Indemnification by the Purchaser and the Parent. The Purchaser and the Parent shall jointly and severally indemnify, defend and hold harmless the Sellers and the Member from and against any and all Losses, whether arising due to Third Party Claims or otherwise, suffered or incurred by the Sellers or the Member, as applicable, arising out of, resulting from, based upon, caused by or relating to:
Indemnification by the Purchaser and the Parent. Subject to Sections 12.1 and 12.2, the Purchaser and the Parent agree to, and shall indemnify Xx. Xxxxx and hold him harmless, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the fees and expenses of counsel) resulting from, or in respect of, any of the following:
Indemnification by the Purchaser and the Parent. The Purchaser and the Parent hereby agree to indemnify and hold harmless GLAS, Americas and Holding and their respective shareholders, Affiliates, directors, officers, agents and employees (collectively "Seller Indemnitees"), from and against any and all Losses, to the extent such Losses arise out of, result from, or are in connection with: (i) any breach by the Purchaser or the Parent of any of the terms of this Agreement, (ii) any breach of any warranty or representation of the Purchaser or the Parent made herein or pursuant to this Agreement, (iii) any failure by the Purchaser or the Parent to perform or comply with any of its covenants or obligations under this Agreement, (iv) the operation of the Purchaser's business, and the operation by the Purchaser of the GLAS Assets and the GLAS Business after the Closing, or (v) the payment of the Assumed Obligations.
Indemnification by the Purchaser and the Parent. The Purchaser and the Parent agree, jointly and severally, to indemnify, defend and hold the Seller harmless from and against any and all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding consequential damages, lost profits or punitive damages) or expense (including but not limited to interest, penalties, fees and reasonable professional fees and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (collectively as “Seller’s Loss” or “Seller’s Losses”) to which the Seller may suffer or incur, directly or indirectly, as a result from or in connection with:
Indemnification by the Purchaser and the Parent. Subject to the terms of this Article 8, from and after the Closing, the Purchaser and the Parent shall indemnify the Sellers and their respective officers, directors, shareholders, members, employees, successors, and permitted assigns (collectively, the “Seller Indemnified Persons”) and hold them harmless from and against any and all Losses incurred or suffered by a Seller Indemnified Person resulting from or arising out of:
Indemnification by the Purchaser and the Parent. (1) Subject to the provisions of this Article 7, the Purchaser and the Parent will solidarily (thereby waiving the benefit of divisibility) indemnify and save harmless the Vendors, the ViroChem Employees and the ESOP Holders and their respective directors, officers, employees and agents (the “Vendor Indemnitees”) from and against all Claims incurred by or asserted against any of them directly or indirectly arising out of or resulting from:
Indemnification by the Purchaser and the Parent. The Purchaser and the Parent covenant and agree with the Vendors to jointly and severally indemnify and save harmless the Vendors, from and against any Claim which may be made or brought against the Vendors, or one or more of them, or which they or one or more of them may suffer or incur, directly or indirectly, in respect of, as a result of, or arising out of:
Indemnification by the Purchaser and the Parent. Each of the ----------------------------------------------- Purchaser and the Parent shall, jointly and severally, indemnify, defend, and hold harmless the Sellers, each director, officer, employee and agent of the Sellers, and their respective heirs, successors, and permitted assigns, Shaw, Vincent, and HSI General (collectively, the "Seller Indemnitees"), xx, xxx xt any time after, the Closing, from and against any and all Losses asserted against, resulting to, imposed upon, or incurred by the Seller Indemnitees, directly or indirectly, by reason of, resulting from, incident to or arising in connection with any of the following:
Indemnification by the Purchaser and the Parent. From and after the Closing, the Purchaser and the Parent shall indemnify, defend, and hold harmless the Sellers and each of their officers, managers, directors, employees, members, shareholders, Affiliates, representatives, successors, and assigns (collectively, the “Seller Indemnified Parties”) from, against, and with respect to, and will compensate and reimburse the Seller Indemnified Parties for, any Damages, of any kind or character, regardless of whether or not such Damages relate to any third party claim, incurred or suffered by any Seller Indemnified Party, directly or indirectly, arising out of or in any manner incident, relating, or attributable to:
Indemnification by the Purchaser and the Parent. (a) The Purchaser and the Parent, jointly and severally, shall indemnify the Seller and its Affiliates, managers, officers, directors, members, stockholders, employees, agents, successors and assigns (each a “Seller Indemnified Party”) against any and all Losses asserted against, imposed upon or sustained or incurred by any of them that arise out of or in connection with:
