Indemnification by Parent and Buyer. Subject to the limitations and other terms and conditions of this Article IX, Parent and Buyer, jointly and severally, shall indemnify Sellers against, and shall hold the Sellers harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Sellers based upon, arising out of, with respect to or by reason of:
Indemnification by Parent and Buyer. Each of the Parent and the Buyer shall indemnify and defend the Seller and its Affiliates, and such respective stockholders, officers, directors, employees, successors and assigns (the “Seller Indemnitees”, and together with the Buyer Indemnitees, the “Indemnitees”) against, and shall hold them harmless from, any and all Losses resulting from, based on, arising out of, or incurred by any Seller Indemnitee in connection with (i) the breach of any representation and warranty of the Parent, the Buyer or its Affiliates contained in this Agreement, and (ii) the breach of any covenant or agreement of the Parent, the Buyer or its Affiliates contained in this Agreement.
Indemnification by Parent and Buyer. (a) Subject to the other terms and conditions of this Agreement, Parent and Buyer shall indemnify, defend and hold harmless, the Sellers and their respective officers, directors and members of their boards or representatives (each a “Seller Indemnified Party”) to the extent of any losses asserted against, imposed upon or incurred or sustained by any of the Seller Indemnified Parties, as the same are incurred, arising out of, relating to, resulting from, or in whole or in part sustained in connection with:
Indemnification by Parent and Buyer. Subject to Section 8.1 and Section 8.6, from and after the Closing, each of Parent and Buyer shall jointly and severally indemnify, defend and hold harmless Seller and its affiliates and their respective stockholders, officers, directors, employees, affiliates, agents and Representatives (collectively, the “Seller Indemnified Parties”), from and against all judgments, settlements, demands, claims, actions or causes of action, deficiencies, assessments, Liabilities, losses, damages (whether direct or indirect, incidental or consequential), interest, fines, penalties, costs and expenses (including reasonable legal, accounting and other costs and expenses incurred in connection with investigating, defending, settling or satisfying any and all such demands, claims, actions or causes of action (collectively, “Losses”) arising out of, resulting from, related to or associated with (i) any and all of the Assumed Liabilities, (ii) the breach of any of the representations and warranties of Parent or Buyer contained in this Agreement and (iii) the breach of any covenant or other agreement on the part of Parent or Buyer under this Agreement.
Indemnification by Parent and Buyer. Parent and Buyer, jointly and severally, agree to defend, indemnify and hold the Shareholders, and their personal representatives and
Indemnification by Parent and Buyer. Parent and Buyer hereby agree, jointly and severally, to indemnify, defend and hold Seller and its directors, officers, employees, representatives, shareholders, managers, agents and advisors harmless from, against and with respect to any and all Losses arising out of, or related to any breach of any representation, warranty, covenant or agreement made by Parent or Buyer in this Agreement, including the Schedules and exhibits hereto or any other document or agreement delivered by or on behalf of Parent or Buyer in connection herewith.
Indemnification by Parent and Buyer. (a) Subject to Sections 10.2(b) and (c), Parent and Buyer shall, jointly and severally, indemnify, defend and hold harmless the Equity Holder and his Representatives (and the respective heirs, successors and assigns of each of the foregoing) (the "Equity Holder Indemnified Persons") from and against and in respect of one hundred percent (100%) of all actual losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a Third Party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the defense of any of the same or in asserting, preserving or enforcing any of the rights of the Equity Holder Indemnified Persons arising under Article XI) incurred by any of the Equity Holder Indemnified Persons, whether or not involving a Third-Party claim, which are caused by, arise from or are related to (i) any breach of any representation or warranty made by Parent or Buyer pursuant to Article V, or (ii) any covenant of Parent or Buyer contained in this Agreement ("Equity Holder Losses").
Indemnification by Parent and Buyer. Parent and Buyer shall indemnify and hold harmless each Seller from any Losses suffered or incurred by any of them for, or arising out of or based upon, or relating to any of the following:
Indemnification by Parent and Buyer. (a) Subject to Sections 11.2(b) and (c), Parent and Buyer shall, jointly and severally, indemnify, defend and hold harmless the Shareholders and each of their respective Representatives (and the respective heirs, successors and assigns of each of the foregoing) (the "Shareholder Indemnified Persons") from and against and in respect of one hundred percent (100%) of all actual losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a Third Party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the defense of any of the same or in asserting, preserving or enforcing any of the rights of the Shareholder Indemnified Persons arising under Article XI) incurred by any of the Shareholder Indemnified Persons, whether or not involving a Third-Party claim, which are caused by, arise from or are related to (i) any breach of any representation or warranty made by Parent or Buyer pursuant to Article VI, (ii) any covenant of Parent or Buyer contained in this Agreement, or (iii) the operation by Buyer of the business of PIC and its Subsidiaries following the Closing (except to the extent any such Shareholder Losses are related to any action or inaction by any Shareholder Indemnified Persons or the operation of the business of PIC and its Subsidiaries prior to the Closing) ("Shareholder Losses").
Indemnification by Parent and Buyer. Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”) shall be indemnified and held harmless jointly and severally, by Parent and Buyer for and against any and all Losses arising out of or resulting from:
