Indemnity by the Seller. The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee:
Indemnity by the Seller. The Seller and the Members, jointly and severally, shall indemnify, defend, protect and hold the Purchaser and its members, managers, officers, employees, agents and affiliates harmless from and against all losses, damages, debts, liabilities, obligations, deficiencies, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs (including court costs) and expenses, including reasonable attorneys’ and other professionals’ fees and disbursements and other amounts paid or incurred in connection with the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any loss, except for losses that are punitive damages (other than punitive damages included in claims by third parties) (“Losses”), incurred or suffered by the Purchaser arising out of, relating to, or resulting from (a) any breach of a representation or warranty made by the Seller in this Agreement, (b) any breach of the covenants or agreements made by the Seller in this Agreement, (c) any obligations and liabilities of the Seller relating to any default existing prior to the Closing Date by the Seller under any agreement to which the Seller and/or Members are a party, (d) any claims by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with or with respect to the operation of the Business prior to the Closing Date, or (f) any Excluded Asset or Excluded Liability. The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitely.
Indemnity by the Seller. 16.1.1 In addition to the Seller's obligations and the Purchaser's remedies provided elsewhere in this Agreement, the Seller will bear responsibility for loss of or damage to property, death or injury to person, and any other liabilities, damages, losses and reasonable costs and expenses (including reasonable legal fees and expert witness fees) (or any claim against the Purchaser in respect thereof) suffered by the Purchaser:
Indemnity by the Seller. The Seller agrees to indemnify and hold the Buyer harmless from all Buyer Indemnified Liabilities. For this purpose, “Buyer Indemnified Liabilities” shall mean all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer or any of them arising from, in connection with or as a result of any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement.
Indemnity by the Seller. Subject to the provisions of Sections 11.3 to 11.9, the Seller agrees to indemnify and hold the Buyer and its Affiliates harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel (collectively, the "LOSSES"), related to or arising directly or indirectly out of any of the following:
Indemnity by the Seller. Subject to the terms and conditions of this Section 11, each Selling Entity jointly and severally agrees to indemnify, defend and hold the Buyer and its Affiliates (collectively, for purposes of this Section 11, the "Buyer Indemnified Parties") harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses (whether made or incurred before or after the Closing Date), including, without limitation, the reasonable fees and disbursements of counsel (collectively, the "Losses"), to the extent such Losses result directly or indirectly from any of the following:
Indemnity by the Seller. The Seller hereby agrees to ----------------------- indemnify, defend and hold harmless the Buyer, its Affiliates and any of their officers, directors, employees or agents against and in respect of all claims, Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action), arising out of any claim, damages, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated or otherwise existing in respect of any matter (collectively, the "Losses"), provided that such Losses exceed One Million Dollars ($1,000,000) in the aggregate and result or arise from:
Indemnity by the Seller. From and after the Closing, the Seller agrees to indemnify, defend and hold the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents harmless from any loss, cost, expense, action, suit, proceeding, claim, penalty, fine, deficiency, obligation, liability, amount paid in settlement, Tax, judgment or damage, including court costs and reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses (any of which are hereafter referred to as a “Loss” and collectively as the “Losses”; provided, however Losses shall not include any punitive damages or any special, incidental, indirect, or consequential damages of any kind or nature (including loss of revenue, income or profits, or loss in value of assets or securities), except to the extent awarded in respect of a Third-Party Claim (as defined below) or actually expended or incurred by the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents, arising out of or resulting from (i) any breach of a representation or warranty by the Seller in this Agreement or any certificate or document delivered by the Seller pursuant hereto, (ii) any nonfulfillment of any covenant or agreement on the part of the Seller under this Agreement or any certificate or document delivered by the Seller pursuant hereto, or (iii) all actions or omissions of the Seller or the Company or events occurring or conditions existing on or prior to the Closing Date associated with the conduct of the Business or other operations of the Company on or prior to the Closing Date. Notwithstanding anything to the contrary set forth herein, the remedies of the Purchaser in connection with a Rescinded License shall be exclusively those set forth in Section 1.3.
Indemnity by the Seller. The Seller agrees to indemnify and hold the Buyer and Dxxxxxxxx and Buyer’s officers, directors, employees and agents and (collectively, the “Buyer Indemnitees”) harmless from all Buyer Indemnified Liabilities. For this purpose, “Buyer Indemnified Liabilities” shall mean all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer Indemnitees or any of them arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Seller in or pursuant to this Agreement and (b) any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement.
Indemnity by the Seller. The Seller agrees to indemnify and hold the Buyer and its officers, directors, employees and agents and (collectively, the “Buyer Indemnitees”) harmless from all Buyer Indemnified Liabilities. For this purpose, “Buyer Indemnified Liabilities” shall mean all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer Indemnitees or any of them arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of the Seller in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement; (c) that any Patents or Marks infringes upon any patent, or any copyright, trademark, or trade secret of any third party; and (d) any obligation or liability of the Seller which Buyer has not assumed.
