General Agreement to Indemnify a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.
General Agreement to Indemnify. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, to the fullest extent permitted by applicable law.
General Agreement to Indemnify. (a) Each party shall indemnify, defend and hold harmless the other party to this Agreement and each other Indemnified Party from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including, without limitation, reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from, in whole or in part, (i) the failure of any representation or warranty of such party contained in this Agreement to have been true in all material respects when made and as of the date of this Agreement and as of the Closing Date except as expressly provided otherwise in this Agreement or (ii) the material breach by such party of any covenant of such party contained in this Agreement to the extent not waived by the other party.
General Agreement to Indemnify. (a) Subject to Section 5.7(c), Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates and any employee, representative, agent, director, officer, partner or principal, as applicable, or assign of Buyer and its Affiliates (each, a "Buyer Indemnified Party"), and Buyer shall indemnify, defend and hold harmless the Seller and its Affiliates and any employee, representative, agent, director, officer, partner or principal, as applicable, or assign of Seller and its Affiliates (each a "Seller Indemnified Party"), from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by any Buyer Indemnified Party or Seller Indemnified Party, as applicable, as a result of, arising out of or relating to (i) the failure of any representation or warranty of the Indemnifying Party (as defined in Section 8.3(a)) contained in this Agreement or any Collateral Agreement to have been true and correct when made or as of the Closing Date (or as of such different date or period specified for such representation or warranty) as though such representation or warranty were made at the Closing Date (or at such different date or period specified for such representation or warranty) or (ii) the breach by the Indemnifying Party of any covenant or agreement of such party contained in this Agreement or any Collateral Agreement.
General Agreement to Indemnify. (a) Transferor and Transferee shall indemnify, defend and hold harmless the other party hereto, any Affiliate thereof, and any director, officer or employee of such other party or Affiliate thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorneys’ fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 8.1, any breach of any representation or warranty of such party contained in this Agreement (it being agreed that solely for the purposes of establishing whether any matter is indemnifiable pursuant to this sub-paragraph (a)(i), the accuracy of the representations and warranties made by each of Transferor and Transferee shall be determined without giving effect to the qualifications to such representations and warranties concerning materiality, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.
General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, investigations of Governmental Bodies, actions, suits, proceedings, liabilities, obligations, Taxes, assessments, losses, and damages (including special and consequential damages), amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party that arise by reason of, or result from (i) subject to Section 9.1, any breach or any failure of any representation or warranty of such party contained in this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.
General Agreement to Indemnify. (a) Sellers, jointly and severally, on the one side, and Buyers, on the other side (Sellers or Buyers, whichever has the obligation to indemnify, defend and hold harmless, the "Indemnifying Party") shall indemnify, defend and hold harmless the other party hereto and their Affiliates and any employee, representative, agent, director, officer, partner, member or principal, as applicable, or assign of such party and their Affiliates (each, an "Indemnified Party") from and against any and all Actions, whether by a third party against an Indemnified Party or by one party against another party (collectively, "Claims") related to or arising out of or resulting from, liabilities, losses, damages, costs and expenses (including reasonable attorneys', accountants' and experts' fees and costs, and costs and expenses of establishing entitlement to indemnification) (collectively, "Losses") incurred by any Indemnified Party related to, or arising out of or resulting from (i) any breach of or any inaccuracy in any representation or warranty of the Indemnifying Party contained in this Agreement or any Collateral Agreement when made or as of the applicable Staged Closing Date (or as of such different date or period specified for such representation or warranty) as though such representation or warranty were made at the applicable Staged Closing Date (or at such different date or period specified for such representation or warranty) (and for purposes of determining liability under this Section 8.2, after removing any reference to materiality or Material Adverse Effect or any other materiality qualifiers contained in such representations and warranties other than such of the foregoing that are underlined, provided that when an underlined reference to the word "material" or "materiality" also appears in brackets, the applicable representations and warranties should not be read for purposes of this Agreement (other than the proceeding portion of this sentence) as though such terms were therein) or (ii) the breach by the Indemnifying Party of any covenant or agreement of such party contained in this Agreement or any Collateral Agreement.
General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto and any director, officer or Affiliate of the other party (each an "INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, "LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) the failure of any representation or warranty of such party contained in this Agreement to have been true when made and as of the Initial Closing Date or a Delayed Closing Date, as the case may be, except as expressly provided otherwise in Section 8.1(b)(i), 8.1(c)(i), 8.2(b)(i) and 8.2(c)(i), or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party.
General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, any Affiliate thereof, and any director, officer, stockholder, employee, agent, representative, advisor, successor or assign of such party or Affiliate thereof (each an "Indemnified Party") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, "Losses") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (1) the failure of any representation or warranty of such party contained in this Agreement or the Collateral Agreements to have been true in all material respects when made and as of the Closing Date, except as expressly provided otherwise in Sections 8.2(a) or 8.3(a), or (2) the breach by such party of any covenant or agreement of such party contained in this Agreement or the Collateral Agreements to the extent not waived by the other party.
General Agreement to Indemnify. (a) Subject to the limitations and procedures set forth in this Article VIII, from and after the Closing Date, Seller shall indemnify and hold harmless Purchaser and its Affiliates, and any director, officer or employee of Purchaser or its Affiliates (each, a “Purchaser Indemnified Party”) from and against any and all Actions, suits, proceedings, liabilities, obligations, losses, damages, disbursements, amounts paid in settlement, penalties, fines, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing, settling or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Purchaser Indemnified Party to the extent arising out of or resulting from: (i) any breach by Seller of any representation or warranty of Seller set forth in this Agreement; (ii) any breach by Seller of any covenant or agreement of Seller set forth in this Agreement; or (iii) any of the matters set forth in Section 3.8(b) of the Disclosure Schedule to the extent that any Action is brought against Purchaser or the Company with respect to such Specified Litigation Matter and such Losses are actually incurred and payable by such Purchaser Indemnified Party pursuant to a final and non-appealable judgment or court order, or binding written settlement agreement (“Specified Litigation Matters”).
