Indemnification by Vendors. (a) General - Subject to Section 7.4 hereof, Vendors jointly and severally covenant and agree to defend, indemnify and hold Purchaser and the Company, its and their officers, directors, shareholders and subsidiaries, harmless for, from and against any and all damages, losses, liabilities (absolute and contingent), fines, penalties, costs and expenses (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense or settlement of any claim covered by this indemnity) with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action or cause of action that Purchaser and/or the Company, its and their officers, directors, shareholders and subsidiaries, may suffer or incur by reason of: (a) the inaccuracy of any of the representations or warranties of Vendors contained in this Agreement, or any of the agreements, certificates, documents, exhibits or schedules delivered in connection with this Agreement; (b) the failure to comply with, or the breach or default by any Vendor of any of the covenants, warranties or agreements made by that Vendor contained in this Agreement, or any of the agreements, certificates, documents, exhibits or schedules delivered in connection with this Agreement; (c) any pending or threatened litigation, claims, investigations, inquiries, regulatory audits or assessments, or other similar proceedings against Purchaser and/or the Company and/or its or their directors, officers, shareholders, employees, agents or representatives, as well as any future litigation, claims, investigations, inquiries, regulatory audits or assessments, or other similar proceedings against the Purchaser and/or the Company and/or its or their directors, officers, shareholders, employees, agents or representatives that arise
Indemnification by Vendors. The Vendors, Cable Systems and Cable Systems USA agree to indemnify the Purchaser and agree to hold it harmless from any Losses incurred or suffered by the Purchaser arising from any breach of or any inaccuracy in any representation or warranty made by the Vendors, Cable Systems and Cable Systems USA pursuant to this Agreement and any breach of or failure by the Vendors, Cable Systems and Cable Systems USA to perform any covenant or obligation of the Vendors, Cable Systems and Cable Systems USA set out in this Agreement.
Indemnification by Vendors. Subject to Section 12.5 below, PCE, EUN, Szeged and PCM-BV, acting jointly and severally, shall defend, indemnify and hold harmless Purchasers and Segece - or at the discretion of Purchasers and/or Segece - any of the Contract Companies (and their respective successors, assigns and Affiliates) (individually, a "BUYERS INDEMNITEE", and collectively, the "BUYERS INDEMNITEES") from and against and in respect of any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") suffered or incurred by any Buyers Indemnitee which is caused by, resulting from or arising out of, related to, in the nature of:
Indemnification by Vendors. (a) Each of Vendors jointly (and not solidarily) agrees, subject to the other terms and conditions of this Article 9, to indemnify, defend and hold harmless Purchaser from all Losses by Purchaser as a result of (i) the inaccuracy of any representation or warranty of such Vendor contained in Section 3.1; and (ii) any breach by such Vendor of any covenants or agreement to be performed by it pursuant to this Agreement. Minority Vendor Groups jointly (and not solidarily) on the basis of their respective Pro Rata Share, agree, subject to the other terms and conditions of this Article 9, to indemnify, defend and hold harmless Purchaser from all Losses by Purchaser as a result of the inaccuracy of any representation or warranty of Minority Vendors contained in Section 3.3. In addition, Vendor Groups jointly (and not solidarily) on the basis of their respective Pro Rata Share, agree, subject to the other terms and conditions of this Article 9, to indemnify, defend and hold harmless Purchaser from all Losses by Purchaser as a result of the inaccuracy of any representation or warranty of Vendors contained in Section 3.2 or as a result of the matters disclosed in Section 9.2(a) of the Disclosure Letter. Notwithstanding the foregoing, (A) as concerns each of Ariel, ArielCo and Pega Trust’s indemnification obligations under this Section 9.2(a), Ariel, ArielCo and Pega Trust shall be bound solidarily, (B) as concerns each of Exxxxxx and EGB Trust’s indemnification obligations under this Section 9.2(a), Exxxxxx and EGB Trust shall be bound solidarily, and (C) as concerns each of Fady and Fady Trust’s indemnification obligations under this Section 9.2(a), Fady and Fady Trust shall be bound solidarily.
Indemnification by Vendors. (a) General - Subject to Section 7.4 hereof, Vendors jointly and severally covenant and agree to defend, indemnify and hold Purchaser and the Company, its and their officers, directors, shareholders and subsidiaries, harmless for, from and against any and all damages, losses, liabilities (absolute and contingent), fines, penalties, costs and expenses (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense or settlement of any claim covered by this indemnity) with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action or cause of action that Purchaser and/or the Company, its and their officers, directors, shareholders and
Indemnification by Vendors. Each of the Vendor jointly and severally covenants and agrees with the Purchaser to defend, indemnify and save harmless the Purchaser and the Company from and against:
Indemnification by Vendors. In accordance with the procedures in Section , each of the Vendors agrees severally and individually to indemnify the Purchaser and its directors, officers, employees, agents, and representatives against and agrees to hold the Purchaser and its directors, officers, employees, agents, and representatives harmless from any and all damages, claims, losses, liabilities, fines, penalties and expenses incurred or suffered by the Purchaser or its directors, officers, employees, agents, and representatives arising out of:
Indemnification by Vendors. Provided Closing occurs, and subject to Sections 4.2 and 4.4, and 5.3 to 5.7, inclusive, Vendors shall be liable to Purchaser for and, as a separate and independent covenant, shall indemnify, defend and save harmless the Purchaser Group and its Related Parties and Representatives from and against any and all Losses and Liabilities suffered or incurred by any of them and from and against all Claims made against any of them as a result of:
Indemnification by Vendors. Subject to Section 7.5, the Vendors covenant and agree with the Purchaser to indemnify and save harmless the Purchaser from and against any claim, demand, action, cause of action, damage, loss, cost, liability or expense (including professional fees and disbursements) (the "LOSSES") which may be made or brought against the Purchaser, or which it may suffer or incur in respect of, as a result of, or arising out of:
Indemnification by Vendors. Subject to the other terms and conditions of this Article 9, the Vendors will severally (and not jointly, or jointly and severally), defend, indemnify and hold harmless Pioneer, its affiliates and their respective shareholders, directors, officers and employees (collectively the “Pioneer Indemnified Parties”) from and against all Damages arising from or relating to any:
