Indemnification by Purchaser and Parent. Subject to the provisions of this Article X, from and after the Closing, Purchaser and Parent shall jointly and severally indemnify the Sellers and their respective officers, directors, Affiliates, attorneys, accountants, representatives and agents (the “Seller Indemnified Parties”) for all Losses that any Seller Indemnified Party may suffer, sustain or incur and that result from, arise out of, relate to, or are caused by any of the following:
Indemnification by Purchaser and Parent. Purchaser and Parent, jointly and severally, agree to indemnify, defend and hold harmless the Seller Entities, and each of their respective shareholders, officers, directors, employees, agents, affiliates, successors or assigns (each, a “Seller Party”) from any Losses that a Seller Party may incur, suffer or become liable for as a result of or in connection with (a) the breach of any representation or warranty of Purchaser or Parent contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the two (2) year period of survival of such representation or warranty; (b) the breach of any agreement of Purchaser or Parent contained in this Agreement or the other Transaction Documents; or (c) any assertion against a Seller Party of any claim or liability constituting an Assumed Liability or relating to the Purchased Assets or the conduct of the Business by Purchaser or Parent on or after the Closing Date, including, without limitation, Tax claims or liabilities. Notwithstanding the foregoing, other than as set forth in Section 11.3, Purchaser will have no indemnification, defense or hold harmless obligation to any Seller Party with respect to the liability of any Seller Party for Taxes as a result of the transactions contemplated by this Agreement or the Expert Agreements. Seller, on behalf of each Seller Party, will give Purchaser prompt written notice of any claim, suit or demand that it believes will give rise to indemnification by Purchaser under this paragraph stating in reasonable detail the nature and basis of such claim, suit or demand; provided, however, that, the failure to give such notice will not affect the obligations of Purchaser hereunder, except to the extent it is prejudiced by such failure. Except as hereinafter provided and except where a conflict of interest between a Seller Party and Purchaser and Parent suggests separate counsel is appropriate, Purchaser will have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name the Seller Party at Purchaser’s expense and with outside counsel of Purchaser’s own choosing. Each Seller Party will, at Purchaser’s expense, cooperate reasonably in the defense of any such claim, suit or demand. If Purchaser, within reasonable time after notice of a claim, fails to defend a Seller Party, such Seller Party will be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for...
Indemnification by Purchaser and Parent. Purchaser and Parent hereby agree, jointly and severally, to indemnify, defend and hold harmless Seller, Seller's officers, directors, shareholders, employees, independent contractors, agents, successors and assigns and Xxxxxx (collectively, the "Seller Parties") from and against any and all Losses (as hereinafter defined) which any of the Seller Parties actually incur which are based on, the result of, arise out of or are otherwise related to any of the following:
Indemnification by Purchaser and Parent. Except as otherwise limited by this Article VI, Purchaser and Parent, jointly and severally, shall indemnify and hold harmless Seller, CHE and their respective officers, directors, successors and permitted assigns from any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) suffered or incurred by any of them (hereinafter "Seller Losses") arising out of or resulting from:
Indemnification by Purchaser and Parent. (a) Subject to the terms and conditions of this ARTICLE XII, Purchaser and Parent, jointly and severally agree to indemnify, defend and hold harmless Seller, its stockholders, officers, directors, employees and attorneys, all subsidiaries and affiliates of Seller, and the respective officers, directors, employees and attorneys of such entities (all such persons and entities being collectively referred to as the "Seller Group") from, against, for and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by Seller and/or any other member of the Seller Group by reason of, resulting from, based upon or arising out of any of the following (collectively, "Seller Losses"):
Indemnification by Purchaser and Parent. (a) Subject to the limitations set forth in this Article VII, Purchaser and Parent, jointly and severally, shall indemnify, exculpate and hold Sellers, and their respective stockholders, partners, directors, officers, employees and agents (collectively, "SELLER INDEMNIFIED PARTIES") harmless from and against, and agree promptly to defend Seller Indemnified Parties from and reimburse Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, costs of investigation, reasonable attorneys' fees and other reasonable legal costs and expenses actually incurred) ("SELLER INDEMNIFIED LOSSES") which Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
Indemnification by Purchaser and Parent. Subject to the limitations contained in this Article VII, Purchaser and Parent shall, jointly and severally, indemnify and hold Company harmless against all Losses arising out of:
Indemnification by Purchaser and Parent. After the Closing Date, Purchaser and Parent shall indemnify and hold harmless Seller against and in respect of:
Indemnification by Purchaser and Parent. Subject to the terms and conditions of this Article, Purchaser and Parent, jointly and severally, hereby agree to indemnify, defend and hold the Corporation and Shareholder and its or their respective directors, officers, agents, attorneys and affiliates harmless from and against all Damages asserted against or incurred by any of such indemnitees by reason of or resulting from a breach of any representation, warranty or covenant of Purchaser or Parent contained herein or in any exhibit, schedule or certificate delivered hereunder, or in any agreement executed in connection with the transactions contemplated hereby; provided, however, that no indemnification for Damages under this Section 11.2 shall be made until the aggregate amount of such Damages exceeds $70,000.
Indemnification by Purchaser and Parent. Subject to the provisions of Article IX and Sections 10.3 and 10.5, Purchaser and Parent shall, jointly and severally, indemnify and hold harmless each Seller and their respective Affiliates (collectively, the “Seller Indemnitees”) from and against any and all Damages arising or resulting from or in connection with, relating to or suffered or incurred in connection with or as a result of:
