Indemnification of Purchaser. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Purchaser and their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Pur...
Indemnification of Purchaser. Subject to the terms and ---------------------------- conditions of this Article VI, from and after the Closing, Seller, agrees to indemnify, defend and hold harmless the Purchaser, its respective affiliates, its respective present and former directors, officers, shareholders, employees and agents and its respective heirs, executors, administrators, successors and assigns (the "Purchaser Indemnified Persons"), from and against any and all ----------------------------- claims, liabilities and losses which may be imposed on, incurred by or asserted against any Purchaser Indemnified Person, arising out of or resulting from, directly or indirectly:
Indemnification of Purchaser. From and after the Closing, the Escrow Participant hereby agrees to indemnify and hold harmless Purchaser against and in respect of any actual and direct out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Purchaser as a result of: (a) any breach or inaccuracy of any of the representations, warranties set forth in Article IV (as modified by the Company’s Disclosure Schedules) or in the Company Certificate, in each case as of the Closing Date, and (b) any breach or nonfulfillment of any covenants of the Company contained in this Agreement to be performed prior to the Closing Date; provided, however, any breach related to Section 4.38 (Projections) shall be limited to a claim based upon fraud, an untrue statement of material information, or omission of material information or the lack of good faith in the preparation of such Projections; and (c) any Losses resulting from the matters described on Schedule 10.1(c). Notwithstanding anything in this Agreement to the contrary, the maximum liability of the Escrow Participant under this Agreement, including this Article X, or otherwise in connection with the transactions contemplated by this Agreement shall in no event exceed an amount equal to: (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). Further, the Purchaser shall not be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to Purchaser equals at least $200,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser shall be entitled to indemnification for any Losses above the Basket per Loss. Except for Losses resulting from the matters described on Schedule 10.1(c), the Escrow Participant shall have no liability or obligation to indemnify any Purchaser or any other Indemnified Party under this Agreement with respect to the breach or inaccuracy of any representation, warranty, covenant or agreement based on any matter, fact or circumstance known to Purchaser or any of its representatives or disclosed in the information set out in any Schedule to this Agreement. For Losses resulting from the matters described on Schedule 10.1(c), the Escrow Participant agrees to indemnify and hold harmless the Purchaser aga...
Indemnification of Purchaser. (a) The Seller shall, after the Closing Date, indemnify, defend and hold harmless Purchaser, the Latisys Companies and the Latisys Companies’ officers, directors, agents and representatives, and each Affiliate of Purchaser or the Latisys Companies (each hereinafter referred to individually as a “Purchaser Indemnified Person” and collectively as “Purchaser Indemnified Persons”), from and against, any and all claims, demands, suits, actions, causes of action, losses, costs, damages, liabilities and out-of-pocket expenses suffered, incurred or paid, including reasonable attorneys’ fees, but specifically excluding punitive and exemplary damages except to the extent that punitive or exemplary damages are included and awarded in a Third-Party Claim (hereinafter collectively referred to as “Damages”), arising out of or resulting from an inaccuracy in, breach of, default in, or failure to perform, any of the representations, warranties or covenants given or made by the Companies or Seller in this Agreement or in any Company Document or Seller Document (giving effect to any “materiality”, “material” or “Material Adverse Effect” qualifier set forth therein for purposes of determining whether a breach has occurred but not for purposes of determining the amount of Damages) (collectively, “Company Breaches”). No Purchaser Indemnified Person will be entitled to be indemnified pursuant to this Section 10.1 for any liability or Company Indebtedness to the extent such liability or Company Indebtedness is reflected in the Company Indebtedness, Company Transaction Expenses or Closing Working Capital and used to determine the Adjusted Purchase Price.
Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), to indemnify and hold Purchaser, its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), and their officers, directors, employees, agents, successors, transferees and assigns (each a "Purchaser Indemnified Party") harmless from and against all expenses, losses, costs, Taxes, deficiencies, liabilities and damages (including, without limitation, reasonable attorney's fees and expenses) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (i) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by ERC or any ERC Shareholder in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending on or prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial Statements.
Indemnification of Purchaser. Upon the terms and subject to the conditions of this Article VI, LB I Group agrees to indemnify and hold harmless Purchaser and its Affiliates against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, obligations, taxes, liens, losses, liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), expenses, and fees, including court costs and reasonable attorney's fees and expenses (collectively, "Losses") resulting from, arising out of, relating to, in the nature of, or caused by (i) any failure by Seller to perform or otherwise fulfill or comply with any provision of this Agreement, (ii) any breach or violation of any representation or warranty of Seller hereunder and (iii) any act or omission to act of LB I Group, DA, AHA, Liberty, GAP, Assisted, Liberty II, Liberty III, Housing, Freedom, SHSII or Sharpstown in their capacities as general partners in relation to the Interests arising out of conduct or actions occurring prior to the Closing, including, without limitation, any liabilities resulting from the litigation set forth on Schedule 6.2 hereto; provided however, that this clause (iii) shall not be construed to require LB I Group to indemnify and hold harmless Purchaser and its Affiliates (including entities for which Purchaser and its Affiliates serves as general partner) against any liability for Losses that Purchaser and its Affiliates (including entities for which Purchaser and its Affiliates serves as general partner) has or may have on the date hereof without giving effect to the transfer of the Interests.
Indemnification of Purchaser. From and after the Closing Date, Sellers hereby agree to jointly and severally indemnify, defend and hold harmless Purchaser and its Affiliates from and against any and all liabilities, damages and losses, including reasonable attorney's fees and expenses, suffered or incurred ("Losses") by Purchaser or any of its Affiliates resulting or arising from claims asserted within the period specified in Section 11.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy or breach of any representation or warranty of any Seller contained in this Agreement or an Attendant Document; (b) any breach of any covenant or agreement of any Seller contained in this Agreement or an Attendant Document; or (c) any Excluded Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which Purchaser claims indemnification under this Article XI, Purchaser shall notify Sellers and afford them the opportunity to join in the defense or settlement thereof at Sellers' own expense with counsel of their choosing, and Purchaser shall cooperate to make available to Sellers all pertinent information under its control or in its possession. Failure to so notify shall not effect the obligation to indemnify unless material prejudice results therefrom. Purchaser shall have the right to afford Sellers the opportunity to assume the defense or settlement of such third party claims at their own expense with counsel of their choosing; provided that Sellers shall not settle any such claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed.
Indemnification of Purchaser. Subject to the limitations set forth in Sections 9 and 12, the Seller shall indemnify and hold Purchaser harmless from, against, for and in respect of:
Indemnification of Purchaser. Each of the Issuer and the Depositor hereby agree to, jointly and severally, indemnify and hold harmless each Indemnified Party against any and all losses, claims, damages, liabilities, reasonable expenses or judgments (including reasonable accounting fees and reasonable legal fees and other reasonable expenses incurred in connection with this Note Purchase Agreement or any other Basic Document and any action, suit or proceeding or any claim asserted) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any information prepared by and furnished or to be furnished by any of the Issuer, the Loan Originator or the Depositor pursuant to or in connection with the transactions contemplated hereby including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, operations, financial condition of the Issuer, the Loan Originator, the Depositor or with respect to the Loans, to the extent such information contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein in the light of the circumstances under which such statements were made not misleading, except with respect to any such information used by such Indemnified Party in violation of the Basic Documents or as a result of an Indemnified Party’s gross negligence or willful misconduct which results in such Losses. The indemnities contained in this Section 9.01 will be in addition to any liability which the Issuer or the Depositor may otherwise have pursuant to this Note Purchase Agreement and any other Basic Document.
Indemnification of Purchaser. Seller and its representatives, successors, and assigns shall indemnify, reimburse and hold Purchaser and each of its partners, subsidiaries, affiliates, successors, assigns and agents harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, demands, actions or causes of action, judgments, encumbrances, costs and expenses (including reasonable attorneys' fees) (collectively, the "Indemnifiable Damages") relating to, resulting from or arising out of (i) any misrepresentation, untruth, inaccuracy, breach or nonfulfillment of any representation, warranty, agreement or covenant of Seller contained in or made in connection with this Agreement or in any Schedule, exhibit, certificate or other document delivered pursuant hereto, (ii) the failure of Seller to pay, perform or discharge promptly when due any of its obligations, liabilities and debts except as provided under this Agreement, (iii) any liability or obligation relating to the operation of the Business prior to the Closing Date, (iv) any breach or default prior to the Closing Date by Seller under any of the NRTC Agreements, (v) any state or local sales, use, excise, personal property or similar tax liability (including penalties and interest) of Seller, (vi) any liability or obligation relating to the operation of the Electric Business prior to or after the Closing Date, and (vii) any other liabilities, obligations or claims, whether absolute or contingent, known or unknown, matured or unmatured and not expressly assumed by Purchaser hereunder.
