Obligation of the Seller to Indemnify. The Seller hereby agrees, to indemnify the Purchaser and its affiliates, shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser and their affiliates (individually a "PURCHASER INDEMNIFIED PARTY" and collectively, the "PURCHASER INDEMNIFIED PARTIES") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, 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 Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained herein or in any certificate delivered by the Seller at the Closing; or (b) any breach or failure by the Seller to comply with, perform or discharge any obligation, agreement or covenant by the Seller contained in this Agreement. The term "Losses" as used in this Agreement is not limited to matters asserted by third parties against a Purchaser Indemnified Party, but includes Losses incurred or sustained by a Purchaser Indemnified Party in the absence of third party claims.
Obligation of the Seller to Indemnify. The Seller shall indemnify, defend and hold harmless the Buyer from and against any losses arising out of or due to (I) any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any document or other writing delivered pursuant hereto; and (ii) any liability or obligation assumed by the Seller herein.
Obligation of the Seller to Indemnify. (a) The Seller shall indemnify, defend and hold harmless the Buyer Indemnified Parties and the Business from and against (i) any and all Environmental Actions based upon, arising out of or otherwise in respect of (A) any Release of Hazardous Substances on or prior to the Closing Date or the ownership or operation of the Business or of the Assets on or prior to the Closing Date, (B) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any certificate, schedule, instrument or other document prepared by or on behalf of the Seller and delivered pursuant hereto relating to Environmental Laws or (C) any and all obligations, debts or liabilities of the Seller (other than Assumed Liabilities) relating to Environmental Laws and (ii) any and all Losses based upon, arising out of or otherwise in respect of any such Environmental Action (not including diminution in value of any real property).
Obligation of the Seller to Indemnify. Subject to the limitations set forth in Section 10.6.1 below, the Seller hereby agrees to indemnify the Purchaser and its Affiliates, and their respective shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Purchaser (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, any and all liabilities, obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, 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 are imposed on or incurred by any Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Seller contained in Article III hereof (including the corresponding Sections of the Seller Disclosure Letter) or in any other Transaction Document, including, without limitation, the Seller Officer Certificates; provided that for purposes of determining any inaccuracy in or breach of a representation or warranty for purposes of indemnification under this Section 10.2(a), the representations and warranties set forth in Sections 3.3.1(b), 3.6, 3.7.1, 3.10 and 3.13.1 hereof shall be construed as if they were not qualified by the terms “material” or “materiality”; (b) any breach or failure by the Seller to comply with, perform or discharge any obligation, agreement or covenant of the Seller in this Agreement; (c) any liability or obligation or any assertion against any Purchaser Indemnified Party based on, or arising out of or relating to, directly or indirectly, any Excluded Asset, any Retained Liability or other liability arising out of the conduct of the Commercial Services Business prior to the Closing; (d) any litigation or claim disclosed on Section 3.8 of the Seller Disclosure Letter to this Agreement; and (e) any liability or obligation arising out of or relating to (x) the classification of any individual performing services for the Seller prior to the Closing as an independent contractor, freelancer, cons...
Obligation of the Seller to Indemnify. Subject to the limitations on indemnification contained in this Article IX, from and after the Closing Date Sellers agree to indemnify, defend and hold harmless the Purchaser (and its respective shareholders, directors, officers, agents and employees) (each, an "Indemnitee") from and against all losses, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively "Losses") based upon, arising out of or otherwise in respect of (i) any breach of a representation or warranty contained in Article III, each of which representation and warranty shall be considered without regard to any materiality or Seller Material Adverse Effect qualification therein or (ii) any Excluded Liabilities or Excluded Assets. Notwithstanding the foregoing, the Sellers shall not be liable under clause (i) of this Section 9.1 for any Losses arising in any discrete claim for indemnity (i.e., a claim with respect to a particular item or set of closely related items) if the amount of such Loss is less than $25,000.
Obligation of the Seller to Indemnify. Subject to the limitations contained in Article 10 and Section 11.4, the Seller agrees to indemnify, defend and hold harmless the 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 fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party in any action or proceeding between the indemnifying party and the indemnified party or between the indemnified party and any third party, or otherwise) ("Losses") based upon, or arising out of (a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement or in any Documents delivered by the Seller pursuant to this Agreement or (b) any
Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 11.4, the Seller shall indemnify, defend and hold harmless the Buyer, its directors, officers, employees, affiliates and assigns (collectively, the "BUYER INDEMNIFIED PARTIES") and the Business from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties, amounts paid in settlement and reasonable attorneys' fees and disbursements) (collectively, "LOSSES") based upon, arising out of or otherwise in respect of:
Obligation of the Seller to Indemnify. Subject to the limitations contained in Section 8.5, the Seller hereby agrees to indemnify the Purchaser, its Affiliates and its and their respective members, stockholders, managers, officers, directors, employees, agents and representatives and the successors and permitted assignees of the Purchaser and their Affiliates (individually, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by any Purchaser Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to, directly or indirectly, or by virtue of: (a) any misrepresentation, inaccuracy or breach of any representation or warranty contained in Article III hereof or in any certificate delivered by the Company or the Seller at the Closing; (b) any breach or failure by the Seller to comply with, perform or discharge any obligation, agreement or covenant by the Seller contained in this Agreement; (c) any Taxes due and owing by the Company with respect to any period ending on or prior to the Closing Date and/or any Taxes that are ultimately determined to have arisen on account of the operations, assets or actions of the Company prior to the Closing Date (including any actions contemplated by this Agreement), except to the extent taken into account in the calculation of Closing Date Working Capital; (d) any litigation or claim disclosed on Schedule 3.10 to this Agreement; (e) any items of Assumed Indebtedness or Company Transaction Expenses that are not reflected in the calculation of the Purchase Price (including the determination of Closing Date Working Capital pursuant to the procedures set forth in Section 2.2); (f) the PPP Loan, including, without limitation, the failure of the entire PPP Loan to be forgiven, any Taxes incurred by the Company or its Affiliates as a result of or in connection with the forgiveness of the PPP Loan, any determination by the PPP Lender or SBA that the Company was not an eligible recipient of a loan under the CARES Act and the PPP Act, any costs or fees, including the fees of outside legal or financial advisors, incurred in connection with the forgiveness of the PPP Loan, any untrue certification in connection with the loan application or ...
Obligation of the Seller to Indemnify. The Seller agrees to indemnify, defend and hold harmless the Purchaser (and any of its officers, directors, employees, affiliates, successors and assigns) from and against any losses, liabilities, damages, judgments, assessments, fines, costs, expenses or deficiencies (including interest, penalties, fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party) ("Losses") based upon, arising out of or due to or otherwise in respect of:
Obligation of the Seller to Indemnify. Subject to the limitations contained in this Article 5, the Seller shall indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates, successors and assigns) from and against all claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (including interest, penalties and the reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party in any action between the indemnified party and any third party) ("Losses") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller contained in this Agreement, provided, that Seller shall not be obligated to pay any indemnification amount for the Taxes described in Section 3.9.1(ii) unless Losses resulting from such Taxes or the failure to timely file any return, report or filing relating thereto, individually or in the aggregate, in respect of a breach of Section 3.9.1 would have a Material Adverse Effect and provided, further, that no claim may be made with respect to Section 3.15 to the extent that an adjustment was made with respect to such matter under Section 2.3, or (ii) the matters described on SCHEDULE 5.1.1 to the Seller Disclosure Letter.
