General Indemnification by Sellers Sample Clauses

General Indemnification by Sellers. Following the Closing, and subject to the provisions of this Article VIII, Sellers shall, jointly and severally, indemnify and hold harmless Purchaser and its Representatives and Affiliates (including the Purchased Companies after Closing) (collectively, the “Purchaser Indemnified Persons”) for, and shall pay to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage, cost, penalty, fine, judgment, expense (including reasonable out-of-pocket attorneys’ fees), whether or not involving a Third Party claim (collectively, “Damages”), arising out of or resulting from: (a) any breach of any representation or warranty made by any Seller in this Agreement; and (b) any breach by any Seller of any covenant or obligation of any Seller in this Agreement. Sellers have not given any representations or warranties with respect to terminations of grants of Copyrights pursuant to 17 U.S.C. Section 203 or Section 304, or the exercise of any rights thereunder, by any Person. Sellers shall have no liability with respect to claims for Damages or indemnification by any Purchaser Indemnified Persons concerning any such rights or the exercise thereof, under 17 U.S.C. Section 203 or Section 304. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
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General Indemnification by Sellers. Subject to the terms and conditions of this ARTICLE VII, effective from and after the Closing, Sellers, jointly and severally, will indemnify, defend and hold harmless Buyer and its Affiliates (including, following Closing, the Companies), and their respective successors, assignees, officers, directors, partners, employees, agents and representatives (collectively, the “Buyer Indemnified Persons”) from and against, and will reimburse them for, any and all Losses resulting from or arising in connection with (a) any breach of any representations and warranties made by Sellers in this Agreement that survive the Closing pursuant to Section 7.1(a), (b) subject to Section 10.11, any breach of any covenant of Sellers contained in this Agreement requiring performance by Sellers after the Closing Date, (c) the formalization, execution or implementation of the Divestiture Transactions as described in this Agreement, including any Tax Liabilities or other Losses under applicable Law to the extent resulting from or arising in connection with implementing the Divestiture Transactions, (d) whether or not arising from events occurring prior to the Closing, the ownership or operation of the Retained Businesses, including those matters set forth in Sections 7.4(a)(ii) and 7.4(b), (e) the payment of any Working Capital Shortfall or Financial Debt Excess, (f) whether or not arising from events occurring prior to the Closing, the obligations of the Companies in respect of Retired Employees (including remuneration, pension and other labor benefits and charges owing thereto), (g) any Retained Business Guarantees not substituted or replaced by Sellers by Closing, including third-party costs related thereto, and (h) the failure of Sellers to comply with their obligations under Section 1.2(a) in respect of the Deposit.
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General Indemnification by Sellers. Subject to Sections 8.3 (Limitation and Survival of Indemnification Obligations), 8.4 (Survival and Expiration of Representations, Warranties and Covenants), and 8.5 (Indemnification Procedures), the Sellers covenant and agree, jointly and severally, to indemnify, defend, protect and hold harmless Buyer and its Affiliates (including each Company) and each of their respective successors and assigns, and their respective Affiliates, officers, directors, stockholders, representatives and agents (individually, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from, against and in respect of all Liabilities, losses, Claims, damages (but excluding punitive unless such damages are awarded to a third party as against an Indemnified Party), causes of action, lawsuits, administrative proceedings, investigations, judgments, settlement payments, deficiencies, Taxes, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively, “Damages”) suffered, sustained, incurred or paid by any Buyer Indemnified Party in connection with, resulting from or arising out of, directly or indirectly:
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General Indemnification by Sellers. Each of Sellers jointly and severally, covenants and agrees to indemnify, defend, protect and hold harmless Buyers and their officers, directors, employees, agents, representatives, stockholders, assigns, successors and Affiliates (individually, a "BUYERS INDEMNIFIED PARTY" and collectively, "BUYERS INDEMNIFIED PARTIES") from, against and in respect of:
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General Indemnification by Sellers. Sellers covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PalEx and Buyer, and their respective officers, directors, employees, stockholders, agents, representatives and affiliates, at all times from and after the date of this Agreement until the Expiration Date (as hereinafter defined) from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by any of such indemnified persons as a result of or arising from (a) any breach of the representations and warranties of Sellers set forth herein and (b) any breach or nonfulfillment of any covenant or agreement on the part of Sellers under this Agreement.
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General Indemnification by Sellers. SELLERS covenant and agree that they will indemnify, defend, protect and hold harmless CONDOR and TITAN at all times, from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by CONDOR and TITAN as a result of or arising from:
