Seller’s Indemnification Sample Clauses
Seller’s Indemnification. Seller shall indemnify, defend and hold Buyer and its officers, directors, employees or agents harmless from and against any and all loss, cost, liability, damage and expense (including legal and other expenses incident thereto) of every kind, nature or description arising out of: (a) the breach of any representation or warranty of Seller set forth in this Agreement or in any schedule or certificate delivered to Buyer pursuant hereto; (b) the breach of any of the covenants or agreements by Seller contained in or arising out of this Agreement or the transactions contemplated hereby; or (c) the ownership of the Licenses prior to the Closing Date, and the conduct of the business of the Stations prior to the Closing Date, including, but not limited to, any liability, judgment or damages against Seller, its officers, directors, employees or agents, as a result of litigation involving the Seller prior to the Closing Date.
Seller’s Indemnification. Upon the Closing, each Seller shall severally and not jointly agree (and, upon delivery to the Buyer of the Assignment, such Seller shall be deemed to have severally and not jointly agreed) to PAY, DEFEND, INDEMNIFY, REIMBURSE AND HOLD HARMLESS to the extent of such Seller’s Proportionate Share (as hereinafter defined) the Buyer, its Affiliates and its and their respective members, managers, directors, officers, agents and employees (the “Buyer Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Buyer Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of such Seller set forth in this Agreement or any failure by such Seller to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 12 of this Agreement; (b) all Taxes for which such Seller is responsible hereunder; or (c) any of its Retained Liabilities. “Proportionate Share” means, with respect to a Seller, (i) one hundred percent (100%) with respect to a claim under this Section based on a breach or claim solely by or against such Seller and (ii) with respect to breaches or claims involving two or more Sellers, the percentage determined by dividing the amount of the Purchase Price received by such breaching Seller as set forth in the Closing Statement (as adjusted by the Final Statement) by the aggregate Purchase Price set forth in the Closing Statement received by all of the breaching Sellers (as adjusted by the Final Statement).
Seller’s Indemnification. Provided that the Closing occurs, subject to the other provisions of this Article 13, Seller shall release, defend, indemnify and hold harmless, the Buyer Indemnitees from and against any and all Losses arising out of or relating to:
Seller’s Indemnification. Seller hereby agrees to indemnify, defend and hold Purchaser and its shareholders, officers, employees, directors, agents and affiliates (the "Seller Indemnitees") harmless from and against any and all claims, liabilities, losses, damages or injuries together with costs and expenses, including reasonable legal fees, arising out of, related to or resulting from (i) any incorrectness or incompleteness in the representations and warranties made by Seller in this Agreement, (ii) any breach in any material respect by Seller, unless waived by Purchaser, of any covenant or agreement of Seller contained in or arising out of this Agreement, and (iii) any liability or obligation relating to, resulting from or arising out of the Purchased Assets arising before the Closing (except Assumed Liabilities).
Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") from and against each and every demand, claim, loss, liability, damages, cost and expense of any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims".
Seller’s Indemnification. Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:
Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLERS SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (A) THE RETAINED OBLIGATIONS, OR (B) ANY INACCURACY OR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT OF SELLERS CONTAINED IN THIS AGREEMENT THAT SURVIVES THE CLOSING, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES, EXCLUDING ANY BUYER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Seller’s Indemnification. From and after the Closing Date, Seller shall indemnify and hold harmless Buyer and its directors, officers, and controlling persons (the “Buyer Indemnified Parties”), from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses, including without limitation reasonable attorney’s fees, expenses and court costs, arising out of or caused by, directly or indirectly, any of all of the following (collectively, the “Losses”):
Seller’s Indemnification. The Sellers shall indemnify, defend and hold harmless Investor, the Merger Sub (for the period of time from the date hereof through the Effective Time), the Company (from and after the Effective Time) and each of Investor’s, the Merger Sub’s and the Company’s respective Affiliates, subsidiaries, shareholders, directors, officers, employees and agents, other than the Sellers and their Affiliates (not including the Company) (collectively, “Investor’s Indemnitees”), from any and all Losses resulting from or attributable to: (i) the breach of, or misstatement in, any one or more of the representations or warranties of the Sellers or the Company set forth in this Agreement, determined without giving effect to any Material Adverse Effect or materiality qualifiers contained in such representations or warranties, (ii) any claims, demands, suits, investigations, proceedings or actions by any third party containing or relating to allegations that, if true, would constitute a breach of, or misstatement in, any one or more of the representations or warranties of the Sellers set forth in this Agreement, without giving effect to any Material Adverse Effect or materiality qualifiers contained in such representations or warranties, (iii) the failure to perform any of the covenants of the Sellers set forth in this Agreement including, but not limited to, those set forth in Section 2.03(b) and Article VIII, (iv) any actual or alleged Tax liability of the Company in respect of any period (or portion thereof) through the Closing Date as well as the Losses described in Section 8.02(b), (v) the failure of the Company to obtain a nondisturbance agreement for any of the Leases other than the Leases under which a Seller or an Affiliate (other than a sibling) of a Seller is the lessor prior to the Closing; provided, however, that Sellers’ indemnification obligations pursuant to this clause (v) shall be subject to the Minimum Loss and Indemnification Cap limitations set forth in Section 10.06, or (vi) fees payable to KeyBanc Capital Markets.
Seller’s Indemnification. Provided that the Closing occurs, Seller shall release, defend, indemnify and hold harmless Buyer, its partners, and their respective officers, directors, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses to the extent resulting from or arising out of (a) the Retained Obligations, (b) any breach by Seller of any of Seller’s representations and warranties contained in Article V or (c) any breach by Seller of its covenants hereunder, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES. Notwithstanding anything to the contrary contained herein, Seller’s indemnification obligation under Section 14.04(a) (other than with respect to the Specified Retained Obligations), Section 14.04(b) and Section 14.04(c) (other than as applicable to breaches of Seller under Sections3.05(b), 3.08, 4.04(b), Article IX, 10.02, 10.03, 10.05(a), Article XII, Article XVI and Article XVII only) (1) shall only apply if Buyer has provided Seller with written notice claiming indemnification within twelve (12) months of the Closing and (2) shall only apply after a deductible percentage of two percent (2%) of the Purchase Price, and then only to the extent of the excess of the claims above the two percent (2%) deductible of the Purchase Price and (3) shall never exceed a maximum aggregate sum of fifteen percent (15%) of the Purchase Price, inclusive of attorneys’ fees and all other expenses of litigation.