General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller and its Affiliates and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from any liability arising out of or relating to (i) the Business (including the ownership or operation thereof and, subject to the terms of Section 1.07, including, for the avoidance of doubt, the Dubai Business during the Deferred Period), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, other than any Loss for which the Purchaser Indemnitees are entitled to indemnification under Section 8.01(a), (ii) any Transferred Assets, (iii) any Assumed Liabilities and (iv) any Transferred HR Liabilities.
General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VI, from and after the Closing, Purchaser shall indemnify Seller against, and hold it harmless from, any Loss suffered or incurred by Seller, its Affiliates and each of their respective officers, directors, employees, agents and representatives and their respective successors and assigns (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 6.03) to the extent arising, resulting from or relating to:
General Indemnification by Purchaser. The Purchaser agrees to indemnify and hold the Sellers harmless against and in respect of (i) any damage, claim, liability, deficiency, loss, cost or expense (including reasonable attorney's fees) sustained by the Sellers arising out of or resulting from (a) any misrepresentation by the Purchaser contained in this Agreement (or any collateral documents), in any schedules attached hereto or thereto or in a certificate to be delivered at the Closing, or (b) the breach of or default under any warranty or representation, or the nonfulfillment of or default under any agreement or covenant, of the Purchaser contained in this Agreement (or collateral documents), schedules or certificates hereto, (c) the failure, after the Closing Date, of Purchaser to pay or otherwise discharge when due any contractual or other obligation relating to the Company, (d) Taxes for which Purchaser is responsible. The procedures set forth at Section 10(c) shall apply to claims for indemnification made by Sellers.
General Indemnification by Purchaser. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Purchaser shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Seller and Intermediate Holdco against, and hold them harmless from, any Loss suffered or incurred by Seller, Intermediate Holdco and their respective Affiliates and each of their respective officers, directors, employees, stockholders, partners, members, agents and representatives (collectively, the “Seller Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03 (Tax Indemnification)) to the extent arising out of, relating to or resulting from:
General Indemnification by Purchaser. Purchaser covenants and agrees to indemnify, defend, protect and hold harmless the Stockholders, Seller and its officers, directors, employees, assigns, successors and Affiliates (individually, a "Seller Indemnified Party" and collectively, "Seller Indemnified Parties") from, against and in respect of:
General Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify Seller and its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Seller Indemnitees") and hold them harmless from, and will pay to Seller Indemnitee the monetary value of, any and all Loss suffered or incurred by such Seller Indemnitee (other than any Loss relating to Taxes, for which indemnification shall solely be governed by Section 6.03) to the extent arising or resulting from:
General Indemnification by Purchaser. (a) Subject to the terms, conditions and limitations set forth in this Article XI, from and after the Closing, Purchaser shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Seller against, and hold it harmless from any Losses suffered or incurred by Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives (collectively, the “Seller Indemnitees”) to the extent arising resulting from any breach of (i) any Purchaser Fundamental Representation in this Agreement or (ii) any Purchaser General Representation in this Agreement, but if and only to the extent that a Seller Indemnitee provides written notice of such breach (which notice shall describe the applicable breach in reasonable detail, include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of Losses that have been or may be sustained by the applicable Seller Indemnitee in connection therewith) to Purchaser prior to the Fundamental Representation Survival Date or the General Representation Survival Date, as applicable.
General Indemnification by Purchaser. For a two (2) year period, the Purchaser agrees to indemnify and hold the Seller harmless against and in respect of any damage, claim, liability, deficiency, loss, cost or expense (including reasonable attorney's fees) caused by or arising out of (a) any claims made against Seller by a third party in respect of any liabilities or obligations of Company assumed by Purchaser under the provisions of this Agreement, (b) any misrepresentation or omission by the Purchaser contained in this Agreement (or any collateral documents), in any schedules attached hereto or thereto or in a certificate to be delivered at the Closing, (c) the breach of or default under any warranty or representation, or the nonfulfillment of or default under any agreement or covenant, of the Purchaser contained in this Agreement (or collateral documents), schedules or certificates hereto, (d) the failure, after the Closing Date, of Purchaser or Company to pay or otherwise discharge when due any contractual or other obligation relating to the Company, or (e) Taxes for which Purchaser or Company is responsible.
General Indemnification by Purchaser. From and after the Closing, Purchaser shall indemnify, protect, defend as provided in Section 6.4 and hold harmless Seller and Seller’s Affiliates, directors, officers and shareholders (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against any Damages arising from or in connection with any of the following (collectively referred to as “Seller Claims”):
General Indemnification by Purchaser. The Purchaser hereby indemnifies and saves harmless the Vendors against any and all losses, liabilities, damages, costs, and expenses of any kind whatsoever, including, without limitation, the cost of defending, cross-claiming, or claiming against third parties in respect of any action, claim, or matter, including legal fees, costs, and disbursements at all court and administrative levels, on a solicitor and his own client basis, which at the time or from time to time may be paid, incurred, or asserted against either of the Vendors as a result of any breach of representation, warranty or covenant herein contained or in any document or agreement contemplated hereby. The Vendors will give written notice to the Purchaser stating specifically the basis for the Claim, the amount thereof, and will tender defence thereof to the Purchaser as provided in Section 9.3 below.
