Post Closing Indemnification Sample Clauses

Post Closing Indemnification. (a) From and after the Closing Date, Sellers shall defend, indemnify and hold harmless Buyer and its affiliates (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) any inaccuracy in or breach of or omission from any of the representations or warranties made by Sellers in Article II of this Agreement or pursuant hereto, or any nonfulfillment, partial or total, of any of the covenants or agreements made by Sellers in this Agreement to the extent not waived by Buyer in writing; or (ii) any claim, action, suit, proceeding or investigation of any kind relating to or arising from events occurring prior to the Closing Date, instituted by or against or involving the Company or any of its business or assets (other than those claims, actions, suits, proceedings and investigations set forth in Schedule 2.13 of the Disclosure Schedule) regardless of whether such claims, actions, suits, proceedings or investigations are made or commenced before or after the Closing Date, provided that Damages relating to claims, actions, suits, proceedings and investigations that relate to events occurring both before and after the Closing Date shall be equitably allocated between Buyer and Sellers. (b) From and after the Closing Date, Buyer shall defend, indemnify and hold harmless Sellers and their heirs, trustees, successors and assigns against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses, suffered by any of them as a result of, or arising from, any inaccuracy in or breach of or omission from any of the representations or warranties made by Buyer in Article III of this Agreement or pursuant hereto, or any non-fulfillment, partial or total, of any of the covenants or agreements made by Buyer in this Agreement to the extent not waived by Sellers in writing. (c) If a claim by a thir...

Post Closing Indemnification. The buyer typically will require the seller to represent and warrant to the buyer certain facts about the business being sold. This is usually coupled with an obligation on the seller to indemnify the buyer if these representations are not true, and to indemnify the buyer if a party with a claim against the seller asserts this claim against the buyer except for a liability that the seller agrees to assume.

Post Closing Indemnification. Purchaser shall indemnify and hold Seller harmless for, from and against any and all Claims incurred by Seller by reason of or arising out of or related to liabilities for damages to third parties that are based upon matters relating to the use, operation, ownership, maintenance or construction of the Property from and after the Closing Date (excluding (A) matters which Purchaser is expressly not required to indemnify Seller under this Agreement or under the Management Agreement, (B) matters arising due to a breach or default by Manager under the Management Agreement and (C) the Existing Litigation).

Post Closing Indemnification. NPC will indemnify PH, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any loss, cost, damage, or other expense (including attorney's fees) (collectively, "Losses") that arise from operation of the PH Restaurants or related properties after Closing. Similarly, PH will indemnify NPC, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the NPC Restaurants or related properties after closing. PHI and PH (jointly and severally) will indemnify NPC, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the PH Restaurants or related properties on or before the Closing. Similarly, NPC will indemnify PH, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the NPC Restaurants or related properties on or before the Closing.

Post Closing Indemnification. (a) From and after the Closing Date, Sellers jointly and severally shall defend, indemnify and hold harmless Buyer and its affiliates (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) any inaccuracy in or breach of or omission from any of the representations or warranties made by Sellers in Article II of this Agreement or pursuant hereto, or any nonfulfillment, partial or total, of any of the covenants or agreements made by Sellers in this Agreement to the extent not waived by Buyer in writing; or (ii) any claim, action, suit, proceeding or investigation of any kind relating to or arising from events occurring prior to the Closing Date, instituted by or against or involving the Company or any of its business or assets (other than those claims, actions, suits, proceedings and investigations set forth in Schedule 2.13 of the Disclosure Schedule) regardless of whether such claims, actions, suits, proceedings or investigations are made or commenced before or after the Closing Date, provided that Damages relating to claims, actions, suits, proceedings and investigations that relate to events occurring both before and after the Closing Date shall be equitably allocated between Buyer and Sellers. (b) From and after the Closing Date, Buyer shall defend, indemnify and hold harmless Sellers and their heirs, trustees, successors and assigns against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses, suffered 10 -61- by any of them as a result of, or arising from, any inaccuracy in or breach of or omission from any of the representations or warranties made by Buyer in Article III of this Agreement or pursuant hereto, or any non-fulfillment, partial or total, of any of the covenants or agreements made by Buyer in this Agreement to the extent not waived by Sellers in wri...

Post Closing Indemnification. 9.4.1 Subject to the limitations and procedures set forth in this Article IX, from and after the Closing, the Sellers hereby agree, jointly and severally, to indemnify and hold the Purchaser, the Company, and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against: 9.4.1.1 any and all losses, liabilities, obligations, damages, claims of any kind, costs, interest, Taxes, fees and Expenses (collectively, “Losses”) arising out of, based upon, attributable to or resulting from a breach or inaccuracy of any representation or warranty of the Company set forth in Article III, or any representation or warranty contained in any certificate delivered by or on behalf of the Company pursuant to this Agreement; 9.4.1.2 any and all Losses arising out of, based upon, attributable to or resulting from the breach of any covenant by, or on the behalf of, the Company under this Agreement; 9.4.1.3 the Debt Amount and any Transaction Expenses, in each case to the extent not paid in full at Closing; 9.4.1.4 any and all Taxes arising out of, based upon, attributable to or resulting from Pre-Closing Tax Periods; and 9.4.1.5 any and all Losses arising out of, based upon, attributable to or resulting from the ▇▇▇▇▇▇▇▇▇ Litigation to the extent that such Losses are not recovered pursuant to an applicable Company insurance policy. 9.4.2 Subject to the limitations set forth in this Article IX, from and after the Closing, each Seller hereby agrees, severally and not jointly, to indemnify and hold the Purchaser Indemnified Parties harmless from and against: 9.4.2.1 any and all Losses arising out of, based upon, attributable to or resulting from a breach or inaccuracy of any representation or warranty of such Seller set forth in Article IV, or any representation or warranty contained in any certificate delivered by or on behalf of such Seller pursuant to this Agreement; and 9.4.2.2 any and all Losses arising out of, based upon, attributable to or resulting from the breach of any covenant by, or on the behalf of, the Sellers under this Agreement required to be performed on or prior to the Closing. 9.4.3 Subject to the limitations and procedures set forth in this Article IX, from and after the Closing, the Purchaser hereby agrees to indemnify and hold the Sellers and their respective Affiliates, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) har...

Post Closing Indemnification. Each of Seller and Purchaser hereby agrees to indemnify, defend and hold harmless the other from and against any and all claims by, and liabilities to, third parties on account of personal injury or property damage, affecting or related to the Property or the ownership or operation thereof, including, without being limited to, reasonable attorneys' fees and disbursements, arising out of (i) in the case of the indemnification hereunder by Seller, events or circumstances occurring at the Property on or after Seller's acquisition of the Property and on or before the Closing which are or would be covered by a standard commercial general liability policy of insurance and (ii) in the case of indemnification hereunder by Purchaser, events or circumstances occurring at the Property after the Closing during Purchaser's ownership of the Property which are or would be covered by a standard commercial general liability policy of insurance.

Post Closing Indemnification. The Buyer will indemnify the Seller, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any loss, cost, damage, or other expense (including attorney’s fees) (collectively, “Losses”) that arise from operation of the Restaurants or related properties after Closing. The Seller will indemnify the Buyer, its affiliates, subsidiaries, employees, officers, directors, and agents, on an after-tax basis, against any Losses that arise from operation of the Restaurants or related properties on or before the Closing.

Post Closing Indemnification. (a) Subject to the provisions of Section 8.1, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its Affiliates, directors, officers and employees for, from and against any and all Damages arising out of, resulting from or in any way related to (i) a breach of, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements made by Seller and/or the Company in this Agreement or in any document or certificate delivered by Seller and/or the Company at the Closing pursuant hereto, (ii) the occurrence of any event on or prior to the date of Closing that is (or would be, but for any deductible thereunder) covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company, and/or (iii) the existence of any liabilities or obligations of the Company (whether accrued, absolute, contingent, known or unknown, or otherwise) arising prior to the Closing Date other than those contemplated by Section 3.8(b) hereof or listed on Schedule 3.8(b). (b) Subject to the provisions of Section 8.1, from and after the Closing, Buyer shall indemnify and hold harmless Seller, the Company and their respective Affiliates, directors, officers and employees for, from and against any and all Damages arising out of, resulting from or in any way related to a breach of, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements and the Obligations made by Buyer in this Agreement or in any document or certificate delivered by Buyer at the Closing pursuant thereto.