Indemnification of the Seller the Backup Servicer, the Collateral Custodian, the Deal Agent and the Purchasers. The Servicer shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser and their respective officers, directors, employees and agents (collectively, the "Indemnified Persons") from and against any loss, liability, expense, damage or injury suffered or sustained by any Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by...
Indemnification of the Seller. (a) After the Closing, the Purchaser shall indemnify each of the Seller and its Affiliates and their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives and successors and assigns (collectively, the “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”), and save and hold each of the Seller Indemnified Parties harmless from and against and pay or reimburse the Seller Indemnified Parties as and when incurred for:
(i) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any inaccuracy in or breach of any representation or warranty of the Parent or the Purchaser contained in this Agreement as of the date hereof or as of the Closing Date;
(ii) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any nonfulfillment or breach of any covenant or agreement on the part of the Company after the Closing or on the part of the Parent or the Purchaser;
(iii) any and all (i) Taxes of the Company for all taxable periods ending after the Closing Date (as allocated, in the case of a Straddle Period, pursuant to Section 6.9(a) hereof), or (ii) Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.9(d).
(b) The representations and warranties of Parent and the Purchaser contained in this Agreement and in any certificate delivered pursuant to Section 3.3 of this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 5.1(a), 5.2, 5.4 and 5.22, indefinitely; (ii) in the case of representations and warranties set forth in Sections 5.19 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accor...
Indemnification of the Seller. The Buyer hereby agrees to indemnify and hold harmless the Seller from and against any losses, damages, liabilities, obligations, claims, judgments, costs and expenses, including without limitation, reasonable attorneys' fees incurred by Seller by reason or resulting from a breach of the Buyer's representations and warranties or covenants herein.
Indemnification of the Seller. The Buyer shall indemnify and hold the Seller and its officers, directors, shareholders and employees harmless at all times against and in respect of all damages, losses, expenses, liabilities, penalties and other costs, including reasonable attorneys' fees, arising out of, relating to or resulting from the breach of any representation, warranty, covenant or other provision of this Agreement by the Buyer, including without limitation, obligations relating to the Assumed Liabilities and/or any breach of the Assignment and Assumption of Agreement.
Indemnification of the Seller. From and after the Closing, the Purchaser agrees to indemnify, defend and hold harmless the Seller and its directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each, a "Seller Indemnified Party") from and against, and to promptly pay to or reimburse a Seller Indemnified Party for, any and all Losses sustained by such Seller Indemnified Party relating to, caused by or resulting from: (a) any misrepresentation, breach of warranty, or failure to fulfill or satisfy any covenant or agreement made by the Purchaser contained herein or in any of the Related Documents; (b) the operation of the Business solely by the Purchaser after the Closing; and (c) the Assumed Liabilities.
Indemnification of the Seller. From and after the date of this Agreement, the Purchaser shall indemnify the Seller and the Seller's successors and assigns, as well as their officers, directors, employees, agents and shareholders (collectively, the "Seller Indemnitees"), against and hold the Seller Indemnitees harmless from:
(a) any Losses based upon, resulting from, arising out of, caused by or in connection with any breach or nonperformance of any agreement or obligation of the Purchaser in this Agreement ("Loss" or "Losses" as used in this agreement means any and all losses (direct or indirect), liabilities, claims, demands, judgments, damages, fines, costs, expenses, penalties, actions, notices of violation, and notices of liability and any claims in respect thereof (including the costs of investigation, remediation, accountants and attorney's fees));
(b) any transfer taxes, Losses, fines or fees caused by, or imposed in connection with, the transfer of the Claims, including but not limited to any fees required to be paid to any federal, provincial or local agency or department in connection with transferring the ownership of the Claim;
(c) any judgments or liens which may be imposed on the Seller in connection with (i) its acquisition, ownership or transfer of the Claims, or (ii) its actions or omissions in connection with the Claims or the Property, including but not limited to judgments relating to the negligent management of the Claims or the Property;
(d) any and all obligations, pursuant to court order or otherwise, to pay the Purchaser or any third party, including but not limited to a federal, provincial or local authority, for the reclamation or remediation of any environmental or other condition on or relating to the Property arising from any exploration, mining activities or other activity or use of the Property, including any cost, liability, Loss, damage, claim, expense or contribution, including attorney’s fees, arising from or related to any such condition or the reclamation or remediation thereof;
(e) any and all obligations, pursuant to court order or otherwise, to pay the Purchaser or any third party, including but not limited to a federal, provincial or local authority, for any and all personal injuries, death or disability caused by or in connection the Claim or the Property; or
(f) any Losses based upon, resulting from, arising out of, caused by or in connection with any failure of the Purchasers to comply with the provisions of this Section.
Indemnification of the Seller. The Buyer hereby agrees to indemnify, defend, and hold harmless the Seller, its successors in interest, and their respective officers, directors, employees, agents, attorneys and shareholders (each a "Seller Indemnitee") from and against all Damages asserted against, assessed upon, resulting to, imposed upon, or incurred by the Seller by reason of or resulting from (a) any default on any Assumed Liability occurring after the Closing Date, (b) a breach of any representation or warranty of the Buyer contained in or made pursuant to this Agreement and the other Transaction Documents, including the Exhibits and Disclosure Schedules thereto, or (c) the operation of the businesses of the Buyer directly related to the Assets, including, but not limited to, any products sold or services rendered, after the Closing Date. In addition, the Buyer agrees to indemnify any Seller Indemnitee for Damages as they are incurred by the Seller Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, or the relative success or nonsuccess the Seller Indemnitee may experience in such proceedings.
Indemnification of the Seller. Subject to the limitations contained in this Section VIII, the Buyer agrees to indemnify, defend and hold harmless the Seller and his Affiliates and their respective directors, officers, partners, employees, successors and assigns, from and against any and all Losses which, directly or indirectly result from (a) any inaccuracy in or any breach of any representation and warranty, or any breach of any covenant or agreement, of the Buyer contained in this Agreement, or (b) except with respect to any matter which is the subject of indemnification by the Seller pursuant to Section 8.2, the operation of the Business after Closing.
Indemnification of the Seller. Client shall defend and indemnify the Service Provider and hold the Service ProVider harmless from any and all claims, damages, and reasonable attorney's fees and related expenses arising from the use of Service Provider's Technical Information and Know-How. The provisions of this clause shall survive the termination of this Contract for a period of two (2) years.
Indemnification of the Seller. (a) The Buyer shall, from and after the Closing, defend and promptly indemnify and hold harmless Seller, each of its Affiliates, and each of their respective stockholders, members, partners, directors, officers, managers, employees, agents, attorneys and representatives (collectively the “Seller Indemnified Parties”), from, against any and all Losses, suffered or incurred by any such party and which may arise out of or result from (i) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or in any other Buyer Documents, (ii) any breach or failure of observance or performance of any covenant, agreement or commitment made by the Buyer hereunder or under any document or instrument relating hereto or executed pursuant hereto, and (iii) the enforcement by any Seller Indemnified Party of any of its rights under any other covenants contained in this Agreement or any other Buyer Document.
