General Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless Purchaser and its successors and assigns (an "Indemnified Purchaser Party") against and in respect of:
General Indemnification Obligation of Seller. From and after the Closing Date, Seller shall reimburse, indemnify and hold harmless Purchaser and its officers, employees, members, managers, successors and assigns (each, an “Indemnified Purchaser Party”) against and in respect of any and all Actions, damages, losses, deficiencies, liabilities, assessments, fines, costs and expenses, including court costs, costs and expenses of investigation and reasonable attorneys’ fees (collectively, “Losses”), incurred or suffered by any Indemnified Purchaser Party that result from, relate to or arise out of:
General Indemnification Obligation of Seller. From and after the Closing, each of the Sellers and the Shareholders, jointly and severally, will reimburse, indemnify and hold harmless PRG, its officers, directors, employees, agents, successors and assigns (each an "Indemnified PRG Party") against and in respect of:
General Indemnification Obligation of Seller. Seller shall defend, indemnify and hold Purchaser harmless and its members, officers, directors, employees, representatives, agents, successors and permitted assigns (an "Indemnified Purchaser Party") from and against any and all damages, losses, liabilities, deficiencies, actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) arising out of or resulting from: (i) any breach of any of Seller's representations, warranties, agreements or covenants made herein; (ii) any matter relating to the Acquired Assets prior to Closing, including, without limitation, residuals, guild payments, profit participation or equity participants, music rights, insurance, production liabilities, and all costs or expenses relating to any claims arising out of the foregoing; or (iii) any suit or proceeding of any kind or nature whatsoever against Purchaser arising from or connected with the transactions contemplated this Agreement or any of the documents, instruments or agreements to be executed pursuant hereto or any of the rights and properties assigned to Purchaser hereunder; or (iv) any suit or proceeding that Purchaser may in good xxxxx xxxx necessary or advisable to institute, in the name of Purchaser, Seller or both, against any other person for any reason whatsoever to protect Purchaser's rights hereunder, or any rights granted to Purchaser.
General Indemnification Obligation of Seller. From and after the date hereof, Seller will reimburse, indemnify and hold harmless Purchaser and MyTurn (each an "Indemnified Purchaser Party") against and in respect of:
General Indemnification Obligation of Seller. From and after the date hereof, Seller will reimburse, indemnify and hold harmless Purchaser, its officers, directors, agents, employees and controlling persons and their successors and assigns (each, an "Indemnified Purchaser Party") against and in respect of:
General Indemnification Obligation of Seller. The Seller shall indemnify and hold Buyer and its successors and assigns and any director, shareholder, employee or officer thereof (collectively, together with the Buyer, the "Buyer Indemnitees") harmless against and from any claim or loss which may be made or brought against the Buyer or the Buyer's indemnities, or which the Buyer or Buyer's Indemnitees may suffer or incur, in respect of, or arising out of.
General Indemnification Obligation of Seller. Subject to the terms set forth herein, from and after the Closing, Seller shall reimburse, indemnify and hold harmless Purchaser, its Affiliates (including the Company and each Subsidiary), and their respective stockholders, direct or indirect controlling persons, directors, managers, officers, agents, employees, members, successors and assigns (each, a "Purchaser Indemnitee" and collectively, the "Purchaser Indemnitees"), against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses, including those arising from any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines or judgments incident to any of the foregoing or to the enforcement of this Article VII (collectively, "Losses"), incurred or suffered by any Purchaser Indemnitee that result from, relate to or arise out of any of the following: (a) any breach or inaccuracy of the representations or warranties made by Seller in this Agreement or in any Transaction Document; (b) any breach by Seller of a covenant or agreement contained in this Agreement or in any Transaction Document; (c) expenses of Seller, and to the extent incurred prior to Closing and not included as Closing Adjustment Liabilities, expenses of the Company, the Subsidiaries and their Affiliates, relating to the consummation of the transactions contemplated by this Agreement or any Transaction Document, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (d) any and all adjustments to the Purchase Price required to be made in accordance with this Agreement; (e) any obligations or Liabilities related to an Excluded Asset or any Indebtedness to be paid off or cancelled pursuant to Section 4.3.6, including the Pinnacle Notes, the TXU Loans or the CoBank Loan; (f) any obligation or Liability arising under any arrangement or agreement or account terminated pursuant to Section 4.3.7; (g) any claims by TXU Corp., Seller and their Affiliates (other than the Company and the Subsidiaries and by any Person who served as an officer or director of the Company or its Subsidiaries prior to Closing) except for claims arising out of this Agreement or the Transaction Documents, claims arising after the Closing Date, and claims with respect to any intercompany agreements that will remain in effect after the Closing in accordance with Section 4.3.7; (h) any Liability related to an ONCOR ROW License Right Defect listed in Section (c)(ii) of ...
General Indemnification Obligation of Seller. Seller hereby agrees to reimburse, indemnify and hold harmless Purchaser, its officers directors, and affiliates and its successors and assigns (an "Indemnified Purchaser Party") against and in respect of any and all material damages, losses, deficiencies, liabilities, costs and expenses (including reasonable attorneys fees) incurred or suffered by any Indemnified Purchaser Party, up to a maximum amount equal to $6,200,000, that result from, relate to or arise out of (i) any material misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller or KFM under or pursuant to this Agreement; or (ii) from any material misrepresentation in or material omission from any certificate, schedule, statement, document or instrument furnished to Purchaser pursuant hereto or in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement (collectively, a "Breach"); provided, however, that such indemnification shall be effective only as to a Breach as to which Purchaser notifies Seller in writing within 90 days of the Closing Date and provided further that except in connection with a material misrepresentation in or material omission in Sections 3.1.8(a) and (b) and Schedules 3.1.8(a) and (b), Seller shall have no indemnification obligation to Purchaser in connection with any environmental contamination at the Facility or the Site. This Section 5.1 contains Purchaser's exclusive remedy with respect to this Agreement, the certificates, schedules, bills of sale, deeds, assignments, statements, documents or instruments executed, delivered or made in connection herewith and the transactions contemplated thereby.
General Indemnification Obligation of Seller. 58 11.2 General Indemnification Obligation of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 11.3