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General Indemnification by Sellers. Sellers shall be liable for, and shall defend, save, indemnify, and hold harmless Purchaser, and its officers, directors, employees, and agents, and each of them (hereinafter individually referred to as a "Purchaser Indemnitee" and collectively as "Purchaser Indemnitees") against and with respect to, (a) any losses, liabilities, claims, diminution in value, litigation, demands, damages, costs, charges, legal fees, suits, actions, proceedings, judgments, expenses, or any other losses (herein collectively referred to as "Losses") that may be sustained, suffered, or incurred by, or obtained against any Indemnitee arising from or by reason of the breach or nonfulfillment of any of the warranties, agreements, covenants or representations made by Sellers in this Agreement, (b) any taxes owed by, or any claims against or absolute or contingent liabilities of (1) Sellers existing on the Closing Date or arising out of pre-Closing or Closing transactions or events and (2) Summit existing prior to September 1, 1999 or arising out of transactions or events occurring prior to September 1, 1999; provided, however, that Sellers shall not be required to indemnify any Purchaser Indemnitee as to (y) any taxes, claims or liabilities which are reflected in the Summit Financial Statements, or (z) obligations Sellers or Summit are required to perform after the Closing in the ordinary course of business or pursuant to agreements mentioned in or expressly contemplated by this Agreement, and (c) any loss or deficiency resulting from the inability to collect the accounts of Summit referenced in Section 2.3(b) within the time period provided for therein; provided, however, that Purchaser exercises reasonable diligence in its efforts to collect such accounts receivable. It is agreed that the indemnification obligations of Sellers shall be solely for the benefit of Purchaser Indemnitees and may not be enforced by any insurer under any subrogation or similar agreement or arrangement or by any Governmental Authority except as a receiver for any Purchaser Indemnitee.
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General Indemnification by Sellers. Subject to Section 9.9 hereof, the Sellers, jointly and severally, agree to indemnify and hold harmless the Company and the Purchaser, and their respective successors and assigns from and against any Losses, including, where applicable, interest thereon determined at the Applicable Rate calculated from the earliest date permitted under applicable law until the date of payment, which are caused by or arise out of: (a) any breach or default in the performance by the Sellers of any covenant or agreement of the Sellers contained herein or in any document delivered pursuant hereto; (b) any breach of warranty or representation made by the Sellers contained herein, or in any document delivered pursuant hereto, without regard to materiality other than under Section 5.11, and (c) any and all actions, suits, proceedings, claims, demands, judgments, reasonable costs and expenses (including reasonable legal fees) incident to any of the foregoing. To the extent that the Company or the Purchaser receives an indemnification under any insurance policy, any amount to which the Purchaser or the Company otherwise would be entitled hereunder shall be reduced accordingly by the amount of such insurance indemnification payment.
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General Indemnification by Sellers 
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Related to General Indemnification by Sellers

  • General Indemnification Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Persons from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Persons and arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about any Individual Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of any Individual Property or any part thereof; (d) any failure of any Individual Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement, any Ground Lease or any Property Documents; (f) the payment of any brokerage commission, charge or fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instruments; and/or (g) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts; provided, however, that the foregoing covenant shall not apply to any matter to the extent arising from (x) the gross negligence, fraud, illegal acts or willful misconduct of an Indemnified Person or (y) any Losses first arising after foreclosure of the lien of the Loan Documents or deed-in-lieu of such foreclosure, or Lender exercising any remedy which results in Lender or its successors or assigns or their respective agents or appointees controlling the Properties (or any Individual Property, if applicable) solely with respect to those Properties which are no longer controlled by Borrower and solely with respect to actions, events or conditions which are not caused by Borrower or any of its Affiliates. Any amounts payable to Lender by reason of the application of this Section 12.1 shall become due and payable immediately after demand therefor by Lender and shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • General Indemnification Provisions (a) For the purposes of this Section, the term “Indemnitee” shall refer to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of this Article IX as the case may be; and the term “

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Subject to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

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