Indemnity by Sellers. Without limitation of any other provision of this Agreement or any other rights and remedies available to Purchaser at law or in equity, Sellers, jointly and severally, covenant and agree to indemnify, defend and hold harmless Purchaser and its Affiliates, stockholders, officers, directors, employees, representatives, successors and assigns (the "Purchaser Indemnified Parties") from all liabilities, losses, claims, demands, damages, judgments, interest, penalties, fines, costs and expenses, whether or not arising out of third-party claims (including without limitation, diminution in value and consequential damages, reasonable attorneys' and accountants' fees and expenses) (collectively, "Losses") actually or allegedly arising out of, in connection with or relating to (i) any breach of any covenant or agreement of Sellers or any inaccuracy in any of the representations and warranties of Sellers in this Agreement or in any certificate delivered by Sellers pursuant to this Agreement: (ii) claims, lawsuits, actions and proceedings by Sellers' employees, former employees or applicants to Sellers, or any beneficiary or executor of the estate of any of the foregoing, relating to employment, except to the extent such claims and liabilities are an Assumed Liability; (iii) claims, lawsuits, and other liabilities arising out of Sellers' conduct of the Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i), (ii) and (iii) hereof are not an Assumed Liability and together with amounts paid under Section 2.1 (f) and (g) exceed $300,000 in the aggregate; (iv) all uninsured amounts paid or incurred by the Purchaser Indemnified Patties pursuant to Section 2.1 (g), or any amounts paid to customers by the Purchaser Indemnified Parties pursuant to Section 2.1(f), for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses (i), (ii), and (iii) exceed $300,000 in the aggregate and relate to products sold by the Division prior to the Closing Date; or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims under Sections 2.1 (f) and (g), but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty o...
Indemnity by Sellers. Subject to Clause 8.1.3, each Seller hereby undertakes to the Purchaser (for itself and on behalf of each other member of the Purchaser’s Group (including any Delayed Target Group Companies) and their respective directors, officers, employees and agents) that, with effect from Closing, such Seller will indemnify on demand and hold harmless each member of the Purchaser’s Group (including any Delayed Target Group Companies) and their respective directors, officers, employees and agents against and in respect of any and all:
Indemnity by Sellers. Except as otherwise provided in this -------------------- Agreement, the Sellers shall be liable for, and shall indemnify and hold harmless the Buyer's Indemnitees from and against, (i) any Taxes that may be imposed on or incurred by the Partners and/or the Partnership with respect to all taxable periods ending on or prior to the Closing Date; and (ii) any Taxes allocated to the Sellers pursuant to Section 3 hereof. The indemnification described in this Section 2 shall not apply to the extent of any Taxes (other than United States federal income Taxes) that are reflected as a current accrued tax liability on the 1996 Balance Sheet. Anything in this Agreement to the contrary notwithstanding, the indemnification described in this Section 2 shall be subject to and governed by the provisions of Article 11 of the Stock Purchase Agreement, with the indemnified amount to be treated under said Article 11 as Damages incurred by reason of breach of the representations and warranties in Section 4.24 of the Stock Purchase Agreement.
Indemnity by Sellers. Subject to the last paragraph of this Section 9.3, each Seller, on and after such Seller's respective Closing Date, hereby severally agrees to indemnify, defend and hold harmless the Buyer, its Affiliates and any of their officers, directors and employees, agents and representatives ("Buyer Indemnified Parties") against and in respect of their respective Losses; provided that such Losses result or arise from:
Indemnity by Sellers. Subject to the provisions of Section 8.4 of this Agreement, Sellers agree to indemnify, defend, protect and hold Purchaser and its officers, directors, shareholders and agents harmless for, from and against any and all (i) liabilities of Sellers, (ii) Claims sustained directly or indirectly by Purchaser based on pre-closing operation of Sellers' business, and (iii) breach of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in Section 8.4, that exist at the date of closing or are based on the conduct of Sellers' business prior to the date of Closing.
Indemnity by Sellers. Sellers shall, jointly and severally, indemnify Buyers and their affiliates, directors, officers, managers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless from any and all damage, loss, cost, penalty, liability and expense (including, without limitation, reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by the Buyer Indemnified Parties (whether originally asserted against or imposed on the Buyer Indemnified Parties by a third party or originally incurred or suffered directly by the Buyer Indemnified Parties) arising directly out of any breach of any representation or warranty, covenant or agreement made or to be performed by Sellers pursuant to this Agreement (such breach, a "Seller Breach").
Indemnity by Sellers. Sellers shall, jointly and severally, indemnify Buyers and their affiliates, directors, officers, employees, controlling persons, agents and representatives and their successors and assigns (collectively, the "Buyer Indemnified Parties") against and hold each of them harmless from any and all damage, loss, cost, penalty, liability and expense (including, without limitation, reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by the Buyer Indemnified Parties (whether originally asserted against or imposed on the Buyer Indemnified Parties by a third party or originally incurred or suffered directly by the Buyer Indemnified Parties) arising directly out of any breach of any representation or warranty, covenant or agreement made or to be performed by Sellers pursuant to this Agreement, or arising directly out of any liability or obligations under the Multiple Party Vendor Contracts to the extent such liability or obligations have not been disclosed to Buyers in the summaries of the Multiple Party Vendor Contracts (such breach, a "Seller Breach").
Indemnity by Sellers. Sellers agree to jointly and severally indemnify, defend and hold harmless Purchasers and their respective Affiliates, Representatives, successors and assigns (the "Purchaser Indemnitees"), from and against any Loss suffered by the Purchaser Indemnitees arising out of, in connection with, relating to, or resulting from:
Indemnity by Sellers. Sellers, jointly and severally, will defend, indemnify and hold harmless Parent, the Purchaser and their respective directors, officers, employees, shareholders, representatives and agents against any loss, cost, damage, liability, obligation, claim or expense (including reasonable attorney fees and court costs but excluding any consequential, incidental, exemplary or similar damages) (collectively the "Indemnified Losses") resulting from or relating to (a) any breach of any representation, warranty, covenant or agreement made by Sellers in this Agreement that under Section 7.1 survives the Closing or any breach or nonperformance of any agreement entered into by any Seller at Closing, (b) any liabilities of Sellers not assumed by the Purchaser pursuant to this Agreement, and (c) the successful enforcement of Sellers' indemnification obligations under the Agreement.
Indemnity by Sellers. After Closing, Sellers shall indemnify, defend and hold harmless SGI and its respective directors, officers, employees and agents from and against any Liabilities arising out of or resulting from any untrue representation or breach of warranty of Sellers as set forth in this Agreement, or a default or breach of any covenant or agreement made by Sellers under this Agreement.
