Buyer's Right to Indemnification. Seller undertakes and -------------------------------- agrees to jointly and severally indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee ("Losses") arising from (i) the claims of third parties with respect to operation of the Stations or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's covenants, warranties or representations contained in this Agreement; (iii) all liabilities of Seller or the Stations not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (iv) all liens, charges, or encumbrances on any of the Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; and (v) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; (vi) any breach or default by Seller under any Contract prior to Closing. The foregoing indemnity is intended by Seller to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.
Buyer's Right to Indemnification. Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer Indemnitee arising from (i) the claims of third parties with respect to operation of the Stations or ownership of the Assets prior to Closing not expressly assumed by Buyer pursuant to this Agreement or otherwise consented to by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any of Seller's covenants, warranties or representations contained in this Agreement; (iii) all liens, charges, or encumbrances on any of the Assets which are not expressly permitted by this Agreement or otherwise consented to by Buyer in writing; (iv) all Administrative Violations and alleged Administrative Violations occurring prior to Closing; and (v) any breach or default by Seller under any Contract prior to Closing. The foregoing indemnity is intended by Seller to cover all acts, suits, proceedings, claims, demands, assessments, adjustments, diminution in value, costs, and expenses with respect to any and all of the specific matters in this indemnity set forth.
Buyer's Right to Indemnification. Seller undertakes and agrees to (a) indemnify, defend and hold harmless Buyer against and in respect of, and (b) reimburse Buyer upon demand for and against, any and all losses, costs, liabilities, claims, obligations and expenses, including reasonable attorneys' fees, incurred or suffered by Buyer arising from (i) the operation of the Business or ownership of the Assets prior to Closing; (ii) the breach, misrepresentation or other violation of any of Seller's covenants, warranties or representations contained in this Agreement; (iii) all liabilities of Seller not expressly assumed by Buyer pursuant to this Agreement; (iv) all liens, charges or encumbrances on any of the Assets which are not expressly disclosed to Buyer by Seller in this Agreement; and (v) all claims for damages made by any party to a Contract whose claim for damages is based on the premise that Seller breached that Contract by assigning same to Buyer. The obligations under this Paragraph 10.2 shall cease and terminate three years from the Closing Date and Buyer shall have no right of indemnification unless such claim for indemnification is made within three years from the Closing Date.
Buyer's Right to Indemnification. Seller hereby indemnifies and holds Buyer, its officers, directors and shareholders harmless from and against (i) any breach, misrepresentation, or violation of any of Seller's representations, warranties, covenants, or other obligations contained in this Agreement or in any Seller Document; (ii) all obligations and liabilities of Seller and/or the Stations not expressly assumed by Buyer pursuant to Section 4.4; and (iii) all claims by third parties (including employees) against Buyer attributable to the operation of the Stations and/or the use or ownership of the Purchased Assets prior to Closing. This indemnity is intended by Seller to cover all actions, suits, proceedings, claims, demands, assessments, adjustments, interest, penalties, costs and expenses (including, reasonable fees and expenses of counsel), whether suit is instituted or not and, if instituted, whether at the trial or appellate level, with respect to any and all of the specific matters set forth in this indemnity.
Buyer's Right to Indemnification. SELLER, SHAREHOLDER AND XXX. XXXXXX, JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD BUYER AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE "INDEMNIFIED PARTIES") HARMLESS FROM ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, CONTINGENCIES, DAMAGES, JUDGMENTS, FINES, PENALTIES, AMOUNTS PAID IN SETTLEMENT, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL COURT COSTS AND REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS), WHETHER AS A RESULT OF DIRECT CLAIMS OR THIRD PARTY CLAIMS (ALOSSES"), THAT THE INDEMNIFIED PARTIES OR ANY OF THEM MAY SUFFER OR INCUR AS A RESULT OF OR RELATING TO: (A) THE BREACH OR INACCURACY, OR ANY ALLEGED BREACH OR INACCURACY, OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS MADE BY SELLER, XXXX, SHAREHOLDER OR XXX. XXXXXX HEREIN (WITHOUT GIVING EFFECT TO ANY UPDATING OR CORRECTIVE INFORMATION FURNISHED PURSUANT TO SECTION 7.5 OF THIS AGREEMENT OR OTHERWISE) OR IN ANY ASSIGNMENT, XXXX OF SALE, LEASE OR OTHER INSTRUMENT, DOCUMENT OR PAPER DELIVERED PURSUANT TO THIS AGREEMENT; (B) ANY LAWSUIT, CLAIM OR PROCEEDING OF ANY NATURE (OTHER THAN LAWSUITS, CLAIMS OR PROCEEDINGS BROUGHT TO ENFORCE OR COLLECT ANY ASSUMED LIABILITY) ARISING OUT OF ANY ACT OR TRANSACTION OCCURRING PRIOR TO THE CLOSING OR ARISING OUT OF FACTS OR CIRCUMSTANCES THAT EXISTED AT OR PRIOR TO THE CLOSING; (C) ANY INCOME, FRANCHISE, SALES, USE, TRANSFER (INCLUDING, WITHOUT LIMITATION, MOTOR VEHICLE TRANSFER), EXCISE OR OTHER TAX ARISING UPON THE CONSUMMATION OF THE PURCHASE AND SALE OF THE PURCHASED ASSETS HEREUNDER OR ARISING OUT OF OR RESULTING FROM THE OPERATIONS OF SELLER, ANY TRANSACTION OR ACTIVITY OF SELLER, OR ANY INCOME DERIVED BY SELLER (OTHER THAN THE ASSUMED LIABILITIES AND SUCH ITEMS BUYER HAS AGREED TO PAY UNDER THIS AGREEMENT); (D) ANY WAGES, SALARIES, VACATION PAY, SICK PAY, OR PERSONAL LEAVE, OR ACCRUALS WITH RESPECT THERETO (OTHER THAN THE ASSUMED LIABILITIES), OR OTHER COMPENSATION, LIABILITIES, OBLIGATIONS, CLAIMS OR CONTINGENCIES OF ANY NATURE DUE OR PAYABLE AT ANY TIME WHATSOEVER TO ANY CURRENT OR FORMER DIRECTOR, OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY BENEFIT PLAN OR ARISING PURSUANT TO THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT (THE "WARN ACT") (OTHER THAN THE ASSUMED LIABILITIES); (E) ANY CONTAMINATION ON OR UNDER THE LEASED PREMISES OR IN ANY OF THE PURCHASED ASSETS CAUSED BY ANYONE (OTHER THAN BUYER OR ITS AGENTS OR E...
Buyer's Right to Indemnification. Subject to the terms of the Insurance Policy, including, without limitation, the limitations, exclusions and deductible set forth in the Insurance Policy, Buyers will have the right to receive pursuant to coverage provided by the Insurance Policy any and all Damages arising, directly or indirectly, from or in connection with:
Buyer's Right to Indemnification. Subject to the provisions of this Article VI and in addition to any other rights and remedies available to Buyer under applicable law, Seller, shall indemnify and hold harmless Buyer or any of its officers, directors, shareholders, employees, agents, representatives, attorneys, successors, predecessors and assigns from and against any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of any matter) (collectively "Claims"), which may be asserted against or sustained or incurred by Buyer in connection with, arising out of, or relating to: (i) any breach of any, or any false, incorrect or misleading, representation or warranty that is made by Seller herein or in any Exhibit, Schedule, certificate or other document delivered to Buyer by Seller with respect to Seller in connection with this Agreement.
Buyer's Right to Indemnification. Seller undertakes and agrees to indemnify, defend by counsel reasonably acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer Indemnitees") from and against and in respect of any and all losses, costs, liabilities, claims, obligations, diminution in value and expenses, including reasonable attorneys' fees,
Buyer's Right to Indemnification. Subject to the terms and conditions of this ARTICLE IX, the Buyer and each of its respective Affiliates (“Buyer Indemnitees”) shall be indemnified, defended, and held harmless by the Seller from and against all Losses incurred by any Buyer Indemnitee by reason of, arising out of, or resulting from:
Buyer's Right to Indemnification. Subject to the provisions of this Article VI and in addition to any other rights and remedies available to Buyer under applicable law, Seller, Iris, and Michael, jointly and severally, shall indemnify and hxxx xxxmless Buyer or any of its officers, directors, shareholders, employees, agents, representatives, attorneys, successors, predecessors and assigns from and against any and all losses, obligations, liabilities, damages, claims, deficiencies, costs and expenses (including, but not limited to, the amount of any settlement entered into pursuant hereto and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or' defense of any matter)(collectively "Claims"), which may be asserted against or sustained or incurred by Buyer in connection with, arising out of, or relating to: (i) any breach of any, or any false, incorrect or misleading, representation or warranty that is made by Seller herein or in any Exhibit, Schedule, certificate or other document delivered to Buyer by Seller with respect to Seller in connection with this Agreement.
