Common use of Rights to Indemnification Clause in Contracts

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement or any document, certificate or agreement delivered pursuant to this Agreement. Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities or (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement or any document, certificate or agreement delivered pursuant to this Agreement.

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement or any document, certificate or agreement delivered pursuant to this Agreement. Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of BuyerBuyer or, (b) the failure to perform the obligations of the Assumed Liabilities or (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement or any document, certificate or agreement delivered pursuant to this Agreement.

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement (and specifically excluding any representation, warranty, covenant, agreement or any documentobligation of TCI or the General Partner, certificate or agreement delivered pursuant as to this Agreementwhich Seller shall have no obligations to Buyer). Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities or Liabilities, (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement and (d) if Buyer has the right to terminate this Agreement pursuant to Section 7.5(a) and does not give notice to terminate this Agreement pursuant to Section 10.1 (c)(vii), then after the Closing any claim with respect to any environmental condition disclosed or any document, certificate or agreement report prepared and delivered pursuant to this AgreementSection 7.5.

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees The Majority Stockholder has agreed to indemnify the Parent, the Purchaser and hold harmless Buyer against any loss, liability, claim, damage or expense their respective affiliates for (including, but not limited to, reasonable attorneys' fees and disbursementsi) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warrantywarranty or covenant of the Majority Stockholder in the Shareholder Agreement, covenant(ii) breach of any covenant of the Company in the Merger Agreement, agreement (iii) breach by the Company of its representations and warranties in the Merger Agreement as to organization, authority and good standing; authorization and effectiveness of the Merger Agreement; the Company's capital structure; the Company's Subsidiaries and other interests; the Company's Commission filings and financial statements; litigation; required approvals; and brokers and finders fees, and (iv) subject to individual exceptions, claims by Persons who are not employees of the Company or any of its Subsidiaries resulting from the termination of their Options as of the Effective Time. The Majority Stockholder's obligation to indemnify the Parent, the Purchaser and their respective affiliates for breaches of the Company's representations and warranties under the Merger Agreement applies only with respect to claims asserted prior to April 30, 2001. The Majority Stockholder has no such liability unless the aggregate damages of the Parent and its affiliates resulting from a breach of such representations and warranties exceeds $500,000. The Majority Stockholder's aggregate liability for breaches of the Company's representations and warranties is limited to $10 million. The Parent and the Purchaser have agreed to indemnify the Majority Stockholder and its respective affiliates for damages resulting from the breach of any representation, warranty or covenant of the Parent or the Purchaser contained in the Merger Agreement or the Shareholder Agreement. Parent and Purchaser have also agreed to indemnify, reimburse and hold harmless the Majority Stockholder and its affiliates from and against all damages asserted against or incurred by the Majority Stockholder and its affiliates, and for all payments made or required to be performed made by Seller under this Agreement or any documentthe Majority Stockholder and its affiliates, certificate or agreement delivered pursuant to this Agreement. Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of any of the transactions contemplated guarantees issued by this Agreement by any Person purporting the Majority Stockholder with respect to act on behalf indebtedness of Buyer, the Company to the extent such damages or payments arise out of (b1) the failure to perform the obligations change in control of the Assumed Liabilities Company due to the consummation of the Offer or the Merger or (c2) Buyerevents occurring after a majority of the Company Board is comprised of the Parent's failure or designees (other than damages arising from a Company breach of any representation, warranty, covenant, agreement or obligation made or required prior to be performed by Buyer under this Agreement or any document, certificate or agreement delivered pursuant to this Agreementsuch change in the Company Board).

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement (and specifically excluding any representation, warranty, covenant, agreement or any documentobligation of TCI or the General Partner, certificate or agreement delivered pursuant as to this Agreementwhich Seller shall have no obligations to Buyer). Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities or Liabilities, (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement and (d) if Buyer has the right to terminate this Agreement pursuant to Section 7.5(a) and does not give notice to terminate this Agreement pursuant to Section 10.1(c)(vii), then after the Closing any claim with respect to any environmental condition disclosed or any document, certificate or agreement report prepared and delivered pursuant to this AgreementSection 7.5.

Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' attorney's fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and or (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement or any document, certificate or agreement delivered pursuant to this Agreement. Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited limited, to, reasonable attorneys' attorney's fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities or (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement or any document, certificate or agreement delivered pursuant to this Agreement.

Rights to Indemnification. Subject (i) In consideration of each Buyer’s execution and delivery of this Agreement and the other Transaction Documents to be executed by such Buyer and acquiring the limitations set forth Securities hereunder and thereunder and in Sections 11.3 addition to all of the Company’s and 11.4the Subsidiaries’ other obligations under the Transaction Documents, Seller agrees to the Company shall defend, protect, indemnify and hold harmless such Buyer and each other holder of the Securities and all of their shareholders, partners, officers, directors, members, managers, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including those retained in connection with the Transactions) (collectively, the “Indemnitees”) from and against any lossand all actions, liabilitycauses of action, claimsuits, damage or expense claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (includingirrespective of whether any such Indemnitees is a party to the action for which indemnification hereunder is sought), but not limited to, and including reasonable attorneys' ’ fees and disbursements) disbursements (the “Indemnified Liabilities”), incurred by any Indemnitees as a result of, or arising from out of, or relating to (aA) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure misrepresentation or breach of any representationrepresentation or warranty made by the Company or any of the Subsidiaries in any of the Transaction Documents, warranty, (B) any breach of any covenant, agreement or obligation made or required to be performed by Seller under this Agreement of the Company or any documentof the Subsidiaries contained in the Transaction Documents, certificate or agreement delivered pursuant (C) any cause of action, suit or claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall, subject to this Agreement. Subject Section 13(b), make the maximum contribution to the limitations set forth in Sections 11.3 payment and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect satisfaction of each of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Indemnified Liabilities or (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer that is permissible under this Agreement or any document, certificate or agreement delivered pursuant to this Agreementapplicable law.