Indemnification by Bxxxx. Subject to the other terms and conditions of this Article VIII, Bxxxx shall indemnify and defend each of Sellers and its Representatives (collectively, the “Sellers 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 Sellers Indemnitees based upon, arising out of, with respect to, or by reason of:
Indemnification by Bxxxx. Each Bank shall severally indemnify Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (ii) any Taxes attributable to such Bank's failure to comply with the provisions of Section 12.05(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by Administrative Agent shall be conclusive absent manifest error. Each Bank hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by Administrative Agent to such Bank from any other source against any amount due to Administrative Agent under this paragraph (e).
Indemnification by Bxxxx. Subject to the other terms and conditions of this Article VIII, Bxxxx shall indemnify and defend the Company, the Secured Noteholders and their respective Affiliates and Representatives (collectively, the “Company 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 Company Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Bxxxx. Subject to the other terms and conditions of this Article VIII, Bxxxx shall indemnify and hold harmless the Company from and against all Losses actually incurred by the Company due to any third-party claim related to or arising under any material breach of representation, warranty, or covenant by Buyer under this Agreement.
Indemnification by Bxxxx. Subject to the terms and conditions of this Agreement, Bxxxx shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Seller Indemnified Party(ies)”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Seller Indemnified Party (collectively, “Seller Losses” and collectively with Buyer Losses, “Losses”), arising out or resulting from (a) a breach or non-fulfillment of this Agreement by Buyer or his Personnel; (b) any negligent or more culpable act or omission of Buyer or his Personnel in connection with the performance of this Agreement; (c) any bodily injury or death of any Person caused by the acts or omissions of Buyer or his Personnel in connection with this Agreement; (d) any failure by Buyer or his Personnel to comply with any applicable Laws in connection with this Agreement; (e) any sale or use of the Products in any manner not otherwise authorized under this Agreement or that does not materially conform with the Product labeling (which is incorporated herein by reference); or (f) any exercise by Bxxxx of his rights under the Non-Exclusive License.
Indemnification by Bxxxx. Buyer agrees to indemnify, defend and hold harmless in the manner and subject to the limitations and qualifications set forth in this Article VII, Company and their respective agents, representatives, affiliates, successors and assigns (collectively, the “Company Indemnitees,” and, together with the Buyer Indemnitees, the “Indemnitees”) against and hold Company Indemnitees harmless from and in respect of any and all Damages based upon, arising out of, or otherwise in respect of or which may be incurred by virtue of or result from the inaccuracy in or breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement (including all schedules and exhibits hereto), any Transaction Document or in any document or instrument executed by or on behalf of Buyer in connection with the Closing or pursuant hereto, other than any agreement relating to a Stockholder’s employment or noncompetition with Company or Buyer following the Closing which indemnification thereunder shall be governed by the terms of any such agreement.
Indemnification by Bxxxx. Buyer shall indemnify Sellers and their respective heirs, administrators, executors, trustees, beneficiaries, agents and representatives (the “Seller Indemnified Parties”) against and agrees to hold each of them harmless from any and all Losses resulting from, arising out of or in connection with and of the following: (a) any breach of any representation or warranty made by Buyer contained in or made pursuant to Article IV of this Agreement, (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer contained in this Agreement or the Transaction Documents, (c) any breach of or failure by Company to perform any covenant or obligation of the Company in this Agreement or the Transaction Documents requiring performance by the Company after the Closing, (d) the PPP Loan and the PPP Repayment Amount (including, but not limited to, any repayment thereof), the failure to obtain, or comply with, the PPP Consents, and Buyer’s non-compliance with the PPP or any related or applicable laws in connection with the PPP Loan, and (e) the enforcement of this indemnification obligation. All payments under this Section 8.2 shall be treated by the Parties as an adjustment to the proceeds received by Sellers pursuant to Article I, to the extent permitted by applicable law.
Indemnification by Bxxxx. Subject to the survival periods set forth in Section 5.4 (Survival), Buyer hereby agrees to defend, indemnify and hold Seller harmless from and against any and all Losses, arising out of or in connection with (a) any breach of a representation or warranty made by Buyer in this Agreement and/or any other Transaction Document; and (b) any breach of a covenant, agreement or undertaking of Buyer in this Agreement and/or any other Transaction Documents or in any other document or instrument attached hereto or delivered by Buyer in connection with this Agreement.
Indemnification by Bxxxx. Buyer shall defend, indemnify and hold harmless each of the Members and Seller and its directors, officers, employees and agents (each a “Buyer Indemnitee”) from and against any and all claims (including without limitation any investigation, action or other proceeding), damages, losses, liabilities, costs and expenses (including without limitation reasonable attorney’s fees and court costs) that constitute, or arise out of or in connection with:
Indemnification by Bxxxx. Buyer shall indemnify and hold each of Seller Parties and their respective affiliates, employees, officers, agents, and representatives (collectively, the “Seller Indemnitees”), harmless from against, and in respect of Losses directly or indirectly relating to, resulting from, arising out of or incidental to:
