Indemnification by Seller and Stockholders. (a) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its representations, warranties, and covenants contained in the Agreement, and, provided that Purchaser or Parent makes a written claim for indemnification against Seller pursuant to Section 12.03 below, then Seller agrees to indemnify Parent and Purchaser from and against the entirety of any Adverse Consequences Parent or Purchaser may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification by Seller and Stockholders. Notwithstanding investigation at any time made by or on behalf of Buyer, Seller and Stockholders, jointly and severally, agree to defend, indemnify and hold harmless Buyer, its officers, shareholders, directors, divisions, subdivisions, affiliates, parent, employees, agents, successors, assigns and the Assets 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, from:
Indemnification by Seller and Stockholders. Seller and Stockholders jointly and severally43 agree subsequent to the Closing to indemnify and hold Buyer and its respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually, a “Buyer Indemnified Party,” and collectively, the “Buyer Indemnified Parties”) harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims, and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
Indemnification by Seller and Stockholders. Subject to the other terms and conditions of this Article VIII, from and after the Closing, Seller and the Stockholders shall jointly and severally indemnify, hold harmless and defend Buyer, its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) from and against, and pay on behalf of or reimburse such Buyer Indemnitees in respect of, any and all Losses asserted against, incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Seller and Stockholders. Seller and Stockholders shall jointly and severally indemnify and hold Purchaser harmless from and against any Losses that Purchaser may suffer, sustain, incur or become subject to, arising out of, based upon, or by reason of (i) any breach of the warranties, representations, covenants and agreements of Seller or either Stockholder contained in this Agreement; (ii) the failure of Seller to pay any obligations not expressly assumed by Purchaser; and (iii) all reasonable cost incurred by Purchaser in connection with the investigation and enforcement of any of the foregoing indemnification obligations. The obligations of Seller and Stockholders pursuant to this paragraph is in addition to, and not in lieu of, any of the other obligations of Seller pursuant to this Agreement.
Indemnification by Seller and Stockholders. (a) Seller hereby agrees to indemnify and hold harmless Purchaser, and Purchaser's stockholders, officers and directors, employees and agents and their respective successors and assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, damages, liabilities, obligations, losses, costs, expenses (including, without limitation, reasonable legal costs and expenses) and judgments (at equity or at law) arising out of or resulting from (i) the breach of any representation, warranty or covenant of the Seller or the Stockholders under this Agreement or the Seller's Clean-Op Transaction Documents or the Seller's Drape Business Transaction Documents, (ii) the operation of the Clean-Op Business or the ownership or use of the Purchased Assets used in the Clean-Op Business prior to the Clean-Op Closing, other than the Assumed Liabilities assumed by Purchaser at the Clean-Op Closing, (iii) the operation of the Seller's Drape Business or the ownership or use of the Purchased Assets prior to the Drape Business Closing, other than the Assumed Liabilities, (iv) any liabilities of the Seller's Business not expressly assumed by Purchaser, (v) any action, claim, suit or proceeding based on the failure of Seller or Stockholders to comply with Section 5.10 above, (vi) the Excluded Assets, and (vii) any creditors rights or debtor relief laws or actions with respect to Seller (including, without limitation, any claims of avoidance of transfers or rejections of contracts).
Indemnification by Seller and Stockholders. Subject only to Sections 7.1(b) and 7.5, Seller and Stockholders shall, jointly and severally, indemnify, defend, and hold harmless Parent, Buyer, its Affiliates, and their officers, directors, employees, stockholders, agents, and other representatives (collectively, “Buyer Indemnitees”) against and in respect of any and all losses, costs, expenses, claims, damages, lost revenue, Proceedings, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, directions, dues, penalties, fines, amounts paid in settlement, Taxes, liens, losses, and fees, court costs, obligations, and liabilities, including interest, penalties, and attorneys fees, and disbursements (“Damages”), arising out of, based upon or otherwise in respect of:
Indemnification by Seller and Stockholders. Seller and Stockholders, jointly and severally, hereby indemnify and agree to hold ESI and its affiliates and their respective stockholders, officers, directors, employees and agents (all of which are included in any reference to ESI in this Section) harmless from, against and in respect of (and shall on demand reimburse ESI for):
Indemnification by Seller and Stockholders. From and after the Closing, Seller and the Stockholders shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of:
Indemnification by Seller and Stockholders. Seller and Stockholders will, jointly and severally, indemnify, defend and hold harmless Purchaser and its Affiliates (including without limitation CEC), and each of their respective directors, officers, employees, stockholders, agents, advisors and controlling persons, and will pay to Purchaser and such other Persons the amount of, any actual loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Indemnifiable Losses"), arising, directly or indirectly, from or in connection with:
