Indemnification by the Seller and Parent. From and after the Closing, the Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Seller and Parent, jointly and severally, for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a “Loss”), arising out of or resulting from:
Indemnification by the Seller and Parent. The Seller and Parent shall indemnify the Buyer in respect of, and hold the Buyer harmless against, Damages incurred or suffered by the Buyer or any Affiliate thereof resulting from, relating to or constituting:
Indemnification by the Seller and Parent. (a) Subject to Article VII hereof, Seller and Parent hereby agree to indemnify, defend, save and hold Purchaser, the members of the Subject Company Group and their respective officers, directors, employees, stockholders and Affiliates (the “Purchaser Indemnified Parties”) harmless from and against any and all damage, liability, loss, costs, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and other costs and expenses incident to any suit, action or proceeding, but excluding any consequential or special or punitive damages except to the extent that such damages are awarded to an unaffiliated third party) (together, “Losses”) incurred or sustained by the Purchaser Indemnified Parties which shall arise out of or result from (i) any breach of or inaccuracy in any representation or warranty of Seller in this Agreement (other than Section 4.7 (Taxes) as to which Article VII shall govern) on the date hereof or on the Closing Date, (ii) the failure by Seller to perform any covenant or agreement of Seller in this Agreement (other than the covenants contained in or subject to indemnification under Article VII as to which Article VII shall govern), and (iii) any Excluded Liability, in each case of clauses (i), (ii) and (iii), after offset by any related insurance proceeds or other recovery actually received by any Purchaser Indemnified Party, including any Indemnity Tax Benefit, and Seller and Purchaser shall have no right of contribution against any member of the Subject Company Group for any amount paid pursuant to this Article XI.
Indemnification by the Seller and Parent. (a) Subject to the limitations set forth in this Article 10, after the Closing, the Seller and Parent shall, jointly and severally, indemnify, defend and hold harmless the Buyer, each Buyer Trust, the Buyer Funds and their respective Representatives and Affiliates, and each of the successors and assigns of any of the foregoing (collectively, the “Buyer Indemnitees”) against any Losses incurred or suffered by such Buyer Indemnitee and resulting or arising from or relating to:
Indemnification by the Seller and Parent. (a) From and after the applicable Closing, subject to Section 9.2(b), and until the Expiration Date, the Seller and Parent shall jointly and severally indemnify, defend, save, protect and hold harmless the Purchaser and its Affiliates (collectively, the “Purchaser Indemnified Parties”) from and against any Loss incurred or suffered by such Purchaser Indemnified Party arising out of or resulting from:
Indemnification by the Seller and Parent. Parent and the Seller, jointly and severally, shall defend, indemnify, and hold harmless the Buyer and the Company, each of their successors and assigns and each of their officers, directors, shareholders, affiliates, employees, and agents (collectively, the "BUYER INDEMNITEES") from and against any and all Losses (including those incurred in connection with the defense or prosecution of an indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "BUYER LOSSES") caused by, based upon, resulting from, or arising out of:
Indemnification by the Seller and Parent. The Seller and Parent jointly and severally shall indemnify and hold harmless the Purchaser and their respective directors, officers, employees, agents, successors and assigns (each, a “Purchaser Indemnified Party”) for and against all Losses arising out of or resulting from: (a) the breach of any representation or warranty contained in Sections 3.02, 3.07 and 3.08 made by the Seller or Parent contained in this Agreement; (b) the breach of any covenant or agreement by the Seller or Parent contained in this Agreement; or (c) the Excluded Liabilities, or the Seller’s or Parent’s failure to perform, pay or discharge any Excluded Liability prior to or following the Closing.
Indemnification by the Seller and Parent. Subject to the limitations provided in this Article IX (including Section 9.5(d) regarding order of recovery) the Seller and Parent, jointly and severally, shall defend, indemnify and hold harmless the Buyer and its Affiliates (including the Company), officers, directors, employees, successors and assigns, (collectively, the “Buyer Indemnified Parties”) from and against any and all Damages incurred by any of the Buyer Indemnified Parties to the extent resulting from or arising out of the following:
Indemnification by the Seller and Parent. The Seller and Parent shall jointly and severally indemnify and defend the Buyer and each of its officers, directors, employees, stockholders, agents, advisors and representatives (each, a "Buyer Indemnitee") against, and hold each Buyer Indemnitee harmless from, any loss, liability, obligation, deficiency, damage or expense including, without limitation, interest, penalties, reasonable attorneys' and consultants' fees and disbursements (collectively, "Damages"), that any Buyer Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim):
Indemnification by the Seller and Parent. The Seller and the Parent, jointly and severally, shall defend, indemnify and hold harmless the Purchaser and its Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Purchaser Indemnified Parties”) from and against any and all losses, damages, liabilities, obligations, deficiencies, claims, interest, awards, judgments, fines, penalties, costs and expenses (including reasonable attorney’s fees or costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing or settling such liability, damage, loss, cost or expense or claim therefor and any amounts paid in settlement thereof) (hereinafter collectively, “Losses”) to the extent arising out of or resulting from:
