Sellers’ Claims. Purchaser shall indemnify and hold harmless Sellers against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (a) any material breach or violation by Purchaser of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (b) any material breach of any of the representations or warranties made in this Agreement by Purchaser; or (c) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Purchaser's dealings, agreement, or arrangement with such Person.
Sellers’ Claims. Subject to the terms and conditions of this Article 11, Buyer agrees to indemnify, defend and hold harmless Seller and any of its officers, directors, shareholders, employees or agents from and against all Losses suffered or incurred by any of them arising from, relating to or otherwise in respect of (i) any inaccuracy in any representations or warranties contained in Article 5 of this Agreement, (ii) any breach or non-fulfillment by Buyer of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement or (iii) any Losses arising from or related to Buyer’s operation of Amite on or after the Closing Date (collectively, “Seller Claims”).
Sellers’ Claims. (a) Purchaser shall indemnify and hold harmless Sellers, and their successors and assigns, against, and in respect of:
Sellers’ Claims. Purchaser shall indemnify, defend and hold Sellers harmless from and against all costs (including reasonable attorneys’ fees and court costs and costs of investigation), losses, damages, liabilities or expenses incurred by Sellers as a result of:
Sellers’ Claims. Buyer acknowledges that Seller intends to liquidate and dissolve shortly after the consummation of the transactions set forth in this Agreement and to distribute all of the shares received from Buyer pursuant to this Agreement. Any claims Seller may have hereunder may be brought by Seller or by a designee on behalf of the shareholders of Seller.
Sellers’ Claims. NAGM shall indemnify and hold harmless Sellers against, and in respect of, any and all damages, claims, losses, liabilities, and expenses, including without limitation, legal, accounting and other expenses, which may arise out of: (a) any material breach or violation by NAGM of any covenant set forth herein or any failure to fulfill any obligation set forth herein, including, but not limited to, the obligation to satisfy the Assumed Liabilities; (b) any material breach of any of the representations or warranties made in this Agreement by NAGM; or (c) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of NAGM's dealings, agreement, or arrangement with such Person.
Sellers’ Claims. All claims made by General Motors under this Article 15 (a “Sellers’ Claim”) shall be made in writing as follows:
Sellers’ Claims. Seller has no claims against either Buyer or the Company, and neither Buyer nor the Company are obligated in any way or for any amounts, except for claims or obligations which may arise under this Agreement. Seller hereby releases any and all claims which it may have against Buyer and/or the Company through the Closing Date, except for claims arising under this Agreement, or claims for which Seller may be entitled to indemnification in accordance with the provisions of the Company’s Articles of Incorporation or Bylaws.
Sellers’ Claims. Purchaser shall indemnify, defend and hold BH Member, XX-XX JV and each Seller harmless from and against all costs (including reasonable attorneys’ fees and court costs and costs of investigation), losses, damages, liabilities or expenses incurred by BH Member, XX-XX JV and/or any Seller as a result of the following:
Sellers’ Claims. Buyer shall indemnify and hold harmless Seller and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise, directly or indirectly, out of (i) any inaccuracy in or breach of any representation or warranty of Buyer contained in this Agreement or in any Transaction Agreement or in any certificate, instrument, or document delivered pursuant hereto, (ii) any breach by Buyer of any of its covenants or agreements contained in this Agreement or in any Transaction Agreement or in any certificate, instrument, or document delivered pursuant hereto, and (iii) the ownership, management, operation or use of the Transferred Assets or the Line after the Closing Date.
