Indemnification Obligation of Sellers. Subject to the provisions of this Article 11 (including Section 11.2), from and after the Effective Time, Sellers, severally and not jointly, agree to indemnify, defend and hold harmless Buyer and the other members of the Partnership Parties and its and their officers, directors (or equivalents), employees, contractors, agents and any other Representatives, including, for the avoidance of doubt, the officers, directors and employees of the General Partner (collectively, “Buyer Group”) from and against any and all Losses incurred by Buyer Group which result from, relate to or arise out of the following:
Indemnification Obligation of Sellers. From and after the Closing, and subject to the other provisions of this Article VII, Sellers shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, agents and employees (each, a "Buyer Indemnitee" and collectively the "Buyer Indemnitees") from and against all Losses incurred or suffered by any Buyer Indemnitee relating to, resulting from or arising out of (a) any inaccuracy in any of the representations and warranties made by Seller in Section 4.1 of this Agreement, (b) a breach by Sellers of any covenant of Sellers contained in this Agreement, which covenant requires performance by such Seller at or after the Closing, and (c) any of the Retained Liabilities.
Indemnification Obligation of Sellers. 50 Section 10.3
Indemnification Obligation of Sellers. (a) Each of the Sellers (other than Rotterdam) severally, and Rotterdam, jointly and severally, agree to indemnify Buyer and its affiliates, stockholders, officers, directors, employees, agents, representatives and successors and assigns (collectively, the "Buyer Indemnitees") in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligation of Sellers. From and after the Closing, subject to the provisions of this Article VII, Sellers shall, on a joint and several basis, indemnify Buyer and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each, a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) against, be liable to the Buyer Indemnitees for, and hold each Buyer Indemnitee harmless from any and all Losses incurred by such Buyer Indemnitee to the extent arising out of any of the following:
Indemnification Obligation of Sellers. (a) Subject to the provisions of subparagraphs (b) through (d) hereof and Section 10.8, each of the Sellers jointly and severally agree to indemnify Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representatives and successors and assigns (collectively, the "Buyer Indemnitees") in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligation of Sellers. (a) Each of the Sellers agrees to indemnify Buyer and its affiliates, stockholders, officers, directors, employees, agents, representatives and successors and assigns (including, from and after the Closing, the Company) (collectively, the "Buyer Indemnitees") in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, such Seller's Allocable Share of any Losses which any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligation of Sellers. (a) Subject to the limitations hereinafter set forth in this Section 14, each Seller hereby agrees that he will, severally, and not jointly with any of the other Sellers, indemnify and hold harmless Buyer and its directors, officers, employees, agents and successors and assigns (collectively, including Buyer, the "Buyer Group") from and against any and all claims, actions, suits or other proceedings brought against and any liabilities, damages, Taxes, costs and expenses (collectively, "Buyer Liabilities"), including, without limitation, reasonable attorneys' fees, incurred by any of the members of the Buyer Group that arise from:
Indemnification Obligation of Sellers. Sellers agree to indemnify and hold harmless the Purchaser, its managers, members, agents, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and all costs and expenses of enforcing this right of indemnification against Sellers) and penalties, if any, arising out of or based on or with respect to the breach of any representation or warranty made by Sellers in this Agreement or the operation of the business of the Company, including the operation of the System, prior to Closing. The indemnities contained in this Section 6.2 shall survive the Closing (i) for a period equal to twenty-four months, with respect to the breach of any representation or warranty made by Sellers in this Agreement (other than any representation or warranty made by Sellers in Section 3.3 regarding State and Federal tax returns and related tax payments), and (ii) until the expiration of the applicable statute of limitations with respect to the operation of the business of the Company, including the operation of the System, prior to Closing or with respect to the breach of any representation or warranty made by Sellers in Section 3.3 regarding State and Federal tax returns and related tax payments. *** Confidential Treatment Requested 11 Exhibit 10.65(a)
Indemnification Obligation of Sellers. (a) Subject to Sections 9.1(b) and (c) hereof, each Seller, jointly and severally, agrees to indemnify and hold harmless ITI and its Affiliates and the successors, assigns, officers, directors, partners, employees, servants and agents of any of them (the "ITI Indemnified Parties"), promptly upon demand at any time and from time to time, from and against any and all losses, Liabilities, actions, causes of action, damages, costs, expenses (including, without limitation, reasonable fees and disbursements of counsel), charges, claims, liens and other obligations whatsoever (collectively "Losses") arising out of or in connection with any inaccuracy of any representation or any breach of any warranty, covenant or agreement made by Sellers in this Agreement.
