Seller’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Company and Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Buyer Damages") arising out of or caused by, directly or indirectly, any or all of the following: (i) any misrepresentation, breach or failure of any warranty or representation made by the Seller in or pursuant to this Agreement; (ii) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoing.
Seller’s Agreement to Indemnify. (a) Subject to the terms of this Article IX, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Parent and each of their respective Affiliates (other than Seller), directors, officers and successors (to the extent set forth in Section 10.9) (each, a "Buyer Indemnified Party") from and against all out of pocket liabilities, claims, assessments, losses, judgments, settlements, fines, penalties, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, the "Buyer Damages") incurred by a Buyer Indemnified Party as a result of or arising out of (i) the Excluded Liabilities or the Retained Assets (other then Consigned Inventory), (ii) a breach of any representation or warranty contained in Article IV of this Agreement, in each case, when made, and it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the word "material") or Material Adverse Effect set forth therein (other than Section 4.10 and Section 4.14 which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively) or (iii) a breach in any material respect of any agreement or covenant of Seller in this Agreement (other than agreements and covenants relating to Taxes and environmental matters, which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively). Buyer agrees that, except as contemplated by the immediately preceding sentence, from and after the Closing, the indemnification provided in this Section 9.2 is the exclusive remedy for a breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement.
(b) Seller's obligations to indemnify Buyer Indemnified Parties pursuant to Sections 9.2(a) and 9.5 hereof are subject to the following limitations (other than as specifically set forth in Section 9.5):
(i) No indemnification shall be made by Seller with respect to any claim for breach of any representation or warranty pursuant to Sections 9.2(a)(ii) or 9.5 ("Buyer Claim") unless (a) the aggregate amount of Buyer Damages incurred by a Buyer Indemnified Party with respect to such Buyer Claim exceeds $100,000 (the "Minimum Claim Amount") and (b) the amount of (1) aggregate Buyer Damages, under all Buyer Claims, and (2) payments made by Buyer pursuant to Section 9.9(b) exceeds an amount equal to $20,000,000 (twenty million dollars) (the "Bas...
Seller’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following:
(a) a breach of any representation or warranty made by any Seller pursuant to this Agreement in Article IV;
(b) a breach of any covenant contained in or made by Seller pursuant to this Agreement in Article VIII;
(c) liabilities, obligations, or claims related to the Purchased Assets arising out of facts, conditions or circumstances occurring prior to the Closing Date; and
(d) any claim or liability for brokerage commissions or finder’s fees incurred by reason of any action taken by Seller. Such Damages relating to subsections (a) through (d) are hereinafter collectively referred to as the “Buyers’ Indemnified Losses”.
Seller’s Agreement to Indemnify. Subject to the terms and conditions of this Article XII, each Seller severally (and not jointly) agrees to indemnify, defend and hold Purchaser harmless, but only in proportion to his, her or its pro rata share of Partnership Interests as set forth in Schedule 3.02, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and expenses (collectively "Claim" or "Claims"), asserted against, imposed upon or incurred by Purchaser by reason of or resulting from (a) a breach of any representation or warranty of Sellers or the Partnership contained in or made pursuant to this Agreement, or (b) a breach of any covenant or agreement of Sellers or the Partnership contained in or made pursuant to this Agreement, or (c) any Undisclosed Liability, or (d) any FCC imposed forfeitures relating to actions or inactions by the Partnership or the General Partner prior to the Closing; provided, however, Sellers shall not be required to indemnify Purchaser with respect to any Claim based upon the breach of any warranty, representation, covenant or agreement contained in or made pursuant to this Agreement unless the amount of such Claim, when aggregated with all other such Claims, shall exceed $50,000, but then such indemnification shall be to the full extent of the Claim.
Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Sellers shall, jointly and severally, indemnify and hold harmless Buyer, the Company and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Buyer Damages") asserted against or incurred by any Buyer Indemnitee as a result of or arising out of (i) a breach of any representation or warranty contained in this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing and (ii) the Share Ownership Claim.
(b) Each Seller's obligations to indemnify the Buyer Indemnitees pursuant to (x) clause (i) of Section 8.2(a) hereof with respect to a breach of a representation or warranty contained in this Agreement, and (y) Section 5.10 hereof, are subject to the following limitations:
(i) Except as otherwise expressly provided herein, no indemnification shall be made by Sellers unless the aggregate amount of Buyer Damages exceeds $50,000 and, in such event, indemnification shall be made by Sellers for all Buyer Damages in excess of $50,000, it being understood that such $50,000 shall be a "deductible".
(ii) Except as otherwise expressly provided herein, Sellers shall be obligated to indemnify the Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Sellers written notice thereof prior to the end of the Indemnity Period in the event that the Indemnity Period applies to such Buyer Damages. Any written notice delivered by a Buyer Indemnitee to Sellers with respect to Buyer Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Buyer Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.
(c) In the event of any conflict or inconsistency between any of the provisions of Sections 8.1, 8.2 and 8.4 and any other section of this Agreement, on the one hand and Section 5.5 on the other hand, the provisions of Section 5.5 will control.
(d) Sellers agree to each bear their prorata share of any Buyer Damages indemnified based on the proportion of...
Seller’s Agreement to Indemnify. From and after Closing, upon the terms and subject to the conditions of this Article IX, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates (including the Nordic Companies) and their respective officers, directors, and employees (the “Buyer Indemnified Parties”) (it being agreed that any indemnification payments shall be made to Buyer), from and against all damages, judgments, awards, liabilities, losses, fines, obligations, amounts paid in settlement, claims of any kind or nature and costs, fees and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents), excluding, except as specifically set forth in Section 10.13, lost profits, lost revenues, special, consequential, indirect and punitive damages (other than lost profits, lost revenues, special, consequential, indirect and punitive damages actually paid in connection with any third party claim) (collectively, “Losses”), asserted against, resulting from, imposed upon or suffered or incurred by Buyer Indemnified Parties by reason of or arising from:
(a) any failure of any representation or warranty of Seller set forth in this Agreement or the certificates delivered pursuant to Section 7.2(d) that survives after the Closing pursuant to Section 9.1 to be true and correct in all respects as of the date hereof and as of the Closing (except to the extent expressly made as of an earlier date, in which case the failure of such representations and warranties to be so true and correct shall be measured as of such earlier date) as such representation or warranty would read if all qualifications to materiality, including each reference to the term Material Adverse Effect, were deleted therefrom;
Seller’s Agreement to Indemnify. Seller agrees to indemnify, defend and hold harmless Buyer and Affiliates and their respective successors and assigns from, against and in respect of the full amount of any and all Liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (“Damages”) arising from, in connection with, or incident to:
(a) any untruth, inaccuracy, breach or omission of, from or in, the representations and warranties made to Buyer herein; or any nonfulfillment of any covenant or agreement of Seller under this Agreement; or from any untruth, inaccuracy, breach or omission of, from or in, any representation or warranty, or any nonfulfillment of any covenant or agreement made by Seller in the Schedules, the exhibits or any other written statement, list, certificate or other instrument furnished to Buyer by or on behalf of Seller pursuant to this Agreement;
(b) the ownership of the Acquired Assets by Seller prior to the Effective Time;
(c) any fees, expenses or other payments incurred or owed by Seller to any brokers or comparable third parties retained or employed in connection with the transactions contemplated by this Agreement;
(d) the failure to pay any transfer taxes; and
(e) any claim made by a third party alleging facts which, if true, would entitle Buyer to indemnification pursuant to the above.
Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and Parent and their respective directors, officers, employees, affiliates, controlling persons, agents, representatives and their successors and assigns (collectively, "BUYER INDEMNITIES") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) (collectively, "BUYER DAMAGES") asserted against or incurred by any Buyer Indemnities as a result of or arising out of (i) a breach of any representation or warranty contained in Article III of this Agreement, (ii) Excluded Liabilities, or (iii) a breach of any agreement or covenant of Seller or any of the Seller Subsidiaries in this Agreement or in any of the Non-U.S. Agreements. In the event of any breach of any representation or warranty for which indemnification is owed hereunder, the determination of the amount of any Buyer Damages resulting therefrom shall take into account all Buyer Damages resulting from the items giving rise to the breach without regard to any materiality qualification contained in the breached representation or warranty, to the extent the materiality qualification would otherwise apply to items giving rise to the breach.
Seller’s Agreement to Indemnify. Seller shall fully reimburse, indemnify, defend, and hold harmless the Buyer and its Affiliates in respect of any and all Liabilities resulting from any material misrepresentation or breach of any representation, warranty, covenant or agreement by Seller made in this Agreement. Seller’s representations and warranties hereunder shall only survive for one hundred fifty (150) days after Closing and shall not merge into the Deeds or any other instruments of conveyance executed at Closing, and Buyer shall have no claim against Seller for the breach of any such representations or warranties if such claim is not made in writing to Seller within one hundred fifty (150) days after Closing.
Seller’s Agreement to Indemnify. The Sellers shall, jointly and severally, indemnify and hold harmless the Buyer and its affiliates, directors, managers, stockholders, officers, employees, customers, suppliers, attorneys, agents, representatives, successors and permitted assigns (collectively, the “Buyer Indemnitees”) in respect of any and all losses, liabilities, claims, damages or expenses (collectively, “Damages”) reasonably incurred by any Buyer Indemnitee in connection with, or resulting from, any or all of (i) any breach of any representation or warranty made by any Seller in this Agreement or the Transaction Documents; (ii) any breach in the performance of any covenant, agreement or obligation of any Seller contained in this Agreement or the Transaction Documents; (iii) any Excluded Liabilities; and (iv) any liabilities relating to the Property arising prior to the Closing Date.
