Indemnification by the Buyer Parties. (a) The Buyer Parties covenant and agree, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend and hold harmless the Seller Parties, and the Seller Parties’ officers, directors, employees and agents (collectively, the “Indemnified Parties”), from and against its reasonable attorneys’ fees, accounting fees, experts’ fees and costs of suit (collectively, “Losses”) relating to or resulting from any suit, action or proceeding (“Claim”) brought by a holder of the Class A Common Stock of Parent (“Class A Stockholder”) against the Indemnified Parties that is based, in whole or in part, on allegations that the special committee of the Board of Directors, the Board of Directors or the officers of Parent took actions, or did not take actions, in connection with this Agreement or the transactions contemplated hereby that resulted in damages to Parent or the Class A Stockholders; provided, however, that (i) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties from or against any Losses arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders; and (ii) under no circumstances shall the Buyer Parties have any obligation to indemnify the Indemnified Parties with respect to any claim between the Buyer Parties and any Indemnified Party. The Buyer Parties’ duty to indemnify shall not arise until the Claim has been (x) resolved by a final adjudication determining that the special committee of the Board of Directors, the Board of Directors or the officers of Parent is liable for damages to the Class A Stockholders for such special committee’s, Board of Directors’ or officers’ actions, or inactions, in connection with this Agreement or the transactions contemplated hereby (which final adjudication also holds that the Indemnified Party does not have any liability to the Class A Stockholders arising from any breach of a duty owed by any Indemnified Party to the Class A Stockholders) or (y) settled by execution of a definitive
Indemnification by the Buyer Parties. (a) Subject to the terms and conditions of this Article VII, the Buyer Parties agree to reimburse, defend, indemnify and hold harmless the Seller and its present and future Affiliates and their respective directors, officers, employees, heirs and representatives (collectively, the “Seller Indemnified Parties”) from, against and in respect of all Losses resulting from, or that exist or arise due to, any of the following (collectively, “Seller Claims”):
Indemnification by the Buyer Parties. (a) Subject to this Article XI, from and after the Closing Date, each of the Buyer Parties, jointly and severally, shall indemnify and hold harmless Seller and its Affiliates and their respective owners, officers, directors, employees, agents, successors and assigns (the “Seller Indemnified Parties”) from and against any Covered Losses suffered by any such Seller Indemnified Party resulting from or arising out of: (i) the failure of any representation or warranty set forth in Article V to be true and correct as of the Closing Date (or with respect to any such representation or warranty made as of a specific date, the failure of such representations and warranties to be true and correct as of such date), in each case solely due to a Buyer Fraudulent Misrepresentation; or (ii) any nonfulfillment or breach of any Post-Closing Covenant made by any of the Buyer Parties in this Agreement.
Indemnification by the Buyer Parties. To the extent the Seller Parties are not required to indemnify the Buyer Parties pursuant to Section 9.2, the Buyer Parties shall jointly and severally indemnify the Seller Parties and their respective Affiliates, stockholders, members, directors, officers, employees, consultants, agents and representatives, in their respective capacities as such, and the successors, heirs, personal representatives and Affiliates of any of them (collectively, "Seller Indemnified Parties") against and hold them harmless from any and all Loss incurred or suffered by any Seller Indemnified Party arising out of or relating to (i) any breach of any representation, warranty, covenant or other agreement of the Buyer Parties contained herein, (ii) claims with respect to the Assumed Liabilities or (iii) claims with respect to the ownership, use or possession of the Acquired Assets by the Buyer which arise or accrue with respect to periods subsequent to the Closing Date.
Indemnification by the Buyer Parties. The Buyer Parties, jointly and severally, shall save, defend, indemnify and hold harmless the Seller Parties and their respective Affiliates and the respective Representatives, successors and assigns of each of the foregoing from and against, and shall compensate and reimburse each of the foregoing for, any and all Losses asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to:
Indemnification by the Buyer Parties. From and after the Closing, the Buyer Parties shall jointly and severally indemnify and hold harmless Seller, its Affiliates, and its and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses, regardless of whether or not such Losses relate to any Third-Party Claim, to the extent arising out of or resulting from:
Indemnification by the Buyer Parties. Subject to the other terms and conditions of this Article 8, the Buyer Parties shall, jointly and severally, indemnify and defend each of Seller and its Affiliates and their respective Representatives, including the Principals (collectively, the “Seller 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 Seller Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by the Buyer Parties. Subject to the limitations, conditions and restrictions set forth in this Agreement, each Buyer Party and its successors and assigns, jointly and severally, shall indemnify and defend the Company Indemnified Parties and hold them harmless from and against any and all Losses incurred or suffered by them to the extent resulting from or arising out of (i) any breach of any representation or warranty made by the Buyer Parties in the Transaction Documents, (ii) any breach or non-fulfillment of any agreement or covenant of the Buyer Parties contained in the Transaction Documents, and (iii) any amounts due to the Members pursuant to Sections 2.4 and 2.9 that are not paid when due and payable pursuant to this Agreement.
Indemnification by the Buyer Parties. Subject to the other terms and conditions of this Article 10, the Buyer Parties shall, jointly and severally, indemnify and defend each of the Equityholders and their respective successors, assigns, heirs and Representatives (collectively, the “Equityholder Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Damages incurred or sustained by, or imposed upon, the Equityholder Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by the Buyer Parties. Subject to the terms and conditions of this Article IV, from and after the Closing, the Buyer Parties shall jointly and severally indemnify Seller in respect of, and hold Seller harmless against, and pay any and all Damages incurred or suffered by Seller or any Affiliate thereof arising out of, caused by or resulting from, directly or indirectly, any of the following:
