Seller Claims. Purchaser shall indemnify and hold harmless Seller against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (i) any breach or violation by Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (ii) any breach of any of the representations or warranties made in this Agreement by Purchaser; or (iii) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's dealings, agreement, or arrangement with such Person.
Seller Claims. From and after the Closing, Purchaser will indemnify, defend and hold harmless Seller and its parents and Affiliates and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Seller Group”), from and against any and all Damages, and including costs and expenses incurred in connection with, investigations and settlement proceedings arising out of, with respect to or by reason of the following (collectively, “Seller Claims”):
Seller Claims. Holdings, Parent or the Company, shall jointly and severally indemnify and hold harmless the Sellers and Members and their successors and assigns and each of their officers, directors, managers and employees (collectively, the “Seller Indemnitee”) against, and in respect of, any and all damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out-of-pocket expenses, reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder) (collectively, “Seller Losses”) resulting after the Closing Date from: (a) any breach or violation by the Company, Parent or Holdings of any covenant set forth herein or any failure to fulfill any obligation set forth herein, (b) any breach of any of the representations and warranties made in this Agreement by the Company, Parent or Holdings or (c) any Assumed Liabilities (collectively items (a), (b) and (c) are hereinafter referred to as the “Seller Claims”). The indemnification obligations of the Company, Parent and Holdings pursuant to item (b) of this Section 10.3 shall expire and terminate on the second anniversary of the Closing Date, unless any Seller or any Member shall have provided written notice of a claim to the Company, Parent or Holdings, as applicable, prior to or on such date. If any Seller or any Member provides such notice prior to the second anniversary of the Closing Date, the indemnification obligations under item (b) of this Section 10.3 shall continue until the appropriate amount of indemnification, if any, is determined, paid and satisfied in full.
Seller Claims. Purchaser and Hospitality shall indemnify and hold harmless Seller against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (i) any breach or violation by Purchaser or Hospitality of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (ii) any breach of any of the representations or warranties made in this Agreement by Purchaser or Hospitality; or (iii) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's or Hospitality's dealings, agreement, or arrangement with such Person.
Seller Claims. From and after the Closing, Purchaser will indemnify, defend and hold harmless Seller and its parents and Affiliates and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the "SELLER GROUP"), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) and including costs and expenses incurred in connection with investigations and settlement proceedings which arise out of or relate to the following (collectively, "SELLER CLAIMS"):
Seller Claims. The Purchaser will indemnify, defend and hold harmless the Seller and its parents and Affiliates and each of their respective officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Seller Group”), from and against any and all Losses, including reasonable legal, accounting and other expenses in connection therewith and costs and expenses incurred in connection with investigations and settlement proceedings, which arise out of, are in connection with, or relate to, the following which arise out of or relate to the following (collectively, “Seller Claims”):
Seller Claims. As of the Closing, none of Seller or Vimercati has any claim, demand, cause of action or right, contractual or otherwise, known or unknown, at law or in equity, against the Company that arose on or prior to the Closing or on account of or arising out of any matter, cause or event occurring prior to Closing, including rights to indemnification or reimbursement, other than (i) claims arising under, out of, or resulting from the participation of a Seller or Vimercati (as applicable) in an employee benefit plan or (ii) the payment of current compensation and the reimbursement of reasonable business expenses incurred by a Seller or Vimercati (as applicable) through the Closing, to the extent incurred in the ordinary course of business.
Seller Claims. Seller Claims" shall have the meaning assigned thereto in Section 14.2.
Seller Claims. From and after the Closing Date, Purchaser shall indemnify, defend and hold harmless the Seller Group from and against any and all Losses which arise out of or relate to the following (collectively, “Seller Claims”), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any person included in the Seller Group or any other Person:
Seller Claims. (i) The Purchaser shall not be liable for breach of any Purchaser's Warranty in respect of any individual claim (or a series of claims arising from substantially similar facts or circumstances) where the liability agreed or determined (disregarding the provisions of this Clause 9.2) in respect of any such claim or series of claims does not exceed (pound)100,000 (one hundred thousand pounds Sterling) and such claims shall not be aggregated for the purposes of Clause 9.3.2.
