Indemnification by Seller and Shareholders. To the extent that such Claim, as defined below, is not covered by an Owner’s Title Insurance Policy issued to Purchaser in connection with this transaction, State Insurance, or a Third Party Insurance Policy that Seller has maintained pursuant to this Agreement (collectively the “Insured Claims”), Seller and Shareholders shall jointly and severally indemnify and hold harmless Purchaser and its successors and their respective shareholders, employees, officers, directors, representatives and agents from and against any and all damages, losses, obligations, liabilities, claims, encumbrances, penalties, costs and expenses, including without limitation, reasonable attorneys’ fees (and costs and reasonable attorneys’ fees as is provided by Law in respect of any suit to enforce this provision) (each a “Claim”) arising from or relating to (a) any misrepresentation, breach of warranty or nonfulfillment of any of the covenants or agreements of Seller in this Agreement; (b) any liability, obligation or commitment of any nature (absolute, accrued, contingent or other) of Seller or relating to the Acquired Assets or the operation of the Business arising out of transactions entered into or events occurring prior to the Transfer Date, including without limitation, any successor liability or responsible officer liability asserted against Purchaser for Taxes or otherwise relating to events occurring prior to the Transfer Date; (c) any investigation, civil, criminal or administrative action, notice or demand letter, notice of violation, or other proceeding by any Governmental Entity with respect to ground or surface water, soil or air contamination, the storage, treatment, release, transportation or disposal of Hazardous Materials, or the use of underground storage tanks by Seller to the extent such contamination, storage, treatment, release, transportation, disposal or use occurred relating to any time on or before the Transfer Date; (d) any investigation, civil, criminal or administrative action with respect to the Seller’s Benefit Obligations or Seller’s Plans; (e) any COBRA obligation of Seller arising from any qualifying event as defined under Code Section 4980B(f)(3) and ERISA Section 603 occurring on or before the Transfer Date; and (f) any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of the foregoing. In addition, Seller shall indemnify and hold Purchaser harmless from and against any loss, claim...
Indemnification by Seller and Shareholders. (a) Seller and Shareholders (for purposes of this Section 8.3(a) and, to the extent applicable, Section 8.3(b) and Section 8.4, "Indemnitor"), shall jointly and severally indemnify and hold PSC and Parent and their respective officers, directors, shareholders, affiliates, agents, employees, legal representatives, successors and assigns (each of the foregoing, including PSC and Parent, for purposes of this Section 8.3(a) and, to the extent applicable, Sections 8.3(b) and Section 8.4, an "Indemnified Person") harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal), in an aggregate amount not to exceed the Acquisition Price arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation or warranty contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, and with respect to all times prior to the Closing Date, arising from or by reason of or resulting from the Indemnitor's management and conduct of the ownership or operation of the Business or the Assets and from any alleged act of negligence or malpractice of Indemnitor or its employees, agents and independent contractors in or about the Business or the Assets.
Indemnification by Seller and Shareholders. From and after the date hereof, Seller and Shareholders agree, jointly and severally, to indemnify fully, hold harmless, protect and defend Buyer and its Affiliates, and their respective directors, officers, agents and employees, successors and assigns from and against:
Indemnification by Seller and Shareholders. Provided Purchaser makes a written claim for indemnification against Seller and/or Shareholders within any applicable survival period specified in Section 12.1, Seller and Shareholders (jointly and severally, shall indemnify Purchaser against and hold it harmless from:
Indemnification by Seller and Shareholders. Seller and Shareholders hereby, jointly and severally agree to indemnify and hold each of Nautilus and Buyer harmless at all times as set forth below from and after the Closing Date against and in respect of all matters in connection with the following:
Indemnification by Seller and Shareholders. Subject to the limitations set forth in Section 7.4, Seller and the Shareholders, jointly and severally, hereby covenant and agree to indemnify and hold Buyer harmless from, against and in respect of:
Indemnification by Seller and Shareholders. 33 12.03 SURVIVAL OF BUYER'S AND PARENT'S REPRESENTATIONS...........33 12.04
Indemnification by Seller and Shareholders. Except as otherwise limited in Section 12.7, from and after the Closing, each of Seller and the Shareholders agrees to jointly and severally indemnify, defend and save NovaMed and its respective Affiliates (including, without limitation, the New LLC) and each of its respective officers, directors, employees, agents and fiduciaries (each, a “NovaMed Indemnified Party”), forever harmless from and against, and to pay to a NovaMed Indemnified Party or reimburse a NovaMed Indemnified Party for (in either case within ten business days of its receipt of notice in accordance with the terms of this Article XII from any NovaMed Indemnified Party), any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the “Losses”) actually sustained or incurred by any NovaMed Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of any of the following:
Indemnification by Seller and Shareholders. In addition to and in no way limiting any other provisions of this Agreement:
Indemnification by Seller and Shareholders. Notwithstanding any investigation at any time made by or on behalf of Buyer or MegaMedia, Seller and each Shareholder agrees to defend, indemnify and hold harmless, MegaMedia, Buyer, their respective officers, shareholders, directors, divisions, subdivisions, affiliates, parent, employees, agents, successors and assigns from and against all losses, claims, actions, causes of action, damages, liabilities, expenses and other costs of any kind or amount whatsoever (including, without limitation, reasonable attorneys' fees), whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, which result, either before or after the date of this Agreement (any and all of the foregoing collectively referred to herein as "Losses"), from or in connection with any:
