Indemnification of Purchaser. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Purchaser and their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Pur...
Indemnification of Purchaser. (a) The Seller shall, after the Closing Date, indemnify, defend and hold harmless Purchaser, the Latisys Companies and the Latisys Companies’ officers, directors, agents and representatives, and each Affiliate of Purchaser or the Latisys Companies (each hereinafter referred to individually as a “Purchaser Indemnified Person” and collectively as “Purchaser Indemnified Persons”), from and against, any and all claims, demands, suits, actions, causes of action, losses, costs, damages, liabilities and out-of-pocket expenses suffered, incurred or paid, including reasonable attorneys’ fees, but specifically excluding punitive and exemplary damages except to the extent that punitive or exemplary damages are included and awarded in a Third-Party Claim (hereinafter collectively referred to as “Damages”), arising out of or resulting from an inaccuracy in, breach of, default in, or failure to perform, any of the representations, warranties or covenants given or made by the Companies or Seller in this Agreement or in any Company Document or Seller Document (giving effect to any “materiality”, “material” or “Material Adverse Effect” qualifier set forth therein for purposes of determining whether a breach has occurred but not for purposes of determining the amount of Damages) (collectively, “Company Breaches”). No Purchaser Indemnified Person will be entitled to be indemnified pursuant to this Section 10.1 for any liability or Company Indebtedness to the extent such liability or Company Indebtedness is reflected in the Company Indebtedness, Company Transaction Expenses or Closing Working Capital and used to determine the Adjusted Purchase Price.
Indemnification of Purchaser. Subject to the terms and ------------------------------ conditions of this Article VI, from and after the Closing, Seller, agrees to indemnify, defend and hold harmless the Purchaser, its respective affiliates, its respective present and former directors, officers, shareholders, employees and agents and its respective heirs, executors, administrators, successors and assigns (the "Purchaser Indemnified Persons"), from and against any and all ------------------------------- claims, liabilities and losses which may be imposed on, incurred by or asserted against any Purchaser Indemnified Person, arising out of or resulting from, directly or indirectly:
Indemnification of Purchaser. (i) From and after the Closing, the Sellers shall, jointly and severally, indemnify and hold harmless the Purchaser, each of its Affiliates (including, following the Closing, the Acquired Companies) and each of its and their respective managers, directors, officers, employees, members, partners, successors and permitted assignees (the “Purchaser Indemnitees”), from and against any and all losses, damages, liabilities, penalties, Taxes, fines, judgments, awards, settlements, costs, fees and expenses, including costs of investigation and reasonable attorneys’ fees (all of the foregoing collectively, “Losses”) incurred, suffered, paid or sustained by any Purchaser Indemnitee as a result of or in connection with (A) any breach of or inaccuracy in any of the representations or warranties of the Sellers contained in Article IV; (B) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Acquired Company contained herein to be performed prior to or at the Closing; (C) Indemnified Taxes; (D) any claims made by Sellers or any Optionholder (or any direct or indirect holders thereof) with respect to the allocation of the Purchase Price among Sellers and Optionholders (including the calculation and determination of their applicable Pro Rata Share, or the calculations and determinations set forth in the Payment Notice or in any Post-Closing Adjustment or disbursement of any Escrow Shares or cash from the Cash Escrow Fund at any time); (E) dissenters’, appraisal or similar rights asserted by any equityholder of the Acquired Companies under any Law; (F) any unpaid Change in Control Payments, Indebtedness, or Transaction Expenses; and (G) any matter set forth on Schedule 10.1(a)(i)(G).
Indemnification of Purchaser. (a) Seller and Clinsite shall, jointly and severally, indemnify and hold harmless Purchaser and its successors and their respective shareholders, officers, directors, and agents from and against any and all damages, losses, liabilities, costs, and expenses, including reasonable and actually incurred attorneys' fees (and costs and reasonable and actually incurred attorneys' fees in respect of any suit to enforce this provision) (each a "Loss" and collectively, "Losses"), arising from or relating to (a) any misrepresentation, breach of warranty, or nonfulfillment of any of the covenants or agreements of Seller or Clinsite in this Agreement (including any failure to collect Accounts Receivable within 90 days of the date such Accounts Receivable are due and payable), or in any document, certificate, or affidavit delivered by Seller or Clinsite pursuant to the provisions of this Agreement; (b) any liability, obligation, or commitment of any nature (absolute, accrued, contingent, or other) of Seller or Clinsite or relating to the Acquired Assets or the operation of the Business arising out of transactions entered into or events occurring prior to the Closing and not expressly assumed by Purchaser pursuant to this Agreement; (c) any Environmental Expenses, any Environmental Claims, any Environmental Conditions, or any material violation of Environmental Requirements relating to any time on or before the Closing Date; and (d) any and all actions, suits, investigations, proceedings, demands, assessments, audits, and judgments arising out of any of the foregoing. Purchaser acknowledges and agrees that (i) other than the representations and warranties of Clinsite and Seller specifically contained in this Agreement or in any other instrument or document executed pursuant hereto, there are no representations or warranties of Clinsite or Seller either expressed or implied with respect to the transactions contemplated hereby, Clinsite, Seller, the Business or the Acquired Assets; (ii) Purchaser shall have no claim or right of indemnification pursuant to Section 12.02 with respect to any information, documents or materials furnished by Clinsite or Seller or any of its officers, directors, employees, agents, or advisors to Clinsite or Seller in expectation of the transactions contemplated hereby other than this Agreement, the Schedules hereto and any instruments and documents executed pursuant hereto and (iii) if the Closing occurs, Purchaser's sole and exclusive remedy wi...
