Indemnification by Seller Parent. (a) From and after the Closing and subject to the provisions of this Section 12.2, Seller Parent shall indemnify, defend and hold harmless Buyer, its Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Parties arising out of or resulting from:
Indemnification by Seller Parent. Subject to the applicable limitations set forth in Section 8.4 and in the manner herein provided, from and after the Closing Date, Seller Parent shall indemnify and hold harmless Recap Co, Recap Subco, each Recap Subsidiary, Buyer and its Affiliates, and their respective employees, directors, agents and representatives (collectively, the "Buyer Indemnified Parties"), from and against any and all Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of any representation or warranty of Seller Parent contained in this Agreement or in any certificate delivered pursuant hereto including, without limitation, pursuant to Section 6.2.3 or as a result of an Update; or (b) the failure by Seller Parent, any Seller, Recap Co or Recap Subco to perform any of such Person's covenants and agreements under this Agreement (in the case of Recap Co and Recap Subco, covenants and agreements to be performed on or prior to the Closing Date); or (c) any Excluded Liability.
Indemnification by Seller Parent. Subject to the other terms and conditions of this Article VIII, Seller Parent shall indemnify and defend each of Buyers and their Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date. Notwithstanding the foregoing, the indemnification obligations of Seller Parent shall not apply to any claim or proceeding by [*] or its Affiliates, agents, assigns or successors in interest for infringement or misappropriation by any Buyer Indemnitee of the “Seller Licensed Patents” (term as defined in the [*] Agreement). Section 8.03
Indemnification by Seller Parent. (a) From and after the Closing and subject to the provisions of this ARTICLE XII, Seller Parent shall indemnify, defend and hold harmless Buyer, Buyer’s Affiliates (including, after the Closing, the members of the Transferred Group) and the respective officers, directors, managers, general partners, employees, agents, successors and permitted assigns of each of the foregoing (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Parties arising out of or resulting from:
Indemnification by Seller Parent. Subject to the terms and conditions of this Agreement (including, without limitation, Section 11.4), from and after the Closing, Seller Parent shall indemnify and hold harmless Purchaser and its Affiliates, and each of their respective directors, officers and employees (collectively “Purchaser Indemnified Parties”), from and against and in respect of any and all Losses which any of them incur which are the result of or arise out of any one or more of the following:
Indemnification by Seller Parent. Subject to the other terms and conditions of this Article VIII, Seller Parent shall indemnify and defend each of Buyers and their Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Seller Parent. (a) Subject to the provisions of this Article VII, from and after the Closing, Seller Parent agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and, if applicable, their respective directors, officers, agents, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”), from and against any and all Losses that such Purchaser Indemnified Party suffers or incurs, or becomes subject to, as a result of, (i) any Excluded Asset, any Retained Liability or the operation or conduct of the Retained Businesses, (ii) any breach by any Seller of any of its covenants or agreements contained in this Agreement (the remedy for which survives the Closing), or any Ancillary Agreement, or any other agreement, instrument or certificate delivered pursuant hereto or thereto or (iii) any failure of any representation or warranty made by Seller Parent in this Agreement (other than the representations and warranties set forth in Section 4.16), any Ancillary Agreement, or any other agreement, instrument or certificate delivered pursuant hereto or thereto to be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date).
Indemnification by Seller Parent. Seller Parent shall indemnify and hold harmless Buyer, its Subsidiaries and its and their respective directors (or similar positions), managers, officers, employees, accountants, consultants, attorneys, other advisors, agents and other representatives (collectively, the “Buyer Indemnitees”) from and against any and all Damages which any Buyer Indemnitee may incur or suffer to the extent such Damages arise out of or result from (a) any of the Retained Liabilities, (b) any breach of any representation or warranty made by Seller Parent contained in this Agreement as of the Closing Date (or, to the extent such representation or warranty expressly relates to an earlier date, as of such earlier date) or (c) any breach of any covenant or agreement of the Seller Parent contained in this Agreement. Notwithstanding that a claim for Damages may fall into multiple categories of this Section 8.02, a Buyer Indemnitee may recover such Damages one time only. Buyer shall take, and shall cause the other Buyer Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto; provided, however, that the reasonable and documented out-of-pocket costs and expenses of such mitigation shall constitute Damages for purposes of this Agreement.
Indemnification by Seller Parent. In addition to the indemnification set forth in Section 5.02(f), Section 5.02(g), Section 5.03 and Section 5.10(f), after the Closing and subject to Section 8.04, Seller Parent shall indemnify and hold harmless the Buyer Parties, their respective Affiliates (including the Asset Buying Entities and, following the Closing, the Acquired Companies) and their Representatives (collectively, the “Buyer Indemnitees”) from and against any and all Damages which any Buyer Indemnitee may incur, sustain or suffer to the extent such Damages arise out of or result from (a) any of the Excluded Assets, Excluded Employees, Retained Liabilities, the Retained Business, or Pre-Closing Indemnified Liabilities, (b) any breach of or inaccuracy in any warranty made by Seller Parties contained in this Agreement or in any certificate delivered pursuant to this Agreement as of the Put Date, the Signing Date or as of the Closing as though made at and as of the Signing Date or the Closing (or, to the extent such warranties expressly relate to an earlier date, as of such earlier date), (c) any breach of or non-compliance with any covenant or agreement of any Seller Party contained in this Agreement, the Put Agreement (to the extent referencing a covenant or agreement in this Agreement) or in any certificate delivered pursuant to this Agreement, (d) the Business Internal Reorganization or to the failure to complete the Business Internal Reorganization prior to the Closing (even if consented thereto by Buyer Parent), including to the extent resulting therefrom (or would result therefrom had the Business Internal Reorganization been completed), any costs or expenses under voluntary profit sharing (intéressement) and mandatory profit sharing (participation) and any incremental French Transfer Taxes under article 719 or article 720 of the French Tax Code (the “French Reorganization Transfer Taxes”) resulting from the transfer of any Transferred Assets previously held by any of the French Acquired Companies to Seller Parent or any of the Asset Selling Entities and subsequently transferred to the Buyer Parent, or any of the Asset Buying Entities (as compared to the French Transfer Taxes applicable had such Transferred Assets not been transferred outside of a French Acquired Company), (e) any incremental Transfer Taxes (the “French RE Transfer Taxes”) payable by Buyer Parent, or any relevant Equity Buying Entity, in connection with the acquisition of the shares of Meda Holding resulting from Me...
Indemnification by Seller Parent. Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall be indemnified and held harmless by Seller Parent for and against any and all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), arising out of or resulting from: (a) the breach of any representation or warranty made by Seller Parent contained in this Agreement; (b) the breach of any covenant or agreement by Seller Parent or Seller, as applicable, contained in this Agreement; (c) the Excluded Assets; or (d) the Excluded Liabilities. Neither Seller Parent nor Seller shall be required to indemnify any Losses, including but not limited to liabilities for Taxes, taken into account in the adjustment to the Purchase Price under Section 2.05.
