Indemnification by Warrantors. Effective at and after the First Closing, each of the Warrantors hereby, jointly and severally, indemnifies each Investor, its Affiliates and their respective successors and assignees (each, a “Indemnified Party”) against and agrees to hold each Indemnified Party harmless from any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely among the parties hereto) (the “Damages”), incurred or suffered by each Indemnified Party arising out of, relating to or in connection with, directly or indirectly:
Indemnification by Warrantors. From and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, claims, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection with the investigation or defense of any of the same or in responding to or cooperating with any governmental investigation), interest, awards, judgments, fines and penalties suffered or incurred by the Purchaser Indemnitees (hereinafter “Losses”) arising out of:
Indemnification by Warrantors. Following the Closing, the Warrantors hereof jointly and severally undertake to fully indemnify and hold harmless each of the Purchaser and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each an “Purchaser Indemnified Party”) 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) (each, a “Loss”) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them), arising out of or resulting from:
Indemnification by Warrantors. Subject to Section 9.1, without limiting any other remedy the Purchaser may have, from and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, claims, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection with the investigation or defense of any of the same or in responding to or cooperating with any governmental investigation), fines and penalties suffered or incurred by the Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) (hereinafter “Losses”), arising out of or relating to:
Indemnification by Warrantors. Subject to the limitations on indemnities set forth in Section 8.06, from and after the Closing, each of the Warrantors shall, severally and jointly, indemnify and hold harmless Purchaser and its Affiliates (including, for the avoidance of doubt, the Company from and after the Closing) and their respective directors, officers, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) from and against any and all Indemnifiable Losses, directly or indirectly, resulting from or relating to:
Indemnification by Warrantors. Each Warrantor hereby agrees to, jointly and severally, indemnify and hold harmless each Series D Investor, and its Affiliates, directors, officers, agents and assigns (each, an “Indemnitee”), from and against any and all Indemnifiable Losses, resulting from, or arising out of or due to (i) any breach of any representation or warranty made by any of the Warrantors in or pursuant to this Agreement; and (ii) any failure by the Warrantors to comply with any covenant or agreement contained in this Agreement or any other Transaction Documents.
Indemnification by Warrantors. Subject to Section 10.6, the Warrantors jointly and severally agree to reimburse, indemnify, and hold SEi, harmless from and against any and all demands, claims, actions, suits, liabilities, losses, judgments, costs and expenses (including, without limitation, the cost of any response action and any reasonable consultants' and attorneys' fees) but excluding any claims for special, indirect or consequential damages relating to, resulting from, or arising out of:
Indemnification by Warrantors. From and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless (to the fullest extent permitted by applicable Law) the Purchaser Indemnitees from and against all Purchaser Losses directly arising out of or relating to:
Indemnification by Warrantors. (a) From and after the Closing, subject to the other provisions of this Article VIII, Warrantors hereby indemnify Investor and its officers, directors, employees and Affiliates and the Relevant Companies (collectively, the “Indemnified Investor Persons”) and to hold each of them harmless from and against, any and all Damages suffered, paid or incurred by such Indemnified Investor Person and caused by (i) any breach of any of the representations and warranties made by the Existing Shareholder and the Guarantor to the Investor in Article III, (ii) any breach of any of the representations and warranties made by the Warrantors to Investor in Article III or Article IV or (iii) any other breach by the |Warrantors of this Agreement.
Indemnification by Warrantors. The Warrantors (each, a “Indemnifying Warrantor Party”) shall, jointly and severally, indemnify, defend and hold harmless PAG, each of its Affiliates and their respective officers, directors, advisors, agents and employees (each a “Indemnified PAG Party”) from and against any losses, claims, damages, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and any taxes or levies that may be payable by such Person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “Losses”) resulting from or arising out of any breach by any Indemnifying Party of any Collective Warranty, covenant or agreement in this Agreement or any other Basic Document.
