Obligation of the Company to Indemnify. Subject to the limitations on the survival of representations and warranties contained herein, the Company hereby agrees to indemnify, defend and hold harmless the Buyer from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys, fees and disbursements) based upon, arising out of or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.
Obligation of the Company to Indemnify. The Company agrees to indemnify, defend and hold harmless Purchaser against and in respect of any and all claims, demands, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including, without limitation, interest, penalties and reasonable attorneys' fees ("Losses"), which directly or indirectly arise, result from or relate to the breach by the Company of, or the failure by the Company to comply with or perform, the Company's representations, warranties, covenants or agreements contained in this Agreement. To compensate Purchaser for the reduction in the capitalization of the Company as the result of any indemnification payment by the Company hereunder, the amount of any indemnification payment hereunder shall be equal to the sum of (i) the amount of Purchaser's Losses plus (ii) an amount such that, following the indemnification payment, Purchaser would be in the same position as if the shareholders of the Company (other than Purchaser) had made such indemnification payment to Purchaser directly.
Obligation of the Company to Indemnify. The Company agrees to indemnify, defend and hold harmless PRCO (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 Company contained in this Agreement or in the Schedules and Exhibits hereto or (ii) breach by the Company of any covenant or agreement contained in this Agreement.
Obligation of the Company to Indemnify. The Company and Seller agrees to indemnify, defend and hold harmless Buyer and Parent (and their respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Buyer and/or Parent, the Company, or any of the foregoing persons arising out of any breach of the representations and warranties of the Company or Seller contained in this Agreement, or of the covenants and agreements of the Company or Seller contained in this Agreement or in the Schedules or any other Transaction Document.
Obligation of the Company to Indemnify. The Company agrees to indemnify, defend and hold harmless OS (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 Company contained in this Agreement or in the Schedules and Exhibits hereto or (ii) breach by the Company of any covenant or agreement contained in this Agreement.
Obligation of the Company to Indemnify. The Company, agrees to indemnify, defend and hold harmless Buyer (and its respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Buyer, the Company, or any of the foregoing persons arising out of any breach of the representations and warranties of the Company contained in this Agreement, or of the covenants and agreements of Company contained in this Agreement or in the Schedules, Exhibits or any other Transaction Document.
Obligation of the Company to Indemnify. The Company agrees to ------------------------------------------- indemnify, defend and hold harmless CGMI (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 Company contained in this Agreement or in the Schedules and Exhibits hereto or (ii) breach by the Company of any covenant or agreement contained in this Agreement.
Obligation of the Company to Indemnify. Subject to Section 11.2, the Company shall indemnify, defend and hold harmless ACH (and its respective partners, directors, officers, employees, affiliates and assigns) from and against all losses, liabilities, damages, deficiencies, diminution in value, costs or expenses (including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys' fees) (collectively, "Losses") based upon, arising out of or relating to any inaccuracy or in any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement or any exhibit, schedule certificate or any of the other Transaction Documents delivered by the Company at the Closing.
Obligation of the Company to Indemnify. The Company shall indemnify and hold Member harmless and, upon Member’s request, defend Member, or its Affiliates, subsidiaries, managers, officers, employees, agents and assigns from and against (a) any Losses arising out of or otherwise in respect of any breach of the Company’s representations and warranties contained herein, provided, that if any such representation or warranty is qualified in any respect by Knowledge, materiality or Material Adverse Effect, for purposes of this paragraph such qualification will in all respects be ignored, (b) any Losses arising out of or otherwise in respect of any Contributed Liability, and (c) any Losses arising out of the use of any Contributed Assets after the date hereof or the operation of the Company’s business after the date hereof. Notwithstanding the foregoing, the Company shall not have any liability under clause (a) after the expiration of the Survival Period provided that if, at any time on or prior to the end of the Survival Period, Member delivers to the Company a written notice indicating that Member has determined, in good faith, that there has been a breach of any representation or warranty of the Company, then the obligation of the Company to indemnify and hold harmless Member with respect to such breach shall survive until any indemnification claim relating to such breach has been fully and finally resolved.
Obligation of the Company to Indemnify. The Company shall indemnify and hold Member harmless and, upon Member’s request, defend Member, or its Affiliates, subsidiaries, managers, officers, employees, agents and assigns from and against (a) any Losses arising out of or otherwise in respect of any breach of the Company’s representations and warranties contained herein, provided, that if any such representation or warranty is qualified in any respect by Knowledge, materiality or Material Adverse Effect, for purposes of this paragraph such qualification will in all respects be ignored, and (b) any Losses arising out of or otherwise in respect of any Contributed Liability. Notwithstanding the foregoing, the Company shall not have any liability under clause (a) after the expiration of the Survival Period provided that if, at any time on or prior to the end of the Survival Period, Member delivers to the Company a written notice indicating that Member has determined, in good faith, that there has been a breach of any representation or warranty of the Company, then the obligation of the Company to indemnify and hold harmless Member with respect to such breach shall survive until any indemnification claim relating to such breach has been fully and finally resolved.
