Indemnification by Seller and Buyer. (a) Seller will indemnify, hold harmless, defend and bear all costs of defending Buyer, together with Buyer's subsidiaries, affiliates, its successors and assigns, and its officers, and managers, from, against and with respect to any and all damage, loss, deficiency, expense (including any reasonable attorney and accountant fees, legal costs or expenses), action, suit, proceedings, demand, assessment or judgment to or against Buyer (collectively, "Buyer's Aggregate Net Loss") arising out of or in connection with:
Indemnification by Seller and Buyer. (i) Subject to the terms, conditions and limitations of this Article X, from and after the Closing Date Seller shall indemnify and hold harmless each Buyer Indemnified Person from and against any Loss which such Buyer Indemnified Person may suffer, sustain or become subject to, as a result of or based upon or arising out of (and whether or not involving a Third Party Claim):
Indemnification by Seller and Buyer. Each Party, severally and not jointly, shall defend, indemnify and hold harmless the other Party and its affiliates, and their respective stockholders, members, directors, officers, managers, and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys' fees and disbursements, arising from or relating to:
Indemnification by Seller and Buyer. Seller shall indemnify and hold harmless Buyer, and shall reimburse Buyer for, any loss, liability, claim, damage, expense (including, but not limited to, reasonable cost of investigation and defense and reasonable attorneys' fees) or diminution of value (collectively, "Damages") arising from or in connection with (a) any inaccuracy in any of the representations and warranties of Seller pursuant to this Agreement or in any certificate delivered by the Seller pursuant to this Agreement, or any actions, omissions or states of facts inconsistent with any such representation or warranty, or (b) any failure by the Seller to perform or comply with any provision of this Agreement. Buyer shall indemnify and hold harmless Seller, and shall reimburse Seller for any Damages arising from (a) any inaccuracy in any of the representations and warranties of Buyer in this Agreement or in any certificate delivered by the Buyers pursuant to this Agreement, or any actions, omissions or states of facts inconsistent with any such representation or warranty, or (b) any failure by the Buyer to perform or comply with any provision of this Agreement. In no event shall the indemnity exceed the purchase price or apply to any claims made by Buyer more than five years after the Closing Date.
Indemnification by Seller and Buyer. (a) Except as provided in Section 8.06(g) hereof, Seller hereby indemnifies Buyer against and agrees to hold it harmless from any (i) Tax of any Company or any Subsidiary related to a Pre-Closing Tax Period and (ii) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), arising out of or incident to the imposition, assessment or assertion of any Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, any Company or any Subsidiary (the sum of 8.06(a)(i) and 8.06(a)(ii) being referred to as a "Loss"); provided, however, that Seller shall have no liability for the payment of any Loss attributable to or resulting from any action described in Section 8.03(a) hereof.
Indemnification by Seller and Buyer. (a) Seller, subject to the limitations set forth in Sections 7.2(d) and 7.2(e) hereof, agrees to defend and indemnify Buyer, and its affiliates, directors, officers, stockholders, employees, agents, successors and assigns (collectively, "Buyer's Indemnified Persons"), against and hold each of them harmless on an after-Tax basis from:
Indemnification by Seller and Buyer. (a) Subject to the other provisions of this Article VIII, Seller shall, without any right of contribution from the Company or Global Services, indemnify, defend and hold harmless the Buyer Indemnified Parties, the Company and Global Services from and against any and all costs, expenses, losses, damages and liabilities (including attorneys’ fees and expenses) actually incurred or paid by any of Buyer Indemnified Parties, the Company or Global Services (“Buyer Damages”), to the extent resulting from, arising out of, or incurred with respect to, (i) any breach of or inaccuracy in any representation or warranty as of the date made or as of the Closing Date of Seller contained in this Agreement, (ii) any breach of any covenant or agreement of Seller contained in this Agreement, (iii) all Debt of the Company or Global Services that is to be paid off at or prior to Closing, and (iv) Liabilities of the Company or Global Services related to the matters listed, and in the manner provided, in Section 8.2(a) of the Disclosure Schedule.
Indemnification by Seller and Buyer. Subject to the limitations in Section 10.02, SELLER will indemnify, hold harmless, defend, and bear all costs of defending BUYER, together with BUYER’s successors and permitted assigns, from, against, and with respect to all damage, loss, deficiency, and related expense (including any reasonable attorney and accountant fees, and related expenses), action, suit, proceedings, demand, assessment, or judgment to or against BUYER (collectively, BUYER’s Aggregate Net Loss) arising prior to Closing out of or in connection with: any breach or violation of, or nonperformance by SELLER of any of its representations, warranties, covenants, or agreements in this Agreement or in any agreement, document, certificate, or schedule required to be furnished under this Agreement; any obligation, debt, or liability of SELLER that is not one of the Assumed Liabilities; or all taxes arising out of the purchase and sale of the Acquired Assets. Subject to the limitations in Section 10.02, BUYER will indemnify, hold harmless, defend, and bear all costs of defending SELLER, together with its heirs, successors and permitted assigns, from, against, and with respect to all damage, loss, deficiency, expense (including any reasonable attorney and accountant fees and related expenses, but any indemnification with respect to attorney and accountant fees and related expenses is limited to one legal counsel and one accountant who represent all of SELLER, action, suit, proceedings, demand, assessment, or judgment to or against SELLER (collectively, SELLER’s Aggregate Net Loss) arising out of or in connection with: BUYER’s breach, violation, or nonperformance of any of its representations, warranties, covenants, or agreements in this Agreement or in any agreement, document, certificate, or schedule required to be furnished under this Agreement; and any of the Assumed Liabilities. The rights of BUYER, SELLER to assert indemnification claims survive for a period of five years. Seller shall have no liability with respect to any particular loss or series of related losses indemnifiable hereunder until the total amount of such losses exceeds $250,000 at which point the full amount thereof will be considered an indemnifiable loss.
Indemnification by Seller and Buyer. (a) From and after the Closing, Buyer and its Affiliates and their respective officers, managers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”) shall be held harmless and indemnified by Seller to the extent of any loss, liability, obligation, damage or expense ((x) including reasonable legal fees, costs and expenses, but (y) excluding any unforeseeable, speculative, special, indirect, consequential, exemplary and punitive damages except in respect of a Third Party Claim) (collectively, “Losses”) arising from, in connection with or otherwise with respect to:
Indemnification by Seller and Buyer. Subject to the limitations contained in this Article, Seller and Buyer will indemnify and hold each other harmless from any damage, loss, liability or expense (including, without limitation, reasonable expenses of investigation and litigation and reasonable attorneys', accountants' and other professional fees) arising out of:
