Seller Claims. Purchaser shall indemnify and hold harmless Seller against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (i) any breach or violation by Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (ii) any breach of any of the representations or warranties made in this Agreement by Purchaser; or (iii) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's dealings, agreement, or arrangement with such Person.
Seller Claims. The Purchaser will indemnify, defend and hold harmless the Seller and its parents and Affiliates and each of their respective officers, directors, employees, attorneys, agents and successors and assigns (collectively, the “Seller Group”), from and against any and all Losses, including reasonable legal, accounting and other expenses in connection therewith and costs and expenses incurred in connection with investigations and settlement proceedings, which arise out of, are in connection with, or relate to, the following which arise out of or relate to the following (collectively, “Seller Claims”):
Seller Claims. From and after the Closing, Purchaser will indemnify, defend and hold harmless Seller and its parents and Affiliates and each of their officers, directors, employees, attorneys, agents and successors and assigns (collectively, the "SELLER GROUP"), from and against any and all demands, suits, penalties, obligations, damages, claims, losses, liabilities, payments, costs and expenses (including reasonable legal, accounting and other expenses in connection therewith) and including costs and expenses incurred in connection with investigations and settlement proceedings which arise out of or relate to the following (collectively, "SELLER CLAIMS"):
Seller Claims. Purchaser and Hospitality shall indemnify and hold harmless Seller against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (i) any breach or violation by Purchaser or Hospitality of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (ii) any breach of any of the representations or warranties made in this Agreement by Purchaser or Hospitality; or (iii) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's or Hospitality's dealings, agreement, or arrangement with such Person.
Seller Claims. Buyer shall indemnify and hold harmless Seller Parent and Seller and their respective successors and assigns against, and in respect of, any and all Losses resulting after the Closing Date from: (a) any breach or violation by Buyer of any covenant set forth herein or any failure to fulfill any obligation set forth herein or (b) any breach of any of the representations and warranties made in this Agreement by Buyer (collectively items (a) and (b) are hereinafter referred to as the "Seller Claims"). Buyer shall not be responsible to Seller Parent and Seller with respect to any Losses as to which Seller Parent and Seller are otherwise entitled to indemnity under item (b) of this Section 10.3 and Section 10.3 of the MRI Agreement unless and until the aggregate amount of such Losses exceeds $150,000 (the "Buyer Stop Amount"); provided, however, that in the event the Buyer Stop Amount shall be exceeded, Buyer shall pay to Seller Parent and Seller the amount of the Buyer Stop Amount plus the amount of any excess; and provided further, that under no circumstances shall the aggregate of the Buyer Stop Amount and any excess under both this Agreement and the MRI Agreement exceed $1,000,000. Buyer shall have no obligation under this Section 10.3 to the extent that Seller Parent or Seller (or any Affiliate thereof) shall receive insurance proceeds relating to a Seller Claim for which there is insurance coverage, and the amount of any Seller Claim shall be exclusive of any such insurance proceeds. Insurance maintained by Seller Parent or Seller shall be considered primary coverage, and Buyer's insurance shall be considered secondary coverage with respect to a Seller Claim for which Seller or Seller Parent shall have insurance coverage. The indemnification provisions of Buyer pursuant to item (b) of this Section 10.3 shall expire and terminate on March 30, 1998, unless Seller Parent or Seller, as appropriate, shall have provided written notice of a claim to Buyer prior to or on such date. If Seller Parent or Seller provides such notice prior to March 31, 1998, the indemnification obligations under item (b) of this Section 10.3 shall continue until the appropriate amount of indemnification, if any, is determined, paid and satisfied in full.
Seller Claims. The Company or the Parent, as applicable, shall indemnify and hold harmless the Seller and its successors and assigns and each of their officers, directors, managers and employees (collectively, the “Seller Indemnitee”) against, and in respect of, any and all damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out-of-pocket expenses, reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder) (collectively, “Seller Losses”) resulting after the Closing Date from: (a) any breach or violation by the Company or the Parent of any covenant set forth herein or any failure to fulfill any obligation set forth herein or (b) any breach of any of the representations and warranties made in this Agreement by the Company or the Parent (collectively items (a) and (b) are hereinafter referred to as the “Seller Claims”). The indemnification obligations of the Company and the Parent pursuant to item (b) of this Section 10.3 shall expire and terminate two years from the Closing Date unless the Seller shall have provided written notice of a claim to Company or the Parent, as applicable, prior to or on such date. If the Seller provides such notice prior to two years from the Closing Date the indemnification obligations under item (b) of this Section 10.3 shall continue until the appropriate amount of indemnification, if any, is determined, paid and satisfied in full.
Seller Claims. From and after the Closing Date, Purchaser shall indemnify, defend and hold harmless the Seller Group from and against any and all Losses which arise out of or relate to the following (collectively, “Seller Claims”), in each case, even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any person included in the Seller Group or any other Person:
Seller Claims. Seller Claims" shall have the meaning assigned thereto in Section 14.2.
Seller Claims. (i) The Purchaser shall not be liable for breach of any Purchaser's Warranty in respect of any individual claim (or a series of claims arising from substantially similar facts or circumstances) where the liability agreed or determined (disregarding the provisions of this Clause 9.2) in respect of any such claim or series of claims does not exceed (pound)100,000 (one hundred thousand pounds Sterling) and such claims shall not be aggregated for the purposes of Clause 9.3.2.
Seller Claims. (a) Purchaser shall indemnify and hold harmless Sellers, their respective stockholders and affiliates, and their respective officers, directors, employees, agents, and the successors and assigns of each of the foregoing (collectively, the "Seller Indemnitees") against, and in respect of:
