Indemnification by Selling Parties. (a) Subject to the other terms and conditions of this Agreement, Selling Parties, jointly and severally, agree to indemnify Buyer and its Affiliates (including following the Closing, the Company and its Subsidiary) and their respective officers, directors, stockholders and each of their respective Affiliates (each a “Buyer Indemnified Party”) against and hold them harmless to the extent of any Losses arising out of or resulting from (i) intentional misrepresentation, illegal conduct or fraud of any of the Selling Parties; and (ii) any breach of any covenant or agreement of the Selling Parties contained herein. Notwithstanding anything herein to the contrary, no obligation to indemnify shall exist for Losses arising from a breach of any representation or warranty set forth in Sections 3.16 and 3.28 hereof (except for fraud or intentional misrepresentations).
(b) The amount of any Loss subject to indemnification under this Section 8.2 shall be calculated net of (i) any insurance proceeds actually received by Buyer Indemnified Party on account of such Loss, and (ii) any indemnification payments made by any third party.
(c) A Buyer Indemnified Party shall give any Selling Party written notice of any claim, assertion, event or proceeding as to which such Buyer Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises and shall include copies of all correspondence received from any third party in connection with any such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Parties from any of their obligations under this Article VIII except to the extent that the Indemnifying Parties are materially prejudiced by such failure and shall not relieve any Indemnifying Party from any other obligation or Liability that it may have to any Buyer Indemnified Party otherwise than under this Article VIII.
(d) With respect to any Third Party Claim for which indemnification is sought under Section 8.2, Selling Parties shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at Selling Parties’ expense, provided that such Selling Parties acknowledge on b...
Indemnification by Selling Parties. Subject to the other terms and conditions of this ARTICLE VIII, the Selling Parties shall, joint and severally, indemnify and defend each of the Buyer and its 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 Selling Parties contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of 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 Selling Parties pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of 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.
Indemnification by Selling Parties. Subject to the ---------------------------------- limitations of Section 7.5, each of the Selling Parties shall indemnify, defend and hold the Purchaser and its officers, directors, Affiliates and agents, and any successors thereto, harmless from Damages incurred or paid by any such Persons as a result of (i) the failure of any representation or warranty made by the Selling Parties in this Agreement, the Selling Parties' Closing Certificate, or the Selling Parties' Disclosure Statement to be true and correct as of the Closing Date, (ii) the breach by the Selling Parties of any of its covenants in this Agreement, (iii) any Liability of any of the Selling Parties to any holder of Company Options, whether arising under contract or federal or state securities or other applicable law, or (iv) any Liability of the Company arising under the January 4 Note.
Indemnification by Selling Parties. The Selling Parties, jointly ---------------------------------- and severally, hereby indemnify, defend and hold harmless Buyer and its Affiliates and their respective officers and directors from and against:
(a) any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from any material breach of any representation or warranty or nonfulfillment of any covenant or agreement on the part of the Selling Parties contained in this Agreement or any other agreement, statement or certificate furnished or to be furnished by the Selling Parties in connection with the transactions contemplated hereby which is not cured within twenty (20) calendar days of written notice thereof from Buyer to the Selling Parties;
(b) any loss, liability, claim, obligation, damage or deficiency arising out of or resulting from any claim related to or arising out of the operation of the Schools prior to the Tier I Closing that are asserted with respect to any liabilities that are not Assumed Liabilities; and
(c) any actions, judgments, costs and expenses (including reasonable attorneys' fees, expert witness fees and all other expenses incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section 9.12.
Indemnification by Selling Parties. Subject to the other terms and conditions of this Article VII, Selling Parties shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer 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 Selling Parties contained in Article III of this Agreement; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement.
Indemnification by Selling Parties. The indemnification obligations of Selling Parties under this Section 8.1 are in addition to any other indemnification obligations which they may have under other provisions of this Agreement. Selling Parties agree to defend, indemnify, and hold harmless Purchaser (and companies owned by or under common control of Zodiac, S.A.), and their respective employees, representatives, officers, directors, and agents from and against any costs, losses, damages, liabilities, and expenses except as disclosed in this Agreement and the schedules 36 38 hereto (including without limitation interest, penalties, and reasonable attorneys' fees) of any kind or nature whatsoever which may be sustained or suffered by Purchaser by reason of any claim, action, or proceeding asserted or instituted and based upon or involving (a) a breach of any representation, warranty, covenant, or obligation of Seller or Shareholder in this Agreement or in any schedule, exhibit, certificate, or financial statement delivered hereunder or in connection herewith, or (b) the Excluded Liabilities (collectively, the "Indemnifiable Claims").
