Indemnification by Acquirer. Subject to the terms of this Article VIII, from and after the Contribution Closing (other than with respect to clause (c) below, which shall apply at all times), Acquirer shall indemnify and hold harmless the Contributor Parties and their Affiliates and their respective partners, members, managers, directors, officers, employees, consultants and permitted assigns (each, a “Contributor Indemnitee”) from and against any Losses, whether or not involving a Third Party Claim, suffered by any such Contributor Indemnitee and relating to:
Indemnification by Acquirer. Subject to the limitations set forth in this Article VII, from and after the Closing, Acquirer shall indemnify, defend and hold harmless Contributor, its Affiliates and each of their respective stockholders, members, partners, managers, officers, directors, employees, consultants, agents and representatives (the “Contributor Indemnified Parties”), from any and all Adverse Consequences actually incurred or paid by a Contributor Indemnified Party as a result of (i) any breach of the representations and warranties of Acquirer or (ii) any Taxes for which Acquirer is responsible hereunder.
Indemnification by Acquirer. Subject to the terms and conditions of this Article X, Acquirer hereby agrees to indemnify, defend and hold harmless each MCE Party and his or its, as applicable, agents, consultants, attorneys, representatives, successors, transferees and assigns (collectively, “MCE Indemnitees”), from and against all Damages and Claims asserted against, imposed upon or incurred by any such Person, directly or indirectly, by reason of, arising out of or resulting from (a) any breach of any representation or warranty of Acquirer contained in this Agreement or (b) the breach of any covenant or agreement of Acquirer contained in or made pursuant to this Agreement.
Indemnification by Acquirer. Acquirer agrees to defend, indemnify and hold harmless CIG and the Fund (and each of their officers, directors, and employees) (each an “CIG Indemnified Party”), from and against any Damages arising out of, resulting from, or in connection with:
Indemnification by Acquirer. From and after the Effective Time, Acquirer agrees to indemnify and hold harmless each present and former director and officer of Seller and its Subsidiaries determined as of the Effective Time (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including with respect to this Agreement or any of the transactions contemplated hereby) to the fullest extent permitted by law. Acquirer shall also advance expenses as incurred to the fullest extent permitted under Delaware law, upon receipt of any undertaking required by applicable law.
Indemnification by Acquirer. Subject to the provisions of Section 11.03 hereof, Acquirer shall indemnify, defend and hold harmless Target, its officers, directors, employees, agents and representatives and each of the Shareholders (each a "Target Indemnified Party") from and against and in respect of any and all losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including the reasonable costs and attorney's fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing) incurred or suffered by any Target Indemnified Party, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach by Acquirer or Acquirer Sub of the representations or warranties contained in Article V of this Agreement, or any non-fulfillment of any of their respective covenants or agreements contained in this Agreement or any certificate or instrument furnished pursuant hereto.
Indemnification by Acquirer. Subject to the limitations set forth in Sections 7.01 and 7.04, Acquirer shall indemnify and hold the Company and Transferor and the officers, directors, employees, trustees, agents, permitted assigns, Affiliates and successors thereof harmless from, against, for and in respect of:
Indemnification by Acquirer. From and after the Closing, and to the fullest extent permitted by Law, Acquirer shall indemnify, defend, and hold harmless the Contributors, their successors and assigns, their parents, affiliates and subsidiaries, and its partners, managers, members, directors, shareholders, officers, employees, agents, representatives, contractors, and subcontractors, (in each case specifically excluding Acquirer and the Partnership) (collectively, the “Contributor Indemnified Persons”) from and against any and all Liabilities, Actions, losses, strict liability claims, demands, judgments, orders, fines, penalties, damages, expenses (including reasonable attorneys’ and consultants’ fees), costs, environmental assessment and remediation costs asserted by any person (collectively, the “Losses”), arising from or relating to the following:
Indemnification by Acquirer. Subject to the other provisions of this Article VIII, following the Closing, Acquirer shall indemnify the Company Securityholders, their respective Affiliates, and each of their respective officers, directors, employees, stockholders, members, managers, partners, agents, other representatives, successors and permitted assigns (each, a “Company Securityholder Indemnified Party”) in respect of, and hold them harmless against, any Damages suffered, incurred or sustained by any Acquirer Indemnified Party resulting from or arising out of:
Indemnification by Acquirer. The Company and its officers, directors, employees, agents, Affiliates and Associates (collectively, the "Company Indemnitees") shall be indemnified and held harmless by Acquirer from and against any and all Losses (whether or not involving a Third Party Claim) incurred by the Company directly or indirectly as a result of any Liability of which is an Assumed Liability hereunder.
