Seller’s Agreement to Indemnify. Subject to the terms, conditions and limitations of this Agreement, Seller agrees to indemnify, defend and hold harmless Buyer, their officers, employees, directors, and agents from and against all Damages to which Buyer become subject as a result of, arising out of, or based on any of the following:
Seller’s Agreement to Indemnify. Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Company and Subsidiaries and their respective directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnitees") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Buyer Damages") arising out of or caused by, directly or indirectly, any or all of the following: (i) any misrepresentation, breach or failure of any warranty or representation made by the Seller in or pursuant to this Agreement; (ii) any failure or refusal by Seller to satisfy or perform in all material respects any covenant, term or condition of this Agreement required to be satisfied or performed by the Seller; (iii) any claim against Company under any guaranty or surety by Company of the obligations or liabilities of Seller or its subsidiaries; (iv) any claims asserted by Allegheny Health, Education and Research Foundation, Allegheny University of the Health Sciences, Allegheny University Medical Partners, Allegheny Hospitals, Centennial and Allegheny University Hospital -- East, or its agents, trustees or assigns (collectively, "Allegheny") against Buyer Indemnitees which arise from or relate to payments received by the Company or Subsidiaries from Allegheny prior to the date when Allegheny filed its petition for relief under Chapter 11 in the United States Bankruptcy Court for the Western District of Pennsylvania, Case Nos. 98-25773 through 98-25777, inclusive; and (v) any Proceeding against any Buyer Indemnitee by any person arising out of the foregoing.
Seller’s Agreement to Indemnify. Upon the terms and subject to conditions of this Article XI, Seller shall indemnify, defend and hold harmless Buyer, its affiliates (including the Company and its Subsidiaries) and their respective officers, directors, agents, employees, stockholder and representatives (the "Buyer Indemnified Parties"), at any time after the Closing, from and against all demands, claims, actions or causes of action, assessments, losses, damages, diminution in value, liabilities, costs and expenses, including interest, penalties and reasonable attorneys' fees and expenses (collectively, "Damages"), asserted against, resulting to, imposed upon or suffered or incurred by Buyer Indemnified Parties by reason of or arising from (a) a breach of any representation or warranty of Seller contained in or made pursuant to this Agreement (other than those contained in Section 3.14 hereof), (b) other than such for which indemnification is provided in Section 6.1(c), non-fulfillment of any agreement or covenant of Seller contained in or made pursuant to this Agreement or (c) the Excluded Assets (including any obligations and liabilities arising from or relating to the Excluded Assets) or the transactions contemplated by Section 2.4 hereof (collectively, "Buyer Claims"). Any provision in this Agreement to the contrary notwithstanding, in the event the Closing occurs and Buyer thereafter sells or otherwise disposes of all or any portion of the Continuing Business, the liability of Seller under this Article 11 automatically shall expire and terminate with respect to a "Division" (as defined below) of the Continuing Business of which Buyer makes a "Disposition" (as defined below), concurrent with the effective date of any such Disposition, and neither the Buyer Indemnified Parties, nor any purchaser or acquiror of any such portion of the Continuing Business shall have any right or remedy under this Article 11 or otherwise with respect to that portion of the Continuing Business, irrespective of the form of the transaction or the method or manner in which the sale or disposition occurs. For purposes of the immediately preceding sentence, a "Division" shall mean any of the Integrated Retail Banking, Consumer Lending, Residential Lending Services, Integrated Financial Services, Financial Services
Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its directors, officers, employees, Affiliates, controlling Persons, agents and representatives and their respective successors and assigns (collectively, the “Buyer 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, “Buyer Damages”) asserted against or incurred by any Buyer Indemnitee as a result of or arising out of:
Seller’s Agreement to Indemnify. (a) Subject to the terms of this Article IX, from and after the Closing, Seller shall indemnify and hold harmless Buyer, Parent and each of their respective Affiliates (other than Seller), directors, officers and successors (to the extent set forth in Section 10.9) (each, a “Buyer Indemnified Party”) from and against all out of pocket liabilities, claims, assessments, losses, judgments, settlements, fines, penalties, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, the “Buyer Damages”) incurred by a Buyer Indemnified Party as a result of or arising out of (i) the Excluded Liabilities or the Retained Assets (other then Consigned Inventory), (ii) a breach of any representation or warranty contained in Article IV of this Agreement, in each case, when made, and it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material”) or Material Adverse Effect set forth therein (other than Section 4.10 and Section 4.14 which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively) or (iii) a breach in any material respect of any agreement or covenant of Seller in this Agreement (other than agreements and covenants relating to Taxes and environmental matters, which shall be governed by Section 6.9 and Sections 9.5, 9.8 and 9.9 respectively). Buyer agrees that, except as contemplated by the immediately preceding sentence, from and after the Closing, the indemnification provided in this Section 9.2 is the exclusive remedy for a breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement.
Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and Parent and their respective directors, officers, employees, affiliates, controlling persons, agents, representatives and their successors and assigns (collectively, "BUYER INDEMNITIES") from and against all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) (collectively, "BUYER DAMAGES") asserted against or incurred by any Buyer Indemnities as a result of or arising out of (i) a breach of any representation or warranty contained in Article III of this Agreement, (ii) Excluded Liabilities, or (iii) a breach of any agreement or covenant of Seller or any of the Seller Subsidiaries in this Agreement or in any of the Non-U.S. Agreements. In the event of any breach of any representation or warranty for which indemnification is owed hereunder, the determination of the amount of any Buyer Damages resulting therefrom shall take into account all Buyer Damages resulting from the items giving rise to the breach without regard to any materiality qualification contained in the breached representation or warranty, to the extent the materiality qualification would otherwise apply to items giving rise to the breach.
Seller’s Agreement to Indemnify. Seller agrees to indemnify, defend and hold harmless Buyer and Affiliates and their respective successors and assigns from, against and in respect of the full amount of any and all Liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (“Damages”) arising from, in connection with, or incident to:
Seller’s Agreement to Indemnify. From and after Closing, upon the terms and subject to the conditions of this Article IX, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates (including the Nordic Companies) and their respective officers, directors, and employees (the “Buyer Indemnified Parties”) (it being agreed that any indemnification payments shall be made to Buyer), from and against all damages, judgments, awards, liabilities, losses, fines, obligations, amounts paid in settlement, claims of any kind or nature and costs, fees and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents), excluding, except as specifically set forth in Section 10.13, lost profits, lost revenues, special, consequential, indirect and punitive damages (other than lost profits, lost revenues, special, consequential, indirect and punitive damages actually paid in connection with any third party claim) (collectively, “Losses”), asserted against, resulting from, imposed upon or suffered or incurred by Buyer Indemnified Parties by reason of or arising from:
Seller’s Agreement to Indemnify. (a) Subject to the terms and conditions of this Article X, Seller agrees to indemnify, defend and hold harmless, each member of the Buyer Operating Group, and the officers, directors, employees and agents, and successors and assigns of each of them (collectively, the "Indemnified Buyer Group"), from and against, for, and in respect of any and all Claims and Losses asserted against, arising out of, relating to, imposed upon or incurred by any member of the Indemnified Buyer Group, directly or indirectly, by reason of or resulting from (i) any inaccuracy in or breach by Seller of its representations or warranties contained in Section 4.1(e) of this Agreement, (ii) any inaccuracy in or breach by Seller of its other representations or warranties contained in this Agreement, (iii) any breach by Seller of its obligations, covenants or agreements under this Agreement, (iv) Seller's failure to comply with any applicable bulk sales laws, (v) any Excluded Liabilities, (vi) the failure of Seller to obtain consents, Permits and/or Approvals required to transfer Contracts, Permits and/or Approvals and similar items in each case constituting the Acquired Assets to Buyer or (vii) any allegation that the conduct, practices or products made, used or sold, by the Business at any time prior to the Closing misappropriates or infringes any Intellectual Property of any Person (collectively "Buyer Indemnified Claims").
Seller’s Agreement to Indemnify. Subject to the terms and conditions of this Article XII, each Seller severally (and not jointly) agrees to indemnify, defend and hold Purchaser harmless, but only in proportion to his, her or its pro rata share of Partnership Interests as set forth in Schedule 3.02, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, reasonable attorneys' fees and expenses (collectively "Claim" or "Claims"), asserted against, imposed upon or incurred by Purchaser by reason of or resulting from (a) a breach of any representation or warranty of Sellers or the Partnership contained in or made pursuant to this Agreement, or (b) a breach of any covenant or agreement of Sellers or the Partnership contained in or made pursuant to this Agreement, or (c) any Undisclosed Liability, or (d) any FCC imposed forfeitures relating to actions or inactions by the Partnership or the General Partner prior to the Closing; provided, however, Sellers shall not be required to indemnify Purchaser with respect to any Claim based upon the breach of any warranty, representation, covenant or agreement contained in or made pursuant to this Agreement unless the amount of such Claim, when aggregated with all other such Claims, shall exceed $50,000, but then such indemnification shall be to the full extent of the Claim.
