Indemnification Provisions for the Benefit of Seller. (a) Subject to the other provisions of this Article V, Buyer and the Company agree, jointly and severally, to indemnify, defend, save and hold the Seller Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to:
Indemnification Provisions for the Benefit of Seller. After the Closing, Buyer will indemnify, defend, and hold the Seller Indemnitees harmless from and will reimburse the Seller Indemnitees for any and all Adverse Consequences, directly or indirectly, to the extent resulting from, relating to, arising out of, or attributable to any one of the following
Indemnification Provisions for the Benefit of Seller. (i) In the event: (x) of any inaccuracy, violation or breach of any of Purchaser’s representations or warranties (without giving effect to any supplement to the Schedules or any qualification as to materiality, Material Adverse Effect or concepts of similar import, or any qualification or limitation as to monetary value) contained herein (other than an inaccuracy, violation or breach of a representation or warranty constituting a Purchaser Fundamental Representation); (y) the applicable survival period pursuant to Section 12.15(a) has not expired and (z) the Seller Indemnitees make a written claim for indemnification against Purchaser pursuant to Section 12.2 within such survival period, then from and after the Closing Purchaser agrees to release, indemnify and hold harmless the Seller Indemnitees from and against any Adverse Consequences suffered by the Seller Indemnitees to the extent relating to or arising from such inaccuracy, violation or breach; provided that Purchaser shall not have any obligation to indemnify the Seller Indemnitees from any such inaccuracies, violations or breaches until the Seller Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such inaccuracies, violations or breaches in excess of the General Deductible Amount, at which point Purchaser shall be obligated to indemnify the Seller Indemnitees from and against all Adverse Consequences exceeding the General Deductible Amount.
Indemnification Provisions for the Benefit of Seller. Buyer shall indemnify, defend and hold harmless Seller and its affiliates and the officers, directors, employees and shareholders of Seller from, against and with respect to any Loss. arising out of or in any manner incident, relating or attributable to (i) any inaccuracy in any representation or breach of any warranty of Buyer contained in this Agreement or in any certificate, instrument of transfer or other document or agreement executed by Buyer in connection with this Agreement or otherwise made or given in connection with this Agreement, (ii) any failure by Buyer to perform or observe, or to have performed or observed, in full, any covenant or agreement to be performed or observed by it under this Agreement or under any certificates or other documents executed by Buyer in connection with this Agreement.
Indemnification Provisions for the Benefit of Seller. (a) In the event Buyer breaches any of its representations, warranties, and covenants contained in this Agreement and a Seller Indemnified Party (as defined below) makes a written claim for indemnification against Buyer, then, Buyer agrees to indemnify Seller, and its Affiliates and agents, and their respective officers, directors, and employees (collectively, the "SELLER INDEMNIFIED PARTIES"; each a "SELLER INDEMNIFIED PARTY") from and against any Adverse Consequences any Seller Indemnified Party may suffer resulting from, arising out of, relating to, or caused by such breach.
Indemnification Provisions for the Benefit of Seller. From and after the Closing, subject to the provisions of the Article X, each Buyer agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless Seller and its directors, officers, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) from and against any Adverse Consequences the Seller Indemnified Parties suffer, directly resulting from:
Indemnification Provisions for the Benefit of Seller. In the event (a) ---------------------------------------------------- Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement or (b) after the Closing, Xxxxxx Xxxx breaches any of its covenants or agreements contained in the Kansas City Lease Assignment, or any other arrangement agreed to under Section 5.1(f), then Buyer agrees to indemnify, defend and hold harmless Seller from and against any Damages Seller suffers caused by such breach; provided that Seller makes a written claim against Buyer promptly, but in no event later than ten Business Days, after becoming aware of such breach, provided further that no delay on the part of Seller in notifying Buyer will relieve Seller from its obligations under this Section 8.3 unless Seller is actually prejudiced thereby.
Indemnification Provisions for the Benefit of Seller. In the event Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement and provided that Seller makes a written claim for indemnification against Buyer, then Buyer agrees to indemnify, defend and hold harmless Seller from and against any Damages Seller suffers caused by such event, provided, however, that Buyer will not have any obligation to indemnify Seller from and against all such Damages until Seller has suffered aggregate Damages, by reason of such breaches, in excess of $100,000.
Indemnification Provisions for the Benefit of Seller. Purchaser agrees to indemnify and hold Seller harmless from and against any and all Adverse Consequences Seller may suffer or incur resulting from, arising out of, relating to, or caused by the breach of any of Purchaser's representations, warranties, obligations or covenants contained herein.
Indemnification Provisions for the Benefit of Seller. Subject to Section 8.4, Buyer agrees to indemnify and hold the Seller Indemnified Parties harmless from and against any Damages asserted against, resulting to, imposed upon, suffered or incurred by Seller Indemnified Parties resulting from, arising out of, relating to, or caused by (a) the breach of any of Buyer's obligations or covenants contained herein, or (b) the operation of the Purchased Business or ownership of the Acquired Assets by Buyer after the Closing Date (other than the Retained Liabilities), including, without limitation, any Proceedings based on conduct of Buyer occurring after the Closing.