Indemnification by Selling Parties. Subject to the limitations expressly set forth in Section 8.04, from and after the Closing, each Selling Party shall (jointly and severally), defend, indemnify and hold harmless Buyer and its Affiliates (collectively, the “Buyer Indemnified Parties”) from and against, and will pay and reimburse them for, any and all Losses incurred or suffered by any Buyer Indemnified Party directly or indirectly arising out of, relating to, in connection with, based upon or resulting from any of the following:
(a) breach or inaccuracy of any representation or warranty made by Selling Parties or the Company contained in Article III or Article IV or in any certificate delivered hereto or the Real Property PSA;
(b) any breach or nonfulfillment of any covenant or agreement of Selling Parties or the Company Group that is required to be performed pursuant to this Agreement or the Real Property PSA; or
Indemnification by Selling Parties. Selling Parties shall jointly and severally indemnify, defend, reimburse and hold Purchasers and their respective officers, directors, members, Affiliates, representatives and other agents, and their respective successors or assigns ("Purchaser Indemnified Persons") harmless from and against, and will reimburse Purchaser Indemnified Persons for, any and all claims, demands, governmental orders, Liens, controversies, audits, suits, bonds, dues, assessments, penalties, Taxes, fees, charges, costs (including the costs of investigation, defense and enforcement of this Agreement), debts, losses, damages, fines, expenses, Liabilities, obligations, actions or causes of action of every nature and character, whether fixed, accrued or contingent, liquidated or unliquidated, matured or unmatured, arising from contract, tort, statute, regulation or otherwise, penalties, charges, assessments, judgments, settlements, or other monetary obligations (in each case, whether or not realized and, except as set forth in Section 4.1(b)(iii)(B), including reasonable and documented attorneys', experts' and paralegal fees, expenses and court costs at the administrative, trial and appellate levels and including such reasonable and documented out-of-pocket fees, expenses and costs incurred in the establishment of its right of indemnity hereunder) ("Losses") accrued, incurred, suffered or paid, directly or indirectly, by Purchasers, and whether such Losses are to third parties, as a result of or arising by reason of, connected to or resulting from, directly or indirectly, without duplication:
(A) any misrepresentations or breach of or inaccuracy in any of representations or warranties of Sellers contained in this Agreement,
(B) any breach by any Seller of any covenant or agreement contained in this Agreement,
(C) Excluded Liabilities;
(D) the matters described on Schedule 4.1(b)(i)(D); and
(E) Fraud by any Seller. including, in each case of Sections 4.1(b)(i)(A) through 4.1(b)(i)(E), such Losses, accrued, sustained, arising or incurred after the end of the applicable survival period, provided that a claim is made prior to the end of the applicable survival period set forth in Section 4.1(a) in accordance with the terms of this Agreement.
Indemnification by Selling Parties. Subject to the limitations set forth in this Article VI, from and after the Closing, (i) Langsenkamp, on a joint and several basis (except with respect to Sections 3.12(b)-(d), in which each Member shall indemnify the Purchaser Indemnifying Parties on a several, but not joint and several basis), and (ii) each other Selling Party, on a several basis, shall indemnify Purchaser, its Affiliates and their respective successors, assignees, officers, directors, principals, attorneys, agents, employees or other Representatives (collectively, the “Purchaser Indemnified Parties” and each individually a “Purchaser Indemnified Party”) against any Damages that a Purchaser Indemnified Party incurs arising out of or as a result of:
(a) any breach of the representations and warranties of any Selling Party set forth in Article III of this Agreement;
(b) any breach by any Selling Party of its respective covenants or agreements set forth in this Agreement;
(c) any Liability of any Selling Party related to any Excluded Liability; and
(d) any Liability of any Selling Party related to any Excluded Asset.
Indemnification by Selling Parties. Subject to the other terms and conditions of this ARTICLE VII, Seller and the other Selling Parties shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer 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 Seller or such other Selling Parties contained in this Agreement or in any certificate delivered at the Closing;
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or such other Selling Parties pursuant to this Agreement;
(i) Any Taxes for any taxable period (or portion thereof) ending on or before the Closing Date due and payable by a Group Company, including any Taxes payable as a result of (A) application of Sections 951or 951A of the Code to income earned, or investments made, on or before the Closing Date or (B) application of Section 965 of the Code (without regard to any election under subsection (h) thereof) on any accumulated post-1986 deferred foreign income (within the meaning of Section 965(d)(2) of the Code); (ii) any Taxes of a Person other than a Group Company for which a Group Company has any liability as a transferee or successor, pursuant to any contractual obligation or otherwise; and (iii) any Transfer Taxes;
(d) with respect to or by reason of Actions by customers of the Group Companies or by a Governmental Authority, including the Specified Matter, that relate to the conduct of the Group Companies’ businesses prior to the Closing; or
(e) with respect to FSIC or any of the agreements of the Group Companies that were, or were intended to be, terminated or assigned to or assumed by Seller or any of its Affiliates (other than the Group Companies).
