Indemnification by LLC. LLC shall indemnify and hold B&M and each of its Affiliates, officers and directors (collectively, the "B&M Indemnitees") harmless against and with respect to, and shall reimburse the B&M Indemnitees for: (a) Any and all Losses resulting from a breach of any representation or warranty or nonfulfillment of any covenant or agreement by it contained herein or in any assignment and assumption agreements delivered to B&M hereunder or in connection herewith; (b) Any and all Assumed Liabilities; (c) Any and all Liabilities, accruals, deferments, debts, duties and obligations incurred or arising after the Closing Date in connection with the operation of the B&M Business or any other business of LLC; and (d) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.
Appears in 1 contract
Sources: Contribution and Assumption Agreement (Spectrum Group International, Inc.)
Indemnification by LLC. LLC shall indemnify and hold B&M Stack's and each of its Affiliates, officers and directors (collectively, the "B&M Stack's Indemnitees") harmless against and with respect to, and shall reimburse the B&M Stack's Indemnitees for:
(a) Any and all Losses resulting from a breach of any representation or warranty or nonfulfillment of any covenant or agreement by it contained herein or in any assignment and assumption agreements delivered to B&M Stack's hereunder or in connection herewith;
(b) Any and all Assumed Liabilities;
(c) Any and all Liabilities, accruals, deferments, debts, duties and obligations incurred or arising after the Closing Date in connection with the operation of the B&M Stack's Business or any other business of LLC; and
(d) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.
Appears in 1 contract
Sources: Contribution and Assumption Agreement (Spectrum Group International, Inc.)