Indemnification for Liabilities. During the term of this Agreement and following its termination, the Appointers shall, on the Escrow Agent's first demand, release and hold the Escrow Agent harmless (i) from all liabilities of whatever nature incurred by the Escrow Agent in the course of the due performance of this Agreement or pursuant to provisions of applicable law and (ii) from all claims asserted against the Escrow Agent out of, or in connection with this Agreement, other than those liabilities or claims which are explicitly set forth in this Agreement; provided, however, that the Appointers shall not be bound to release and hold the Escrow Agent harmless in the event of the Escrow Agent's wilful misconduct or negligence. The Appointers shall assist the Escrow Agent in all legal proceedings and shall take over such proceedings to the extent permitted by applicable procedural rules on the Escrow Agent's first demand.
Indemnification for Liabilities. During the term of this Agreement and following its termination, Electronics, Topaz, and the Company shall jointly and severally, on Escrow Agent’s first demand, release and hold the Escrow Agent harmless (i) from all liabilities of whatever nature incurred by the Escrow Agent in the course of the due performance of this Agreement or pursuant to provisions of applicable law; and (ii) from all claims asserted against the Escrow Agent out of, or in connection with, this Agreement or the Escrow Agent’s office as escrow agent; provided however, that Electronics, Topaz, and the Company shall not be bound to release and hold the Escrow Agent harmless in case of Escrow Agent’s willful misconduct or gross negligence. The obligation of Electronics, Topaz, and the Company under this Section 0 shall include, but not be limited to, reimbursing or advancing the Escrow Agent all reasonable costs of proceedings, attorneys, and other fees and damages on first written demand of the Escrow Agent and subject to the Escrow Agent supplying invoices or other reasonably satisfactory documents. Electronics, Topaz, and the Company shall assist the Escrow Agent in all legal proceedings and shall on Escrow Agent’s first written request take over such proceedings to the extent permitted by applicable procedural rules. Internally, among the parties to this Agreement other than the Escrow Agent, the costs of proceedings, attorneys, and other fees and damages shall be borne by the party responsible for the damage. If no such party is responsible as set forth in the preceding sentence, the damage shall be borne equally by Electronics and Topaz.
Indemnification for Liabilities. Other than with respect to liabilities, obligations and commitments disclosed in the Financial Statements, Vendors further represent and warrant that there are no liabilities related to the Target as at the Closing Date and indemnify MYND against any such liabilities.
Indemnification for Liabilities. From and after the Closing Date, the Company and the Subsidiary, jointly and severally, shall indemnify, defend and hold harmless the Purchaser, and its stockholders, directors, officers and affiliates (collectively, the "Purchaser Indemnified Parties"), and the Purchaser shall indemnify, defend and hold harmless the Company and the Subsidiary, and their respective stockholders, directors, officers and affiliates (collectively the "Seller Indemnified Parties"), from and against any and all claims, suits, investigations, proceedings, judgments, losses, damages (whether direct, consequential or special), diminution in value, costs and expenses (including, without limitation, costs and expenses incurred in investigating, defending or settling any claims, suits, investigations or proceedings, such as the fees, expenses and disbursements of counsel, accountants and other experts) which a Purchaser Indemnified Party or a Seller Indemnified Party, respectively, may sustain, suffer or incur, resulting from, related to, or arising out of the failure of the Subsidiary or the Purchaser, respectively, to perform their obligations under Sections 3.2 and 3.1, respectively. Any Person seeking indemnification hereunder shall promptly give the other party written notice of the matter as to which indemnity is sought; provided, however, the failure to provide such notice shall not relieve the indemnifying party of its obligation to indemnify hereunder, except to the extent it is finally determined that such indemnifying party was actually prejudiced by any such failure. The indemnifying party shall have the right to control the defense, at its own cost and expense, of any such matter as to which indemnification by it is sought hereunder; provided, however, the indemnified parties shall have the right to participate in such defense, with counsel of its own choosing, and at its own cost and expense; provided, further, that if the indemnifying party fails to notify the indemnified parties within 10 Business Days after receipt of such notice of indemnification that it will defend such matter, then the indemnified parties may control the defense thereof, with counsel of its own choosing, but at the sole cost and expense of the indemnifying party (it being understood that, with respect to each matter as to which indemnity is sought, in no event shall an indemnifying party be responsible for more than one counsel for all indemnified parties in such matter, together with such local ...
Indemnification for Liabilities. To the extent that there exists any liability whatsoever with respect to any Controlled Group Employee Benefit Plan from and after the Closing (whether such liability be liability imposed under ERISA, the Code, or otherwise) (a "Controlled Group Employee Benefit Liability"), the Seller and/or Eagle (as defined in Section 5.7(b) hereof) shall take any action reasonably requested by the Company to prevent the imposition of such liability on the Company; and shall indemnify and hold harmless the "Indemnitees" (i.e., the Company, any successors or assigns thereto, and all employees, officers, directors, agents, independent contractors and other persons affiliated with the Company or its successors or assigns) from and against any and all such liabilities, and any losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of defense thereof, including reasonable attorneys' fees. Notwithstanding any provision of this Agreement to the contrary (including, but not limited to, any provisions of Article VIII hereof), the indemnification of the preceding sentence shall survive the Closing and shall remain in effect until no Controlled Group Employee Benefit Liability could possibly be asserted against the Indemnitees.
Indemnification for Liabilities. 10.1 STATE agrees to indemnify, protect, defend (with counsel reasonably acceptable to BUYER) and hold harmless BUYER from and against any and all claims, losses, liabilities and expenses suffered or incurred by BUYER as a result of 1) any claim or liability which accrues, arose or arises prior to the date of Close of Escrow based upon any personal injury, death or damage to tangible personal property on or at the Property; 2) any claims of any nature or kind from or concerning any of STATE'S or ASSOCIATION'S employees, officers, directors, board members, volunteers, contractors, tenants, vendors, employee bargaining units, citizens or taxpayer groups, agents, or any other person (including without limitation, as related to the termination of any such parties); (3) STATE's breach of any Contract or Lease prior to the Close of Escrow for the Property; and (4) any claim or liability arising out of or related to the litigation describe on Exhibit "N" attached hereto, except and to the extent resulting or arising from any negligence or misconduct of BUYER, its ground lessee, or their agents, employees, contractors, vendors or any person or entity acting on behalf of BUYER or its ground lessee. This indemnification obligation expressly survives the Close of Escrow on the Property.
Indemnification for Liabilities. Each Party agrees to indemnify and hold the other Party harmless from his or her own liabilities, including any obligations that may be imposed by law against the other Party’s separate property.
Indemnification for Liabilities. (a) Subject to the terms of this Section 5.4, the Buyer and Nordco hereby jointly and severally agree to indemnify and hold harmless the Seller and Oak and their respective directors, officers, employees, agents, affiliates and representatives from and against, and to reimburse the Seller and Oak, their directors, officers, employees, agents, affiliates and representatives for any damage, loss, expense (including reasonable attorneys' fees, amounts paid in settlement and costs of investigation), or other obligation or liability (hereinafter collectively referred to as "Losses") incurred by any of them following the Closing resulting from, arising out of, or incurred with respect to: (i) any Losses of Nordco arising from the business, operations or ownership of Nordco on or after the Closing Date (including but not limited to any liability arising from the Nordco Hourly Employee Pension Plan (the "Nordco Plan")), except for Losses for which Oak is to indemnify the Buyer pursuant to (b), below; (ii) the inaccuracy of any representation or breach of any warranty made by the Buyer in this Agreement or in any certificate delivered pursuant to this Agreement; (iii) any claim for personal injury or property damage for products liability, casualty, or otherwise arising out of the business of Nordco on or after the Closing Date; and (iv) any refunds or payments payable or paid to Nordco arising out of any Tax period prior to the Closing Date with respect to the business, operations or ownership of Nordco prior to the Closing Date.
Indemnification for Liabilities. If the Closing occurs, Valley shall indemnify, defend and hold harmless Stereophile from, against and in respect of claims against Stereophile relating to the liabilities which arise from the operation of the Business after the Closing; and Stereophile shall indemnify, defend and hold harmless Valley from, against and in respect of the liabilities of the Business which arise before or are based on actions or omissions occurring prior to the Closing.
Indemnification for Liabilities. In the event that the Company, any ------------------------------- Subsidiary of the Company, or any Member that holds Class A Units (or any assets or property of any of the foregoing Persons) become subject to any liability (including but not limited to a liability described in Code Section 6901) relating to income taxes (either federal, state or local), including interest or penalties associated with such taxes, in connection with: (i) the transaction in which all of the stock of Cable Michigan, Inc. was distributed by Commonwealth Telephone Enterprises, Inc. pro rata to its common equity holders; (ii) the contribution to the Company of the assets of Avalon Cable of New England, Inc.; or (iii) the contribution to the Company of the assets of Avalon Cable of Michigan, Inc., then (a) in the case of clauses (i) and (iii), the Member (or its Affiliates or Subsidiaries) that contributed the assets of Avalon Cable of Michigan, Inc. to the Company, or (b) in the case of clause (ii), the Member (or its Affiliates or Subsidiaries) that contributed the assets of Avalon Cable of New England, Inc. to the Company, shall indemnify the Company and the other Members in full for the entire liability paid, including interest, penalties and expenses associated with such liability. The amount to be indemnified shall be charged against a Capital Account of the indemnifying Member, and such Member shall make payments to the Company pursuant to Section 7.2 hereof. A Unitholder's obligation to make contributions to the Company under this Section 7.3 will survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 7.3, the Company will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Unitholder under this Section 7.3, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Company's and its Subsidiaries' effective cost of borrowed funds. No inference is intended herein that the Company, any Subsidiary of the Company, or any Member that holds Class A Units (or any assets or property of any of the foregoing Persons) will become subject to any liability described in this Section 7.3, or that the Company is assuming or receiving assets subject to any such liability.
