Obligation of Seller to Indemnify. Seller agrees to indemnify, ------------------------------------- defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or in the Exhibits hereto or (ii) breach by the Seller of any covenant or agreement contained in this Agreement.
Obligation of Seller to Indemnify. The Stockholder and Seller, jointly and severally, agree to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates, successors and assigns and Representatives) from and against all claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, the "Losses")) based upon, arising out of or otherwise in respect of:
Obligation of Seller to Indemnify. Seller agrees to indemnify, defend --------------------------------- and hold harmless Purchaser (and its directors, officers, employees, Affiliates, successors and assigns) from and against all losses, personal injuries, liabilities, damages, deficiencies, costs or expenses
Obligation of Seller to Indemnify. Subject to the limitations contained Section 3.2 and Section 8.4(a), Seller agrees to indemnify, defend and hold harmless Purchaser from and against all Losses actually incurred by Purchaser based upon, arising out of or otherwise in respect of:
Obligation of Seller to Indemnify. Subject to the provisions of Section 7.5, Seller and Shareholder, jointly and severally, agree to indemnify, defend and hold harmless BearCom and Newco (and their respective directors, officers, employees, Affiliates, successors and assigns) from and against any and all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification) (collectively, "Losses") suffered or incurred by Newco or any of the foregoing persons arising out of (i) any breach of the representations and warranties of Seller or Shareholder contained in this Agreement or in the Schedules or any Transaction Document, (ii) any breach of the covenants and agreements of Seller contained in this Agreement or in the Schedules or any Transaction Document, (iii) any Retained Liabilities, (iv) any Liability of Seller for failure to file any federal, state, local or foreign Tax Return and any Liability for any Taxes relating to any tax period ending on or prior to the Closing Date, (v) any Liability under ERISA for any period prior to the Closing relating to any employee of Seller who is not hired by Purchaser after the Closing, (vi) any Environmental Liabilities, and (vii) any other actions or omissions of Seller prior to Closing, resulting in a Liability to Purchaser, other than the Assumed Liabilities, or (viii) any Liability to Purchaser in connection with any Claim by Charxxx Xxxxxx xxxsing prior to Closing.
Obligation of Seller to Indemnify. Seller hereby agrees to indemnify Buyer, Buyer's Affiliates and Buyer's and its Affiliates' directors, officers and employees (collectively the "Buyer Indemnified Parties") against, and to protect, save and keep harmless the Buyer Indemnified Parties from, and to assume liability for, payment of all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively "Losses"), that may be imposed on or incurred by the Buyer Indemnified Parties arising out of (i) the failure of any representation or warranty by Seller contained in Section 4.1, or in any certificate or instrument delivered by Seller hereunder, to be true in any material respect (except to the extent that the representation is already qualified by materiality, in which case such indemnification shall apply to the failure of such representation to be true in any respect), or any material breach (except to the extent that the representation is already qualified by materiality, in which case such indemnification shall apply to any breach) by Seller of a warranty contained in Section 4.1 or in any certificate or instrument delivered hereunder, (ii) any failure by Seller to comply with or perform any agreement or covenant contained in this Agreement or (iii) liabilities (other than Assumed Liabilities) arising from operation of the Business or ownership of the Purchased Assets prior to the Closing Date, including without limitation all Retained Liabilities or (iv) liabilities in respect of any employee benefit policies, plans, arrangements, practices or agreements of Seller as well as any and all liabilities under Title IV of ERISA that may be imposed on the Buyer Indemnified Parties or the Purchased Assets as a result of being a member of Seller's controlled group for purposes of Section 414 of the Code.
Obligation of Seller to Indemnify. Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements) (“Losses”) based upon, arising out of, or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant, agreement of Seller contained in this Agreement, the Seller Xxxx of Sale or the Seller Assignment and Assumption Agreement (including the representations and warranties provided under Section 5.4, if any); provided that Seller’s indemnification obligations hereunder shall be subject to the express limitations of Section 3.4 and Section 5 and (ii) the ownership, rental, maintenance, use or operation of (a) each item of Seller Equipment and the Seller Leases prior to the date hereof and (b) any Replacement Cars and any related leases prior to the date of delivery thereof. Buyer’s sole remedy for any breach of any representation or warranty of Seller expressly set forth in this Agreement shall be for indemnification pursuant to this Section 7 or for repurchase or replacement of railcars pursuant to Section 5.
Obligation of Seller to Indemnify. Subject to the limitations set forth in Sections 9.1 and 9.8, Seller shall indemnify, defend and hold harmless Buyer and its directors, officers, employees, Affiliates, and their respective successors and assigns, from and against any Loss incurred by any of them based upon or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement; and (ii) the failure by Seller to perform any unwaived covenant or agreement in this Agreement on its part to be performed; provided that such covenant or agreement survives the Closing Date in accordance with Section 9.1.
Obligation of Seller to Indemnify. After the Closing Date, Seller shall indemnify, defend and hold harmless Buyer (and its directors, officers, employees, agents, Affiliates and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses, including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys' fees, whether or not arising out of Third Party Claims (as such term is defined below), and including all amounts paid in investigation, defense or settlement of the foregoing pursuant to this Section 5 ("Losses") resulting from, based upon or relating to:
Obligation of Seller to Indemnify. Subject to this Article 11, from and after the Closing, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates, partners, members, managers, officers and employees (collectively, the “Buyer Indemnified Parties”) from and against all Losses arising out of or resulting from (a) any misrepresentation or breach of any of the Seller Fundamental Representations or the representations and warranties set forth in Section 3.12(a) or (d) (Transferred Assets), (b) any failure to perform any covenant or agreement of Seller contained in this Agreement requiring performance by Seller after the Closing or set forth in Section 5.1 (Conduct of Business Prior to the Closing) or (c) any of the Excluded Liabilities.
