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
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 and Amanati, acting jointly and severally, shall defend, indemnify and hold harmless Purchaser - or at the discretion of Purchaser, any of the Transaction Companies - (and their respective successors, assigns and Affiliates) (individually, a 45 "PURCHASER INDEMNITEE", and collectively, the "PURCHASER 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 Purchaser Indemnitee which is caused by, resulting from or arising out of, related to, in the nature of:
Indemnification by Vendors. Vendors shall solidarily, without the -------------------------- benefit of division and discussion, (except as set forth in Section 3.3) indemnify and hold Purchaser harmless from and against any claims, demands, actions, causes of action, judgments, damages, losses (which shall include any diminution in value), liabilities, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys', and experts' fees and disbursements) (collectively, the "Losses") which may be made against Purchaser, the Corporation, Roche, the Subsidiaries or the Associated Companies or which any of them may suffer or incur as a result of, arising out of or relating to:
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. Subject to the other terms and conditions of this Article VIII, each Vendor shall severally, and not joint and severally, in accordance with such Vendor’s Pro Rata Portion, indemnify and defend each of Purchaser and Parent and each of their Affiliates (including the Corporation post-Closing) and their respective Representatives (collectively, the “Purchaser 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 Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Vendors. The Vendors jointly and severally covenant and agree with the Purchaser and the Corporation to indemnify and save harmless the Purchaser and the Corporation, from and against any claim, demand, action, cause of action, damage, loss (including lost profits), cost, liability or expense (including reasonable professional fees and disbursements) (a “Claim”) (including without limitation any liability based on an employee’s dismissal prior to Closing or other liability to any employee prior to Closing)which may be made or brought against the Purchaser or the Corporation or any one or more of them, or which they or any one or more of them may suffer or incur in respect of, as a result of, or arising out 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. The Vendors jointly and severally covenant and agree with the Purchaser and the Corporation to indemnify and save harmless the Purchaser and the Corporation, from and against any claim, demand, action, cause of action, damage, loss (including lost profits), cost, liability or expense (including professional fees and disbursements) (collectively, “Claims”) which may be made or brought against the Purchaser and the Corporation or any one or more of them, or which they or any one or more of them may suffer or incur in respect of, as a result of, or arising out of:
Indemnification by Vendors. The Vendors jointly and severally covenant and agree with the Purchaser and the Company to indemnify and save harmless the Purchaser, the Company (from and after the Closing), PAE, and the respective affiliates, subsidiaries, officers, employees, directors, agents or representatives (the “Purchaser Indemnitees”), from and against any claim, demand, action, cause of action, damage, loss (including lost profits), cost, liability or expense (including reasonable professional fees and disbursements) (collectively, “Claims”) which may be made or brought against the Purchaser Indemnitees or any one or more of them, or which they or any one or more of them may suffer or incur in respect of, as a result of, or arising out of:
