Indemnification by Buyer Parties. Subject to the other terms and conditions of this Article VIII, Buyer Parties shall indemnify and defend each of the Seller and their Affiliates and respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of third party claims resulting from:
Indemnification by Buyer Parties. From and after the Closing, the Buyer Parties will be responsible for, and shall indemnify, defend, and hold harmless Seller and Xxxxxxxx and each of their respective Affiliates, and all of their respective shareholders, partners, officers, directors, employees, agents, and other representatives or consultants (each such person, and its successors and assigns, is referred to herein as a "Seller Indemnified Party"), from and against, any and all liabilities, obligations, claims, losses, causes of action, suits, proceedings, awards, judgments, settlements, demands, damages, costs, expenses, fines, penalties, deficiencies, taxes and fees, (including, without limitation, the reasonable fees, expenses, disbursements and investigation costs of attorneys and consultants) incurred or suffered by any Seller Indemnified Party that result from, relate to, or arise out of:
Indemnification by Buyer Parties. From and after the Closing, Buyer Parties shall, jointly and severally, defend, indemnify and hold harmless Seller and its Affiliates and their respective owners, members, directors, officers, managers, employees, insurers and, in each case, their respective successors and assigns (collectively, the “Seller Indemnitees”) from and against any and all Damages (individually, a “Seller’s Indemnified Claim” and collectively, “Seller’s Indemnified Claims”) which are suffered or incurred by any of Seller Indemnitees or to which any of Seller Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with:
Indemnification by Buyer Parties. After the Closing:
Indemnification by Buyer Parties. Subject to the other provisions of this Article X and to Article IX which shall be controlling with respect to indemnities for Taxes, Buyer Parties shall, jointly and severally, indemnify and hold harmless Seller and each of its stockholders, directors, officers, employees, representatives, agents, successors and assigns (collectively referred to herein as the “Seller Indemnified Parties” and individually as a “Seller Indemnified Party”) from and against any and all Losses suffered or incurred by such Indemnified Party after the Closing as a result of, or arising out of or in connection with:
Indemnification by Buyer Parties. Except as otherwise limited by this ARTICLE VIII, Buyer Parties shall indemnify, defend and hold harmless each Seller and its Representatives and any assignee or successor thereof (collectively, the “Seller Indemnified Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) any inaccuracy in or breach of any representation or warranty made by Buyer or Parent in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement; or (b) any non-fulfillment or breach of any unwaived covenant, obligation or agreement made by or on behalf of Buyer or Parent, contained in this Agreement (including all schedules and exhibits hereto) or any of the certificates and instruments to be executed or delivered by Buyer or Parent hereto in connection with or pursuant to this Agreement.
Indemnification by Buyer Parties. Buyer Parties shall, jointly and severally, indemnify, defend and hold harmless Seller and its Affiliates and each of their respective owners, officers, directors, managers, employees, agents, representatives, successors and assigns, from and against, any and all and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of or with respect to:
Indemnification by Buyer Parties. (a) The Buyer Parties hereby agree that from and after Closing they shall, jointly and severally, indemnify, defend and hold harmless the Seller Parties and their Representatives and their respective heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, in respect of third party claims or otherwise, directly or indirectly relating to, arising out of or resulting from, (i) any breach of any representation or warranty made by the Buyer Parties contained in this SPA for the period such representation or warranty survives, (ii) any breach of a covenant of the Buyer Parties contained in this SPA, and (iii) any Taxes and Transfer Taxes for which the Buyer Parties is responsible in accordance with Section 5.5.
Indemnification by Buyer Parties. Subject to the terms and conditions of Section 11.4 and Section 11.5, the Buyer Parties, jointly and severally hereby agree to indemnify, defend and hold harmless Seller and their respective successors and assigns (each a “Seller Indemnitee”) from or against, for and in respect of, any and all Losses suffered, sustained, incurred or required to by paid by any Seller Indemnitee arising out of, based upon, in connection with or as a result of:
Indemnification by Buyer Parties. Buyer Parties shall, jointly and severally, indemnify, defend and hold harmless the Sellers (collectively, the "Seller Indemnified Parties") from and against, and pay on behalf of or reimburse each of them for, any and all Losses that any such Seller Indemnified Party incurs or becomes subject to as a result of, arising out of, relating to or in connection with any: (i) breach of, or inaccuracy in, any of the representations or warranties made by Buyer in this Agreement or in any other Transaction Document; and (ii) breach, noncompliance, or non-fulfillment of any covenants or other agreements made by Buyer in this Agreement or in any other Transaction Document.