Indemnification of Purchaser. Upon the terms and subject to the conditions of this Article VI, LB I Group agrees to indemnify and hold harmless Purchaser and its Affiliates against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, obligations, taxes, liens, losses, liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), expenses, and fees, including court costs and reasonable attorney's fees and expenses (collectively, "Losses") resulting from, arising out of, relating to, in the nature of, or caused by (i) any failure by Seller to perform or otherwise fulfill or comply with any provision of this Agreement, (ii) any breach or violation of any representation or warranty of Seller hereunder, (iii) any act or omission to act of SHSII in its capacity as general partner of SHPI, SHPII, SHPIV or SHPV occurring prior to the Closing and (iv) any litigation set forth on Schedule 6.2 hereto; provided however, that neither clause (iii) nor clause (iv) shall be construed to require LB I Group to indemnify and hold harmless Purchaser and its Affiliates (including entities for which Purchaser and its Affiliates serves as general partner) against any liability for Losses that Purchaser and its Affiliates (including entities for which Purchaser and its Affiliates serves as general partner) has or may have on the date hereof without giving effect to the transfer of the Interests.
Indemnification of Purchaser. Subject to the limitations set forth in Sections 9 and 12, the Seller shall indemnify and hold Purchaser harmless from, against, for and in respect of:
Indemnification of Purchaser. Seller and its representatives, successors, and assigns shall indemnify, reimburse and hold Purchaser and each of its partners, subsidiaries, affiliates, successors, assigns and agents harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, demands, actions or causes of action, judgments, encumbrances, costs and expenses (including reasonable attorneys' fees) (collectively, the "Indemnifiable Damages") relating to, resulting from or arising out of (i) any misrepresentation, untruth, inaccuracy, breach or nonfulfillment of any representation, warranty, agreement or covenant of Seller contained in or made in connection with this Agreement or in any Schedule, exhibit, certificate or other document delivered pursuant hereto, (ii) the failure of Seller to pay, perform or discharge promptly when due any of its obligations, liabilities and debts except as provided under this Agreement, (iii) any liability or obligation relating to the operation of the Business prior to the Closing Date, (iv) any breach or default prior to the Closing Date by Seller under any of the NRTC Agreements, (v) any state or local sales, use, excise, personal property or similar tax liability (including penalties and interest) of Seller, (vi) any liability or obligation relating to the operation of the Electric Business prior to or after the Closing Date, and (vii) any other liabilities, obligations or claims, whether absolute or contingent, known or unknown, matured or unmatured and not expressly assumed by Purchaser hereunder.
Indemnification of Purchaser. Each of the Issuer and the Depositor hereby agree to, jointly and severally, indemnify and hold harmless each Indemnified Party against any and all losses, claims, damages, liabilities, reasonable expenses or judgments (including reasonable accounting fees and reasonable legal fees and other reasonable expenses incurred in connection with this Note Purchase Agreement or any other Basic Document and any action, suit or proceeding or any claim asserted) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any information prepared by and furnished or to be furnished by any of the Issuer, the Loan Originator or the Depositor pursuant to or in connection with the transactions contemplated hereby including, without limitation, such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the business, operations, financial condition of the Issuer, the Loan Originator, the Depositor or with respect to the Loans, to the extent such information contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein in the light of the circumstances under which such statements were made not misleading, except with respect to any such information used by such Indemnified Party in violation of the Basic Documents or as a result of an Indemnified Party’s gross negligence or willful misconduct which results in such Losses. The indemnities contained in this Section 9.01 will be in addition to any liability which the Issuer or the Depositor may otherwise have pursuant to this Note Purchase Agreement and any other Basic Document.
Indemnification of Purchaser. From and after the Closing Date, Sellers hereby agree to jointly and severally indemnify, defend and hold harmless Purchaser and its Affiliates from and against any and all liabilities, damages and losses, including reasonable attorney's fees and expenses, suffered or incurred ("Losses") by Purchaser or any of its Affiliates resulting or arising from claims asserted within the period specified in Section 11.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy or breach of any representation or warranty of any Seller contained in this Agreement or an Attendant Document; (b) any breach of any covenant or agreement of any Seller contained in this Agreement or an Attendant Document; or (c) any Excluded Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which Purchaser claims indemnification under this Article XI, Purchaser shall notify Sellers and afford them the opportunity to join in the defense or settlement thereof at Sellers' own expense with counsel of their choosing, and Purchaser shall cooperate to make available to Sellers all pertinent information under its control or in its possession. Failure to so notify shall not effect the obligation to indemnify unless material prejudice results therefrom. Purchaser shall have the right to afford Sellers the opportunity to assume the defense or settlement of such third party claims at their own expense with counsel of their choosing; provided that Sellers shall not settle any such claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed.
