Common use of Indemnification by Seller and Parent Clause in Contracts

Indemnification by Seller and Parent. (a) From and after the Closing Date, Seller and Parent, jointly and severally, agrees to indemnify, defend and save Purchaser and its officers, directors, partners, stockholders, employees, agents, advisors, controlling Persons and Affiliates and their respective heirs, successors and assigns (each, a “Purchaser Indemnified Party”), harmless from and against, and will pay to each Purchaser Indemnified Party, the amount of all losses, liabilities, claim, actions, causes of action, awards, judgments, payments, costs, expenses, interest, penalties, fines and other damages (except for consequential, punitive, special and incidental damages and diminution in value), all costs and expenses of investigating and defending any Proceeding and any appeal therefrom (including reasonable attorneys’ fees) and all amounts paid incident to any compromise or settlement of any such Proceeding, in each case, whether or not involving a third-party claim (collectively, “Damages”), arising out of or relating to:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Laidlaw International Inc), Stock Purchase Agreement (Laidlaw International Inc)

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Indemnification by Seller and Parent. (a) From and after the Closing Date, Seller and Parent, jointly and severally, agrees to indemnify, defend and save Purchaser and its officers, directors, partners, stockholders, employees, agents, advisors, controlling Persons and Affiliates and their respective heirs, successors and assigns (each, a "Purchaser Indemnified Party"), harmless from and against, and will pay to each Purchaser Indemnified Party, the amount of all losses, liabilities, claim, actions, causes of action, awards, judgments, payments, costs, expenses, interest, penalties, fines and other damages (except for consequential, punitive, special and incidental damages and diminution in value), all costs and expenses of investigating and defending any Proceeding and any appeal therefrom (including reasonable attorneys' fees) and all amounts paid incident to any compromise or settlement of any such Proceeding, in each case, whether or not involving a third-party claim (collectively, "Damages"), arising out of or relating to:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Emergency Medical Services CORP), Stock Purchase Agreement (Emergency Medical Services CORP)

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