Buyer’s Obligation to Indemnify. Following the Closing, Buyer will indemnify and hold Seller, its affiliates, managers, member, and officers harmless from and against any and all liability, loss, damage, or deficiency (collectively, “Losses”) resulting from: (i) any misrepresentation, breach of warranty, or non-fulfillment of any agreement on the part of Buyer under this Agreement; (ii) any misrepresentation in or occasioned by any certificate, document, or other instrument furnished or to be furnished by Buyer in connection with the transactions contemplated by this Agreement; (iii) the ownership, management and operations of the Dealership or the Assets from and after the Closing Date; (iv) any misrepresentation, inaccuracy, or failure of any representation or warranty of Buyer; (v) the Assigned Contracts, and; (vi) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including without limitation, reasonable legal fees and expenses incident to any of the foregoing or incurred in investigating or attempting to void the same or to oppose the imposition thereof or in enforcing this indemnity.
Buyer’s Obligation to Indemnify. Buyer agrees to defend, indemnify and hold harmless the Company and each of the Company’s Affiliates and Subsidiaries, and their respective directors, officers, partners, employees, agents and representatives, and the successors and assigns of each of the foregoing (collectively, the “Company Indemnified Parties”), to the fullest extent lawful, from and against any and all Claims made, brought or asserted against the Company Indemnified Parties, or any one of them, and Buyer hereby agrees to pay or reimburse the Company Indemnified Parties for any and all amounts arising out of Claims payable by any of the Company Indemnified Parties to any Person, as well as reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and other similar costs, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) any breach of any covenant, agreement or Obligation of Buyer contained in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by Buyer may be unenforceable for any reason, Buyer shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby, which is permissible under applicable Law. Buyer will not be liable to the Company under this indemnity: (x) for any settlement by the Company in connection with any Claim effected without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; or (y) to the extent that a Claim is attributable to the Company’s breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. Notwithstanding anything to the contrary contained in this Section 9.2 or anywhere else in this Agreement or in the Transaction Documents, the aggregate amount of indemnification which may be sought, claimed and/or recovered by the Company Indemnified Parties (collectively) from Buyer pursuant to this Section 9.2 relating to a breach of representation or warranty made by Buyer (other than a breach of the Buyer Fundamental Representations) sh...
Buyer’s Obligation to Indemnify. The rights granted under this Article 6 of this Agreement shall be exercised by Buyer at Buyer's sole risk. Buyer shall Indemnify AT&T and Affiliates for injury, including death, to any person, or damage or loss of any kind to any property, including the Property and other property of Seller, that may occur as a result of Buyer's exercise of any of the rights granted under this Article 6, including, but without limitation, use of the Building Records.
Buyer’s Obligation to Indemnify. Buyers undertake to hold harmless and indemnify Seller, its Affiliates (including, from and after the Closing Date, the Companies) and each of their respective managers and Employees (jointly, the “Seller Indemnitees”) from and against any and all Losses incurred by a Seller Indemnitee as a result of any: Table of Contents
Buyer’s Obligation to Indemnify. Buyer agrees to indemnify, defend and hold harmless Seller, and his heirs, successor and agents from and against all claims, demands, losses, liabilities, costs, expenses, obligations, interest, penalties and damages, including, without limitation, reasonable attorneys' fees and other costs and expenses of investigating and defending any actions or threatened actions (collectively "Claims"), which arise out of, are based upon, or are related to any material inaccuracy in or material breach of any representation, warranty or agreement of Seller contained herein or in any other document delivered pursuant hereto.
Buyer’s Obligation to Indemnify. Following the Closing, Buyer hereby agrees to save, indemnify and hold harmless Sellers and their respective affiliates from and against all actual loss, liability, claim, damage, deficiency, injury and all costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”) incurred or suffered by Sellers in respect of any misrepresentation or breach of warranty by Buyer or nonfulfillment of any covenant or agreement to be performed or complied with by Buyer under this Agreement or in any agreement, certificate, document or instrument executed by Buyer and delivered to Sellers hereunder.
Buyer’s Obligation to Indemnify. Buyer hereby agrees to defend and indemnify Seller and its Affiliates and subsidiaries and their respective directors, officers, employees, agents and representatives, and the successors and assigns of each of them (collectively, the “Seller Indemnified Parties”) and Buyer does hereby agree to hold the Seller Indemnified Parties forever harmless, from and against any and all Claims made, brought or asserted against the Seller Indemnified Parties, or any one of them, and Buyer hereby agrees to pay or reimburse the Seller Indemnified Parties for any and all Claims payable by any of the Seller Indemnified Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, through all negotiations, mediations, arbitrations, trial and appellate levels, arising from or as a result of:
Buyer’s Obligation to Indemnify. Buyer shall defend, indemnify and hold harmless the Seller Parties, their Affiliates and their respective Representatives and successors and permitted assigns (collectively, the Seller Indemnified Parties”), from and against any and all Adverse Consequences arising out of, or in connection with, or caused by, directly or indirectly, any or all of the following:
Buyer’s Obligation to Indemnify. The Buyer, jointly with Vale, undertakes, on irrevocable and irreversible basis, to defend, indemnify and hold the Sellers harmless from and in respect of any Loss incurred by the Sellers, its partners/shareholders, whether direct or indirect, officers and directors, as well as the Company’s and the Subsidiaries’ officers and directors elected or indicated by the Sellers (“Sellers’ Indemnifiable Parties”), arising out of:
Buyer’s Obligation to Indemnify. From and after the Closing Date, Buyer shall defend, indemnify and hold harmless Seller, their Representatives and their respective successors and assigns, from and against any and all Adverse Consequences, arising out of, or in connection with, or caused by, directly or indirectly, any or all of the following: (a) any misrepresentation, Breach or failure of any warranty, representation, agreement, covenant or certification made by Buyer in this Agreement or pursuant hereto; (b) any successful action by Seller against Buyer to enforce this Agreement; and (c) any obligations of Call accruing after the Closing Date under that certain Guaranty Agreement of Call, dated October 5, 2005, in favor of Xxxxx Bank.
