledging to the applicable Seller Indemnitee its liability therefor within ten (10) days after receipt of such notice to assume the control of the defense, compromise, or settlement of any such Damages, including, at its own expense, employment of counsel and at any time thereafter to exercise on behalf of Seller Indemnitee any rights that may mitigate any of such Damages; provided, however, that if any Buyer exercises its right to assume such control, Seller Indemnitee:
(i) may, in its sole discretion, employ counsel to repre...
Indemnification of Sellers. From and after the Closing Date, Purchaser hereby agrees to indemnify, defend and hold harmless Sellers and their Affiliates from and against any and all Losses resulting or arising from claims asserted within the period specified in Section 11.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy or breach of any representation or warranty of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a Party; (b) any breach of any covenant or agreement of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify shall not effect the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, which consent shall not be unreasonably withheld, conditioned or delayed.
Indemnification of Sellers. Buyer shall hold Sellers, their permitted assigns and agents (the "Seller Indemnified Persons") harmless and indemnify each of them from and against, and waives any claim for contribution or indemnity with respect to, any and all Indemnified Losses incurred or to be incurred by any of them, to the extent resulting from or arising out of any breach or violation of Buyer's representations, warranties, covenants and agreements contained in this Agreement, including the provisions of this Article VIII.
Indemnification of Sellers. The Buyer shall defend and indemnify the Sellers and their respective Affiliates, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnitees”) against and hold them harmless from any Losses and Expenses suffered or incurred by any Seller arising from, relating to or otherwise:
(a) based upon, attributable to or resulting from the failure of any representation or warranty made by the Buyer in this Agreement or in any Buyer Document, as the case may be, to be true and correct in all respects as of the date hereof and at and as of the Closing Date;
(b) based upon, attributable to or resulting from any breach of any covenant or other agreement of the Buyer under this Agreement or any Buyer Document; and
(c) based upon, attributable to or resulting from any breach of any covenant or other agreement of the Buyer under Sections 5.1(c) or 11.12 of the Collaboration Agreement.
Indemnification of Sellers. Buyer hereby agrees to indemnify and hold harmless each Seller, its officers, directors, employees, agents and Affiliates (the "Seller Indemnitees") from and against, and pay or reimburse the Seller Indemnitees for, any and all Liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Losses") resulting from or arising out of:
(a) the inaccuracy of any representation or warranty made by Buyer herein or in any certificate delivered pursuant to this Agreement;
(b) any failure of Buyer to perform any covenant or agreement made or contained in this Agreement or to fulfill any other obligation in respect hereof;
(c) the Assumed Liabilities; and
(d) Liabilities with respect to, arising out of or relating to, the ownership, possession or use of the Acquired Assets and the operation of the Business on or after the Closing Date.
Indemnification of Sellers. Buyers shall indemnify and hold harmless Sellers and their Affiliates, directors, officers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Seller Indemnified Parties") from and with respect to any and all Losses incurred by the Seller Indemnified Parties in connection with or arising out of (i) Buyers' or their Affiliates', or Buyers' or their Affiliates' employees', acts or omissions relating to the Leased Employees; (ii) the employment, the failure to employ or the termination of employment of any Leased Employee with respect to the Lease Period or in relation to Section 1.4 above taken by Buyers or their Affiliates or Buyers' or their Affiliates' employees, including, but not limited to, constructive termination, claims arising under any employment agreement, collective bargaining agreement, employment law or regulation, including without limitation Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Internal Revenue Code of 1986, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Worker Adjustment Retraining and Notification Act; or claims arising under any other federal, state, or local civil rights, employee benefit, labor, contract, tort, or common law; (iii) acts or omissions of Leased Employees taken at the direction of Buyers' or their Affiliates' employees; or (iv) the negligent acts or omissions or willful misconduct of the Leased Employees taken at the direction of Buyers' or their Affiliates' employees. Buyers' indemnification obligations under this Section 4.1 shall not extend to any Losses incurred by any of the Seller Indemnified Parties as a result of the acts or omissions of the Seller Indemnified Parties relating to the Leased Employees.
Indemnification of Sellers. From and after the Closing, the Buyer shall indemnify and hold harmless the Sellers from and against, and shall pay to the Sellers the amount of or reimburse them for, all Losses incurred by a Seller that arises out of or results from:
(a) any breach of any of the representations or warranties of the Buyer set forth in Section 3.2 of this Agreement or contained in any certificate, instrument or document delivered at the Closing by the Buyer, and
(b) the failure of the Buyer to perform any of its respective covenants or other agreements contained in this Agreement.
Indemnification of Sellers. Subject to the terms and conditions of this Article VI, the Purchaser agrees to indemnify, defend and hold harmless Sellers, their affiliates, respective present and former employees and agents and his heirs, executors, administrators, successors and assigns (the “Seller Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of or resulting from, directly or indirectly:
(a) the inaccuracy of any representation or breach of any warranty of Purchaser contained in or made pursuant to this Agreement;
(b) the breach of any covenant or agreement of Purchaser contained in this Agreement; or
(c) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of Purchaser in connection with this Agreement; provided, however, that Purchaser shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Sellers of any of their obligations under this Agreement or from any Seller Indemnified Party’s gross negligence, fraud or willful misconduct. Purchaser shall conduct the defense of such claims. Sellers agree to immediately notify Purchaser of any claims and to cooperate with Purchaser’s defense of the claims, at Purchaser’s expense. Sellers further agree to retain all records of the corporation, effective before the Closing Date so that the records may be available to Purchaser in conduct of the defense against any such claims.
Indemnification of Sellers. Global agrees to indemnify and hold -------------------------- harmless Sellers and the Company and each officer, director, stockholder or affiliate of the Company, from and against any Indemnifiable Costs which any of the Sellers or the Company may sustain, or to which any of them may be subject, arising out of (A) any material misrepresentation, breach or default by Global of or under any of the covenants, agreements or other provisions of this Agreement or any other Purchase Agreement or any agreement or document executed in connection herewith or therewith and (B) any tortious acts or omissions by Global or the Companies after the Closing. In addition, the Company and Global shall indemnify the Sellers for any payment or satisfaction of any guarantees by Sellers of the Companies' obligations occurring after the Closing Date.
