Buyer’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Buyer agree to indemnify, defend and hold harmless Seller and their agents, from and against all Damages to which Seller becomes subject as a result of, arising out of, or based in any of the following:
Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless Seller and Affiliates and its and their respective directors, officers, employees, members, managers, partners, controlling Persons, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Seller Damages”) asserted against or incurred by any of Seller Indemnitees as a result of or arising out of:
Buyer’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Buyer and Parent shall indemnify and hold harmless Seller and its affiliates (it being understood that Company shall not be considered an affiliate of Seller and shall not be entitled to indemnification hereunder), agents and representatives and their successors and assigns (collectively, the "Seller Indemnitees") from and against all Damages asserted against or incurred by any Seller Indemnitee as a result of or arising out of (a)-a breach of or inaccuracy in any representation or warranty contained in Article IV of this Agreement when made or at and as of the Closing as though such representations and warranties were made at and as of the Closing (except to the extent that any such representations and warranties are made as of a specified date, then as of such date), or (b)-any breach by Buyer or Parent of, or any failure by Buyer or Parent to fully carry out and perform, any agreement, covenant, undertaking or obligation of Buyer or Parent in this Agreement, or (c) any suit, action, or other proceeding brought by any person arising out of the matters referred to in this Section 8.3 or (d) (i) all salaries, bonuses, commissions and vacation entitlements accrued on the Closing Balance Sheet but unpaid as of the Closing due to any Employee and (ii) any claims of, or damages or penalties sought by, any Employee, or any governmental entity on behalf of or concerning any Employee, with respect to any act or failure to act by Buyer or Company to the extent arising from the employment, discharge, layoff or termination of any Employee after the Closing.
Buyer’s Agreement to Indemnify. After the Closing Date, Buyer and SmarTalk shall jointly and severally indemnify, defend and hold harmless Seller, its officers, directors, employees and affiliates, and their successors and assigns (collectively, the "Buyer Indemnified Parties") against and in respect of any and all actual Losses regardless of whether any action has been filed or asserted against any Buyer Identified party arising from, in connection with or resulting from (a) any breach by Buyer or SmarTalk of representations and warranties contained in Section 5.4 hereof (such breach to be determined, in the case of those representations and warranties that are qualified by materiality, without regard to such qualification) or any breach by Buyer or SmarTalk of their covenants and agreements made in this Agreement that survive the Closing, provided that (w) Buyer and SmarTalk shall be required to indemnify the Buyer Indemnified Parties pursuant to this clause (i) only to the extent that the aggregate actual Losses (as adjusted pursuant to Section 9.6 hereof) to the Buyer Indemnified Parties arising from, in connection with or resulting from such breaches exceed Five Hundred Thousand Dollars ($500,000), (x) neither Buyer nor SmarTalk shall be required to indemnify the Buyer Indemnified Parties pursuant to this clause (i) in an aggregate amount in excess of Two Million Dollars ($2,000,000), (y) neither Buyer nor SmarTalk shall be required to indemnify the Buyer Indemnified Parties pursuant to this clause (i) for any breach of which the actual Losses (as adjusted pursuant to Section 9.6 hereof) arising from, in connection with or resulting from any individual case amount to Twenty-Five Thousand Dollars ($25,000) or less, and such Losses shall not be included in calculating the Five Hundred Thousand Dollar ($500,000) threshold established in the preceding subclause (w), and (z) any claim for indemnification under this clause (i) must be made in writing to Buyer and SmarTalk by Seller within one (1) year following the Closing Date; (b) the conduct of the Prepaid Phone Card Business from and after the Closing Date, except with respect to an Excluded Liability; (c) any Assumed Liability; and (d) any of the Assets (i) arising on or after Closing, (ii) arising from any contracts or agreements entered into by Buyer or SmarTalk or employees of Buyer or SmarTalk, or (iii) arising from or in any way related to the activities of Buyer or SmarTalk or the operation of their respective businesses.
Buyer’s Agreement to Indemnify. From and after Closing, upon the terms and subject to the conditions of this Article IX, Buyer shall indemnify, defend and hold harmless Seller, its Affiliates and its and their respective officers, directors, and employees (the “Seller Indemnified Parties”) (it being agreed that any indemnification payments shall be made to Seller), from and against all Losses asserted against, resulting from, imposed upon or suffered or incurred by Seller Indemnified Parties by reason of or arising from:
Buyer’s Agreement to Indemnify. Buyer and Company shall, on the date of Closing, agree, following the Closing, to indemnify and hold Seller and Shareholders, and their respective successors and permitted assigns harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (a) resulting from any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, (b) resulting from any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement following the Closing, or (c) except as otherwise provided herein, relating to the conduct of the Company’s business after the Closing or to the Membership Interests or the Oil and Gas Assets arising after the Closing, or (d) resulting from any claim, action or demand made by any third party relating to Buyers acquisition of Seller’s membership units in the Company, whether or not it arises out of or relates to this Agreement. Notwithstanding any provision in this Agreement or its attachments to the contrary, Buyer agrees that subsequent to Closing the Company shall continue to indemnify Seller and Shareholders to the full extent any such indemnification was provided to any of them under Company’s Bylaws and/or Articles of Incorporation in effect as of the date of this Agreement as previously furnished to Buyer.
Buyer’s Agreement to Indemnify. Buyer agrees to indemnify and hold harmless Seller and his assigns from, against and in respect of the full amount of any and all Damages arising from, in connection with, or incident to (i) any breach or violation of any of the representations, warranties, covenants or agreements of Buyer contained in this Agreement or in any document or certificate delivered by Buyer at the Effective Time, and (ii) the ownership of the Acquired Assets by Buyer from and after the Effective Time.
Buyer’s Agreement to Indemnify. Subject to the limitations set forth in this Article VII, the Buyer shall indemnify and hold harmless the Seller, and the Affiliates of the Seller for, and shall pay to such Persons and reimburse such Persons for, any and all Damages arising, directly or indirectly, from or in connection with:
Buyer’s Agreement to Indemnify. Subject to the terms and conditions of this Article XI, Buyers, jointly and severally, agree to indemnify, defend and hold harmless the Seller Group from and against all Damages asserted against, relating to, imposed upon or incurred by the Seller Group or any member thereof, directly or indirectly, arising out of, based upon, or resulting from (i) any inaccuracy in, or any breach of, any representation and warranty of Buyers contained in this Agreement or any of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of Buyers contained in, or made pursuant to this Agreement (including, without limitation, the failure of Buyers to pay or discharge the Assumed Liabilities) or any other of the Documents, or any certificate or other written instrument or document delivered by Buyers pursuant hereto or thereto; (iii) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to any matter which is the subject of indemnification under this Article XI ("Seller Indemnity Claims"); (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of, or related to, any Seller Indemnity Claims asserted under this Section 11.02; and (v) any claim or liability for brokerage commissions or finder's fees incurred by reason of any action taken by Buyers.
Buyer’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Buyer shall indemnify and hold harmless Seller and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnitees”) from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, attorneys’ fees and expenses reasonably incurred) (collectively, “Seller Damages”) asserted against or incurred by any Seller Indemnitee as a result of or arising out of (i) the Assumed Liabilities, (ii) a breach of any representation or warranty contained in Article IV of this Agreement or (iii) a breach of any agreement or covenant of Buyer in this Agreement or otherwise.
