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:
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Medicines Co /De)
Indemnification by Seller Parent. Subject to the terms and conditions of this Agreement (a) From including, without limitation, Section 11.4), from and after the Closing and subject to the provisions of this Section 12.2Closing, Seller Parent shall indemnify, defend indemnify and hold harmless BuyerPurchaser and its Affiliates, its Affiliates and each of their respective officers, directors, employees, agents, successors officers and permitted assigns employees (collectively, the collectively “Buyer Purchaser Indemnified Parties”) from), from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by which any of them incur which are the Buyer Indemnified Parties arising result of or arise out of any one or resulting frommore of the following:
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Federal-Mogul Holdings Corp), Stock and Asset Purchase Agreement (Federal Mogul Corp)
Indemnification by Seller Parent. (a) From and after the Closing and subject Subject to the provisions of this Section 12.2applicable limitations set forth herein, Seller Parent shall will indemnify, hold harmless, defend and hold harmless Buyerbear all reasonable costs of defending the Buyer and its Affiliates, its Affiliates and their respective directors, officers, directors, employees, agentsstockholders, successors attorneys, accountants and permitted assigns agents (collectively, the “Buyer Indemnified Parties”) from, against from 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 fromagainst:
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Federal Signal Corp /De/)
Indemnification by Seller Parent. (a) From and after the Closing and subject to the provisions of this Section 12.2Closing, Seller Parent shall indemnify, defend and hold harmless BuyerBuyer (and its partners, its Affiliates members, and all their affiliates, and all their respective directors, officers, directors, employees, attorneys, contractors and agents, successors and permitted assigns ) (collectively, the “Buyer Indemnified Parties”) from, harmless from and against and in respect of any and all Losses imposed on, sustained, incurred or suffered by any of the Buyer (individually a “Buyer’s Indemnified Parties Claim” and collectively “Buyer’s Indemnified Claims”) arising out of or resulting fromof:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Tetra Technologies Inc)