Indemnification by Purchaser and the Company. Effective as of and after the Closing, Purchaser shall, and shall cause the Company to, indemnify and hold harmless Parent, its Affiliates, its and their respective successors and assigns, and its and their respective directors, officers and employees (collectively, the “Parent Indemnified Parties”), from and against any and all Losses actually incurred or suffered by any of the Parent Indemnified Parties, to the extent arising out of or resulting from (i) any breach of any covenant or agreement of Purchaser, the Company or any other Transferred Entity contained in this Agreement that by its terms contemplate performance in whole or in part after the Closing; and (ii) any Chubb Liability, whether any such Liability arises before or after Closing, is known or unknown, or contingent or accrued.
Indemnification by Purchaser and the Company. (a) Subject to Section 9.5 and the other provisions of this Article IX, TOG hereby agrees to reimburse, defend, indemnify and hold the Sellers and their respective affiliates, agents, attorneys, representatives, heirs, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses based upon or resulting from:
Indemnification by Purchaser and the Company. (a) Subject to the limitations set forth in this Article 10, from and after the Closing, the Purchaser and the Company shall indemnify, defend and hold harmless the Sellers, and each of their respective officers, directors, managers and stockholders, and each of the successors and assigns of the foregoing (each, a “Seller Indemnified Person” and collectively, the “Seller Indemnified Persons”), from and against any and all Damages resulting from, arising out of or relating to (i) any breach of any representation or warranty made by the Purchaser in this Agreement (disregarding, for purposes of both (x) determining whether such breach exists and (y) calculating the amount of Damages resulting therefrom, any limitation or qualification as to “materiality,” “material” or similar qualifiers set forth in such representation or warranty) or (ii) any breach of any covenant to be performed by the Purchaser hereunder.
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 8.1, Purchaser and the Company, jointly and severally agree to indemnify, defend and hold Seller, its officers, directors, agents and affiliates, harmless from and in respect of any and all Losses that they may incur (i) arising out of or due to any inaccuracy of any repre- sentation or the breach of any warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement and (ii) arising out of any and all actions, suits, claims and administra- tive or other proceedings of every kind and nature instituted or pending against Seller or any of its affiliates at any time after the Closing Date to the extent that such Losses (x) relate to or arise out of or in connection with the assets, businesses, operations, conduct, products or employees (including former employees) of the Company and the Subsidiary, in connection with occurrences or omissions after the Closing Date and (y) do not arise out of a breach of Seller's representations and warranties in, or a default in the performance of any of Seller's covenants under, this Agreement.
Indemnification by Purchaser and the Company. From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify, defend, save and hold the Equityholders, and their respective Affiliates and Representatives (collectively, the “Equityholder Indemnitees”) harmless from and against any and all Losses incurred or suffered by the Equityholder Indemnitees arising out of, based upon or resulting from any breach of any Purchaser Fundamental Representation. Section 9.4
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 8.1, Purchaser and the Company jointly and severally agree to indemnify, defend and hold Seller, its officers, directors, agents and affiliates,
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 9.1, Purchaser and the Company jointly and severally agree to indemnify, defend and hold the Sellers, and their respective officers, directors, agents and Affiliates, as that case may be, harmless from and in respect of any and all Losses that they may incur arising out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement, or arising out of any and all actions, suits, claims and administrative or other proceedings of every kind and nature instituted or pending against the Sellers or any of their respective officers, directors, agents or Affiliates, as the case may be, at any time after the Closing Date to the extent that such Losses (i) relate to or arise out of or in connection with the operations of the Company subsequent to the Closing Date and (ii) do not constitute a breach of the Sellers' representations or warranties in, or a default in the performance of any of the Sellers' covenants under, this Agreement; PROVIDED, HOWEVER, that neither Purchaser nor the Company shall have any liability to the Sellers as a result of the breach of any representation or warranty to the extent that the Sellers knew that such representation or warranty was untrue or incorrect prior to the Closing Date.
Indemnification by Purchaser and the Company. Except for Taxes, where Article IX shall be the sole provision governing reimbursement and indemnification between the parties, from and after the Closing Date, the Purchaser and the Company shall indemnify, defend and hold harmless the Sellers and their shareholders, subsidiaries, affiliates, officers, directors, successors, successors-in-interest and assigns from and against any and all Liabilities and Expenses arising from, in connection with, or incident to: (i) any breach of the representations or warranties made by Purchaser in this Agreement or any document delivered by Purchaser pursuant to this Agreement, (ii) non-compliance with or breach by Purchaser of any of the covenants or agreements of Purchaser contained in the Agreement or any document delivered by Purchaser pursuant to this Agreement to be performed by Purchaser or the Company (after the Closing Date) and (iii) non-payment on the December Note or the January Note when due or any Expenses, Liabilities or obligations assumed by the Purchaser pursuant to Section 1.03(d) hereof or otherwise assumed explicitly by the Purchaser pursuant to this Agreement.
Indemnification by Purchaser and the Company. Subject to the limits set forth in this Section 5.1, Purchaser agrees to indemnify, defend and hold Sellers, their officers, directors and affiliates, harmless from and in respect of any and all Losses that they may incur arising out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of Purchaser contained in this Agreement; provided, however, that Purchaser shall have no liability to Sellers as a result of the breach of any representation or warranty to the extent that Sellers knew that such representation or warranty was untrue or incorrect prior to the Calculation Date.
Indemnification by Purchaser and the Company. (a) Subject to the provisions of this Article X and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VII), effective as of and after the Closing, Purchaser shall, and shall cause the Company to, indemnify and hold harmless Seller and its Affiliates, and each of their respective directors, officers, employees, agents and Representatives (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties arising out of or related to:
