Indemnification by Seller and the Shareholder. Seller and the Shareholder, jointly and severally, agree to defend, indemnify and hold Omnicare and Purchaser, their respective officers, directors, agents, representatives, subsidiary and parent entities and affiliates and their successors and assigns, harmless from and against any claim, liability, expense, loss or other damage (including, without limitation, reasonable attorneys' fees and expenses) ("Claims") in respect of:
Indemnification by Seller and the Shareholder. In addition to any other remedies available to Buyer and Key under this Agreement, or at law or in equity, Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless each of Buyer and Key, and their respective officers, directors, employees, agents and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitees shall incur or suffer, which arise, result from or relate to (i) any breach of, or failure by Seller or the Shareholder to perform, their respective re presentations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer and Key by Seller or the Shareholder under this Agreement and (ii) the Retained Liabilities.
Indemnification by Seller and the Shareholder. From and after the Closing Date, Seller and the Shareholder shall, jointly and severally, indemnify, defend (with counsel reasonably acceptable to Buyer Indemnitees) and hold Buyer and its officers, directors, employees, members, shareholders, agents and representatives (“Buyer Indemnitees”) harmless from and against all losses, damages, liabilities, claims, demands, obligations, deficiencies, payments, judgments, settlements, costs and expenses of any nature whatsoever (including the costs and expenses of any and all investigations, actions, suits, proceedings, demands, assessments, judgments, orders, settlements and compromises relating thereto, and reasonable attorneys’, accountants’, experts’ and other fees and expenses incurred in connection therewith) (“Losses”) resulting from, arising out of, or due to, directly or indirectly, any of the following:
Indemnification by Seller and the Shareholder. 15 7.2...... Certain Limits on Indemnification by Seller; Offset....................................... 16
Indemnification by Seller and the Shareholder. (a) Seller and the Shareholder, jointly and severally, hereby agree to indemnify, defend and hold harmless each of the Acquiring Companies against and in respect of any and all claims, demands, losses, costs (including court costs and attorneys' fees), expenses, obligations, liabilities, damages, including interest and penalties that it may incur or suffer as a result or arising out of any breach of or failure by Seller or Shareholder to perform any of their respective representations, warranties or covenants contained in this Agreement or any exhibit or other instrument furnished or to be furnished by Seller and the Shareholder under this Agreement.
Indemnification by Seller and the Shareholder. Upon the terms and subject to the conditions set forth in Sections 6.4 and 6.5 hereof and this Section 6.2, Seller and the Shareholder, jointly and severally, agree to indemnify, defend, protect, save and hold harmless each Buyer Indemnitee (as such term is hereinafter defined) against, and will reimburse each Buyer Indemnitee on demand for, any and all Losses (as such term is hereinafter defined) made or incurred by or asserted against such Buyer Indemnitee, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from any of the following (“Seller Indemnifiable Claims”):
Indemnification by Seller and the Shareholder. Subject to the limits set forth in this Section 5, and notwithstanding the knowledge qualifiers contained in Section 2 of this Agreement, which Seller and the Shareholder expressly agree shall not apply to limit liability hereunder, Seller, the Shareholder and their respective successors and assigns shall jointly and severally indemnify, defend, reimburse and hold harmless Buyer and its Affiliates, and the officers, directors, employees and agents of any of them, from and against any and all claims, losses, damages, liabilities, obligations, assessments, penalties and interest, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) ("Losses") reasonably incurred by any such indemnitee, arising out of or in connection with any of the following:
Indemnification by Seller and the Shareholder. From and after the Closing Date, subject to the limitations set forth in Section 12.4, Seller and the Shareholder, jointly and severally, shall indemnify and hold Buyer and ImageX and their respective Affiliates harmless from and against, and shall reimburse Buyer and ImageX and their respective Affiliates for, any and all Losses arising out of or in connection with:
Indemnification by Seller and the Shareholder. (a) After the Closing and subject to this Article VI, Seller and the Shareholder, jointly and severally, shall indemnify, defend and hold harmless Buyer and its Subsidiaries and its and their Affiliates, and their respective officers, directors, managers, shareholders, partners, employees, agents, advisors and Representatives (each, a “Buyer Indemnified Party”) against, and reimburse any Buyer Indemnified Party for, all Losses that such Buyer Indemnified Party suffers or incurs or becomes subject to as a result of, arising out of, relating to or in connection with:
Indemnification by Seller and the Shareholder. Regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer or any of its directors, officers, employees, representatives, agents, attorneys, accountants, or consultants may have, Seller and the Shareholder, jointly and severally, shall indemnify, defend and hold harmless Buyer and each of its Affiliates, shareholders, directors, officers, employees, agents, accountants, attorneys and representatives (collectively, with Buyer, the “Buyer Indemnified Parties”) from and against any demand, claim, action, cause of action, damage, Liability, loss, cost, debt, deficiency, expense, obligation, Tax, assessment, public charge, lawsuit, contract, agreement, and undertaking of any kind or nature, whether known or unknown, fixed, actual, accrued or contingent, liquidated or unliquidated, and whether or not asserted by a third party (including, interest, penalties, additional federal, state or local Taxes, reasonable attorneys’ fees and other costs and expenses incident to this transaction or proceedings or investigations or the defense of any claim, whether or not litigation has commenced) (“Losses”) arising out of, resulting from, or relating to any of the following:
