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, defend, and hold harmless Buyer (and its directors, officers, employees, representatives and agents) from and against all Liabilities based upon or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller herein.
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. From and after the Closing, Parent and Sellers shall defend, indemnify and hold the Buyer and its respective officers, directors, employees, Affiliates, and agents (the “Buyer Indemnified Parties”), harmless from and against any and all losses, costs, expenses (including, without limitation, reasonable attorneys’ and independent accountants’ fees and disbursements), liabilities, damages (excluding incidental, special, consequential or punitive damages), fines, penalties, charges, assessments, judgments and settlements (individually, a “Loss” and collectively, “Losses”) that the Buyer Indemnified Parties incur arising out of (i) any inaccuracy of any representation or the breach of any warranty made by the Parent and Sellers in Article II of this Agreement, (it being agreed and acknowledged by the parties that, for purposes of right to indemnification pursuant to this subclause (i), the representations and warranties of Parent and Sellers contained herein shall not be deemed qualified by any references herein to materiality generally or to whether or not any such breach results or may result in a Material Adverse Effect), (ii) any non-fulfillment of any covenant or agreement made by the Parent and Sellers in this Agreement, (iii) any Excluded Assets or Excluded Liabilities, (iv) any and all Losses suffered or incurred by the Buyer Indemnified Parties to the extent arising out of any action, inaction, event, citation, liability or obligation of Parent or any Seller occurring or existing prior to the Closing, (v) any and all Losses suffered or incurred by the Buyer Indemnified Parties with respect to the replacement costs reasonably incurred as a result of any and all Required Non-Customer Consents, (vi) any and all Losses suffered or incurred by the Buyer Indemnified Parties arising out of the Transition Services Agreement, or (vii) any and all Losses suffered or incurred by the Buyer Indemnified Parties arising out of (A) any breach of the representations and/or warranties and any indemnification obligations of the “Tenant” (as such term is defined in the Minnesota Lease) contained in Section 22.u of the Minnesota Lease, but solely with respect to Parent’s and/or one or more Sellers’ use of the Property (as such term is defined in the Minnesota Lease) prior to the Closing Date or a condition of the Property that existed prior to the Closing Date, and (B) any failure by the Parent and/or any Seller to fully and timely perform in conformity with the Minnesota...
Indemnification of Buyer. Stockholder and, in the event the ------------------------ Acquisition is not consummated and only to the extent applicable, the Company, jointly and severally covenant and agree to indemnify and save and hold Buyer, its officers, directors, employees, agents and representatives, each person who controls Buyer within the meaning of the Securities Act, and the Company (in the event the Acquisition is consummated and only to the extent applicable) harmless from and against any loss, expense, liability, claim or legal damages (including, without limitation, reasonable fees and disbursements of counsel and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding) arising out of or resulting from: (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement made by Stockholder or the Company in this Agreement or in any writing delivered pursuant to this Agreement or at the Closing; (ii) the failure of Stockholder or the Company to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement; (iii) any actual or threatened claim, suit, action or proceeding arising out of or resulting from the conduct by the Company of its business or operations on or before the Closing Date, including, but not limited to, those arising out of or relating to (A) the employment relationship existing before Closing between the Company and its affiliates and any and all current or former employees of either, or (B) the compliance with all Agency and other standards and regulations and contractual commitments applicable to mortgage loans originated before Closing by the Company; (iv) any failure to have obtained all Permits, consents, waivers, approvals, licenses and authorizations required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (v) the Company maintaining after the Closing its existing escrow practices through the date it completes its first post-closing annual escrow analysis; (vi) the Company maintaining its existing practices relating to adjusting mortgage interest rates through the anniversary date of the Closing; and (vii) any tax liabilities incurred by the Company and/or Buyer as a result of the divestiture by the Company of the Divested Business provided, -------- however, that Stockholder shall have no obligation to indemnify Buyer ------- pursuant to any of the f...
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 or Parent within the meaning of the Securities Act from and against any and all Damages:
Indemnification of Buyer. Sellers will indemnify, defend and hold Buyer, its Affiliates and their respective directors, managers, officers, employees and agents (collectively, the “Buyer Indemnitees”) harmless from any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all Proceeding costs and expenses and reasonable attorneys’ fees and expenses (collectively, “Losses”) that any Buyer Indemnitee may suffer or incur as a result of or relating to:
