Indemnity by the Seller. The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee:
Indemnity by the Seller. 16.1.1 In addition to the Seller's obligations and the Purchaser's remedies provided elsewhere in this Agreement, the Seller will bear responsibility for loss of or damage to property, death or injury to person, and any other liabilities, damages, losses and reasonable costs and expenses (including reasonable legal fees and expert witness fees) (or any claim against the Purchaser in respect thereof) suffered by the Purchaser:
Indemnity by the Seller. The Seller agrees to indemnify and hold the Buyer harmless from all Buyer Indemnified Liabilities. For this purpose, “Buyer Indemnified Liabilities” shall mean all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer or any of them arising from, in connection with or as a result of any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement.
Indemnity by the Seller. Subject to the provisions of Sections 11.3 to 11.9, the Seller agrees to indemnify and hold the Buyer and its Affiliates harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel (collectively, the "LOSSES"), related to or arising directly or indirectly out of any of the following:
Indemnity by the Seller. The Seller agrees to indemnify and hold the Company and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Company Indemnitees"), harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, "Losses"), related to or arising directly or indirectly out of (a) any inaccuracies in any representation or warranty made by the Seller in or pursuant to this Agreement, (but only to the extent that Losses relating to or arising directly or indirectly out of such inaccuracies when taken together with Losses (as that term is defined in the Xxxxxx Purchase Agreements) for which the Seller is obligated to indemnify Purchaser Indemnitees or Company Indemnitees (as such terms are defined the Xxxxxx Purchase Agreements) pursuant to Sections 5.1(a) or 7.1(a) (as applicable) of each of the Xxxxxx Purchase Agreements, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Seller of any covenant, obligation, or undertaking made by the Seller in this Agreement, (c) the operation of the Contributed Assets by the Seller prior to the date hereof, (d) the Retained Liabilities, or (e) any out-of-balance condition in the Cardholder records existing on the Closing Date, whether or not then known, in each case, except to the extent that such Losses were caused by any such Indemnified Party's gross negligence or willful misconduct.
Indemnity by the Seller. From and after the Closing, the Seller agrees to indemnify, defend and hold the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents harmless from any loss, cost, expense, action, suit, proceeding, claim, penalty, fine, deficiency, obligation, liability, amount paid in settlement, Tax, judgment or damage, including court costs and reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses (any of which are hereafter referred to as a “Loss” and collectively as the “Losses”; provided, however Losses shall not include any punitive damages or any special, incidental, indirect, or consequential damages of any kind or nature (including loss of revenue, income or profits, or loss in value of assets or securities), except to the extent awarded in respect of a Third-Party Claim (as defined below) or actually expended or incurred by the Purchaser and its Affiliates (including the Company) and its and their respective employees, officers, directors and agents, arising out of or resulting from (i) any breach of a representation or warranty by the Seller in this Agreement or any certificate or document delivered by the Seller pursuant hereto, (ii) any nonfulfillment of any covenant or agreement on the part of the Seller under this Agreement or any certificate or document delivered by the Seller pursuant hereto, or (iii) all actions or omissions of the Seller or the Company or events occurring or conditions existing on or prior to the Closing Date associated with the conduct of the Business or other operations of the Company on or prior to the Closing Date. Notwithstanding anything to the contrary set forth herein, the remedies of the Purchaser in connection with a Rescinded License shall be exclusively those set forth in Section 1.3.
Indemnity by the Seller. Subject to the terms and conditions of this Section 11, each Selling Entity jointly and severally agrees to indemnify, defend and hold the Buyer and its Affiliates (collectively, for purposes of this Section 11, the "Buyer Indemnified Parties") harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses (whether made or incurred before or after the Closing Date), including, without limitation, the reasonable fees and disbursements of counsel (collectively, the "Losses"), to the extent such Losses result directly or indirectly from any of the following:
Indemnity by the Seller. The Seller hereby agrees to ----------------------- indemnify, defend and hold harmless the Buyer, its Affiliates and any of their officers, directors, employees or agents against and in respect of all claims, Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action), arising out of any claim, damages, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated or otherwise existing in respect of any matter (collectively, the "Losses"), provided that such Losses exceed One Million Dollars ($1,000,000) in the aggregate and result or arise from:
Indemnity by the Seller. The Seller shall indemnify, defend and hold harmless the Buyer against and in respect of all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, assessments, Taxes, losses, fines, penalties, damages, expenses, fees, costs, and amounts paid in settlement (including reasonable consultants', attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action), arising out of any claim, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated or otherwise existing in respect of any matter (collectively, the "LOSSES"), that results from:
Indemnity by the Seller. The Seller agrees to indemnify and hold the Purchaser, and the property of Purchaser, including, but not limited to the Rig and its related equipment, free and harmless from any and all claims, charges, liens, mortgages, lis pendens, attachments, security interests, causes of action, judgments, or any other encumbrances, with respect to and resulting from (i) any breach of this Agreement by the Seller, and, (ii) any liability of Seller.
