Indemnification by Seller Group. Subject to Section 8.4 and the other provisions of this Article VIII, Seller Group shall indemnify, defend and hold harmless, and agree to reimburse Purchaser and its directors, officers, employees, stockholders, members, managers, and partners, as applicable (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all claims, losses, liabilities, obligations, damages, fines, penalties, judgments, costs and expenses (individually, a “Loss” and, collectively, “Losses”) actually incurred by a Purchaser Indemnified Party based upon or resulting from:
Indemnification by Seller Group. (a) Seller Group hereby indemnifies Buyer and its Affiliates (including the Alias Companies and their Subsidiaries following the Closing) and each of its and their respective Affiliates and its and their respective directors, officers, stockholders, employees, agents, representatives and successors and assigns ("Buyer Tax Group") against and agrees to hold them harmless from any (i) Tax of any of the Alias Companies or any Subsidiary relating to a Pre-Closing Tax Period, including, for greater certainty, any Tax in relation to any transaction contemplated under Section 7.04, (ii) Combined Tax of any member of an affiliated, consolidated, combined or unitary group of which any Alias Company or Subsidiary is or was a member on or prior to the Closing Date, (iii) any Tax incurred or suffered by Buyer, the Alias Companies and their Subsidiaries, and their respective Affiliates arising out of a breach by Seller Group of any representation, warranty, covenant or agreement contained in this Article 8, and (iv) Liabilities (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 such Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, any of the Alias Companies, or any Subsidiary (the sum of (i), (ii), (iii) and (iv) being referred to as a "Loss"); provided, however, that Seller Group shall have no Liability for the payment of any loss attributable to or resulting from any action described in Section 8.03(a) hereof and shall be obligated to make payments to Buyer pursuant to this Section 8.06 only to the extent that the cumulative amount that would otherwise be payable by any member of Seller Group pursuant to this Section 8.06 (notwithstanding this proviso) exceeds the aggregate amount of the provisions for Tax Liabilities of the Alias Companies and the Subsidiaries reflected on the Closing Balance Sheet and included in Final Working Capital. For the avoidance of doubt, Seller Group shall not be required to indemnify Buyer, the Alias Companies and their Subsidiaries, or their respective Affiliates (i) if and only to the extent that any Tax for which an amount would otherwise be payable under this Section 8.06(a) results in no out-of-pocket cost...
Indemnification by Seller Group. Each of Seller and Parent, ------------------------------- jointly and severally, agrees to indemnify and hold harmless Buyer from and against any and all Losses and Expenses incurred by Buyer in connection with or arising from, and shall defend each Buyer Group Member against any claims which, if true, would constitute:
Indemnification by Seller Group. Seller Group hereby agrees to ------------------------------- indemnify and hold Buyer, Buyer's Affiliates (including Maytag Worldwide) and their respective officers, directors and employees (collectively, "Buyer ----- Indemnified Parties") harmless from any and all Indemnifiable Damages which any ------------------- such person or entity may suffer or incur by reason of:
Indemnification by Seller Group. The Seller and Shareholder, jointly and severally, shall indemnify and hold harmless Buyer and its successors, assigns, directors and officers from, against, for and in respect of any and all claims, losses, damages, liabilities, expenses and any other obligations (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) reasonably incurred by them, in connection with each and all of the following:
Indemnification by Seller Group. (a) Subject to the provisions of this Article VII, each member of the Seller Group, jointly and severally, shall indemnify, defend and hold harmless each Purchaser Indemnified Party from and against any and all Losses incurred, suffered or threatened arising out of or in connection with: (i) any breach of any representation or warranty by Seller in this Agreement or in any Related Document, it being agreed that for solely purposes of interpreting and implementing this Article VII with respect to any Third Party Claim, the qualifying terms “material,” “in all material respects,” “Material Adverse Effect” and words of similar effect shall be deemed deleted in each representation and warranty contained in this Agreement and any Related Document; (ii) any breach by Seller of any covenant or agreement contained in this Agreement or in any Related Document; (iii) any of the Proceedings described on Schedule 3.8; or (iv) any Excluded Liability.
Indemnification by Seller Group. Each Member of the Seller Group hereby jointly and severally agrees to defend, hold harmless and indemnify the Purchaser and its Affiliates and their respective employees, officers, directors, stockholders, partners and representatives (“Purchaser Parties”) from and against any actual damages or losses, assessments, claims, costs and expenses (including without limitation reasonable attorneys’ fees and disbursements) which arise out of or relate to:
Indemnification by Seller Group. Subject to the terms and conditions of this Agreement (and, with respect to Environmental Indemnifiable Losses subject to Article 8 hereof), Seller Group (as defined in Section 7.8) agrees to indemnify and hold Buyer Group (as defined in Section 7.8) harmless from and against any liabilities, damages, losses or costs resulting from any and all liabilities, obligations, damages (excluding, however, incidental or consequential damages) (i.e. only dommage direct), deficiencies, losses, claims, actions, lawsuits, proceedings, judgments, demands, costs (including costs of posting bank guarantees and securities) and penalties (including reasonable attorneys' fees) ("Indemnifiable Losses") suffered or incurred by Buyer Group and resulting from (i) any breach of representation or warranty of Seller Group contained in this Agreement (except to the extent waived in writing by Buyer Group pursuant to this Agreement) or (ii) any breach of covenant on the part of Seller Group whether or not a mutual covenant contained in this Agreement, it being understood that Seller Group shall not be liable for any Indemnifiable Loss resulting from a change in law after Closing, and that Buyer Group waives any other remedy than those provided by this Article 7 and Article 8, which shall constitute Buyer Group's exclusive remedy in respect of any Indemnifiable Losses.
Indemnification by Seller Group. Seller Group hereby covenants and agrees with each BNC Party that, regardless of any investigation made at any time by or on behalf of either BNC Party or any information either BNC Party may have and regardless of the Closing hereunder, Seller Group shall, jointly and severally, indemnify each BNC Party, their respective officers, agents, representatives and Affiliates, and each of their successors and assigns (each, a "PURCHASER INDEMNIFIED PARTY") and hold them harmless from, against and in respect of any and all costs, losses, demands, claims, liabilities, fines, penalties, fees, incidental and consequential damages, lost profits and expenses (including interest which may be imposed in connection therewith and court costs and fees and fees and costs of counsel) (collectively, the "DAMAGES") resulting from, arising out of, relating to, in the nature of, or caused by any of them in connection with:
Indemnification by Seller Group. Each member of the Seller Group hereby agrees, jointly and severally, hereby agrees to indemnify and hold harmless Purchaser and its successors, assigns and affiliates (and its and their respective directors, officers, employees, agents and representatives) from and against any and all claims, damages, liabilities, fines, liens, losses or other obligations whatsoever, together with costs and expenses, including fees and disbursements of counsel and expenses of investigation incurred in connection therewith or in connection with the enforcement of the indemnifying party's indemnification obligations hereunder (collectively, "Losses"): (a) arising out of, based upon, or caused by the inaccuracy of any representation or the breach of any warranty or covenant of any member of Seller Group contained in this Agreement or in any agreement, certificate or other instrument delivered by any member of Seller Group pursuant to this Agreement;
