Indemnities by Sellers. SELLERS HEREBY AGREE TO JOINTLY AND SEVERALLY DEFEND, INDEMNIFY AND HOLD PURCHASER HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COSTS, DAMAGES, CHARGES, EXPENSES (INCLUDING LEGAL EXPENSE) OR OTHER LIABILITIES INCURRED OR ARISING FROM THE OPERATION OF THE SUBJECT PROPERTIES PRIOR TO THE CLOSING DATE, AND ANY ACTS OR OMISSIONS OF SELLERS RELATING TO SUCH OPERATIONS.
Indemnities by Sellers. Subject to Sections 6.03(a), Sellers will jointly and severally indemnify, defend and hold harmless each Purchaser, the Company, TMMPT, the TMMPT Subsidiaries and their respective Affiliates, directors, officers, employees and agents (collectively, the "Seller Indemnified Persons") from and against, and will pay to such Seller Indemnified Persons, as applicable, the following Losses (collectively, "Purchaser Losses"):
Indemnities by Sellers. Without limiting any other rights that SunGard Financing may have hereunder or under applicable law, each Seller jointly and severally hereby agrees to indemnify SunGard Financing and its officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of SunGard Financing) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by SunGard Financing of an interest in the Receivables, excluding, however:
Indemnities by Sellers. (a) Without limiting any other rights that the Purchaser may have hereunder or under applicable law, each Seller hereby agrees to indemnify (and pay upon demand to) the Purchaser and its officers, directors, agents and employees (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including (but subject to the limitations set forth in Section 7.02) reasonable attorneys’ fees (which attorneys may be employees of the Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or by reason of, (i) such Seller’s failure to perform any of its duties, covenants or other obligations in accordance with the provisions of this Agreement, (ii) any representation or warranty made by such Seller (or any officers of such Seller) under or in connection with this Agreement or any other written information or report delivered by such Seller pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made, (iii) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with any Equipment or other merchandise, insurance or services provided by such Seller or any of its Affiliates and that are the subject of any Contract Asset, (iv) any taxes that may at any time be asserted against any Indemnified Party as a result of or relating to the sale contemplated herein, including any sales, gross receipts in respect of the Contracts, gross margin, general corporation, tangible personal property, personal property replacement privilege or license taxes and costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by such Seller under this Agreement or imposed against the Purchaser or otherwise, (v) any Contract being determined to not constitute an Eligible Contract as of the applicable Purchase Date, or (vi) any Indemnified Amounts based on or resulting from:
Indemnities by Sellers. 20 Section 6.2 Other Costs and Expenses......................................22 Section 6.3 Taxes.........................................................22 ARTICLE VII MISCELLANEOUS....................................................23
Indemnities by Sellers. Without limiting any other rights that any Transferee may have hereunder or under applicable law, each Seller hereby agrees to indemnify (and pay upon demand to) each Transferee and its assigns, officers, directors, agents and employees (each a "Seller Indemnified Party") from and against any and all damages, losses, claims, Covered Taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of a Transferee or any such assign) and disbursements (all of the foregoing being collectively referred to as "Seller Indemnified Amounts") awarded against or incurred by any of them arising out of any of the following:
Indemnities by Sellers. 19 Section 6.2
Indemnities by Sellers. Without limiting any other rights which Victxx xxx have hereunder or under applicable law, but without duplication, each Seller hereby agrees to indemnify Victxx, XXI and their permitted assignees from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys fees and disbursements awarded against or incurred by Victxx xx TRI or any of their successors or assigns (including the Trustee and the Investors) relating to or resulting from:
Indemnities by Sellers. Without limiting any other rights which any such Person may have hereunder or under applicable law, Sellers, jointly and severally, hereby agree to indemnify each of the Agent, each Purchaser, PNC Bank, each of PNC Bank's Affiliates, their respective successors, transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or any of the other Agreement Documents or the transactions contemplated thereby or the use of the proceeds by the Sellers therefrom, including, without limitation, in respect of the ownership or funding of an Undivided Interest or in respect of any Receivable or any Contract, excluding, however, recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables. Without limiting the foregoing, Sellers, jointly and severally, shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:
Indemnities by Sellers. Sellers, jointly and severally, shall ---------------------- indemnify, defend and hold harmless Purchaser, its past and present affiliates and their successors and assigns and each of their respective officers, directors, employees and agents, shareholders, partners, principals, directors and members (collectively, the "Purchaser Representatives") against and in respect of any and all Damages that Purchaser or the Purchaser Representatives shall incur or suffer which arise out of, result from or relate to or otherwise in respect of (i) the Retained Liabilities or (ii) any breach of any covenant of Sellers' contained in this Agreement.
