Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:
Indemnification of Buyer. Seller shall indemnify and hold Buyer, its Affiliates, and their respective employees, directors, officers, and licensees harmless from and against any Losses insofar as a Loss or actions in respect thereof arises out of or is based upon Seller’s breach of any of its representations, warranties, or covenants set forth in this Agreement.
Indemnification of Buyer. From and after the Closing, Buyer, Surviving Corporation and their respective directors, officers, employees, Affiliates, agents, advisors, representatives and assigns ("Buyer Indemnitees") shall be indemnified and held harmless by the holders of ZMP Common Stock on the date hereof out of funds in the Escrow Account and/or the Glendale Escrow Account, as the case may be, available therefor, from and against any and all Losses of any such Person, directly or indirectly, as a result of, or based upon or arising from (1) any untruth or inaccuracy of any of the representations or warranties (except to the extent related to Taxes) made by the Company in Section 3.2 of this Agreement or any of the agreements or covenants (except to the extent related to Taxes) made by the Company in Article IV of this Agreement, (2) without duplication, (x) any breach of the covenant to pay any Declared Pre-Closing Income Tax Liability, (y) all Taxes of the Company or ARA relating to Pre-Closing Periods and (z) any Straddle Period Liability (collectively "Tax Losses"), (3) any amounts described in Sections 2.8(a)(iii) and (iv) hereof which are not paid on the Closing Date from the Purchase Price, (4) Section 1300 Payments and payments required under Section 2.11 in connection with or as a result of the existence of Dissenting Shares at the Closing if and to the extent such Losses or payments exceed the Dissenting Share Amount and (5) any claims or allegations of third parties against any Indemnified Party of any violation or non-compliance with or pursuant to any Environmental Law at the Glendale Facility. Indemnification under Section 7.1(1), (2), (3) and (4) shall be available solely from the Escrow Account as provided herein. Indemnification under Section 7.1(5) shall be available solely from the Glendale Escrow Account and the Escrow Account as provided herein.
Indemnification of Buyer. Subject to the provisions of this Section 4.7, the Company will indemnify and hold the Buyer and its 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 Buyer (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 “Buyer 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 the Buyer 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 Buyer, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Buyer, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Buyer’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Buyer may have with any such stockholder or any violations by the Buyer of state or federal securities laws or any conduct by the Buyer which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Buyer Party in respect of which indemnity may be sought pursuant to this Agreement, the Buyer 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 Buyer Party. Any Buyer 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 the Buyer Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed af...
Indemnification of Buyer. Seller hereby agrees to indemnify, defend and hold harmless Buyer and any other holder of record title to the Property pursuant to this Agreement, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all indebtedness or other liability arising out of ownership or operation of the Property prior to Close of Escrow, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Close of Escrow, and any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Buyer, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Buyer harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Buyer harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Buyer harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Buyer incident to, resulting from or in any way arising out of any act or omission of Buyer, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Close of Escrow are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Buyer for the purposes of this provision.
Indemnification of Buyer. Seller agrees to pay and be liable to Buyer, its affiliates and their respective directors, officers and employees (herein individually a "Buyer Indemnified Party" and collectively, "Buyer Indemnified Parties") and shall assume, indemnify, defend and hold harmless the Buyer Indemnified Parties from and against and in respect of any and all losses, damages, liabilities, taxes, sanctions that arise (A) under Section 4980B of the Code and Part 6 of Title I of ERISA, interest and penalties, costs and expenses (including, without limitation, disbursements and reasonable legal fees incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceedings, claim, appeal, demand, assessment or judgment) imposed upon, incurred by, or assessed against any Buyer Indemnified Party arising by reason of or relating to any failure to comply with the health care continuation coverage requirements of Section 4980B of the Code and Part 6 of Title I or ERISA which failure occurred or occurs (i) on or prior to the Closing Date with respect to any current or former employee of Seller or any qualified beneficiary of such employee (as defined in Section 4980B(g)(1) of the Code), or (ii) after the Closing Date with respect to any current or former employee of Seller who does not at any time become entitled to coverage under any group health plan, within the meaning of Section 5000(b)(1) of the Code, of Buyer, or with respect to any dependent of such employee and for any failure to comply with the notice or other requirements of the Act, and/or (B) in connection with any employee complaints and/or matters pending before any applicable administrative agencies, including without limitation, the National Labor Relations Board, EEOC, Department of Labor, Department of Fair Employment Housing, and/or any applicable collective bargaining dispute resolution forums prior to the Closing Date or relating to incidents arising prior to the Closing Date.
Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall indemnify and hold Buyer, its partners and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).
Indemnification of Buyer. Subject to the limitations set forth in this Article VI, the Company and Stockholders agree to jointly and severally indemnify and hold harmless Buyer and its officers, directors, agents and employees, and each person, if any, who controls or may control Buyer within the meaning of the Securities Act from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees (hereinafter referred to as “Damages”):
Indemnification of Buyer. Seller hereby agrees to indemnify, defend and hold Buyer, its affiliates and their respective directors, managers, officers, employees and agents (collectively, the “Buyer Parties”) harmless from any and all liabilities, obligations, claims, contingencies, damages, costs, deficiencies and expenses, including all investigative costs, court costs, litigation expenses and reasonable attorneys’ and accountants’ fees (collectively, “Losses”) that any Buyer Party may suffer or incur as a result of or relating to:
