Indemnification Obligations of Purchaser. Notwithstanding the Closing, Purchaser covenants and agrees to indemnify, defend and hold the Company and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Seller Indemnitees”) harmless from and against all Damages sustained or incurred by any Seller Indemnitee arising from or related to:
Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless Seller and its subsidiaries and affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
Indemnification Obligations of Purchaser. Purchaser will indemnify and hold harmless Seller Indemnified Parties from, against and in respect of any and all Damages to the extent arising out of or relating to:
Indemnification Obligations of Purchaser. Purchaser shall ------------------------------------------- indemnify and hold harmless the Sellers and their heirs, executors, successors and assigns (the "Seller Indemnified Parties") from, against and in respect of -------------------------- any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless the Stepxx Xxxreholders and their respective agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Stepxx Xxxemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Stepxx Xxxemnified Party that relate to the Purchaser or Stepxx xx the extent the principal event giving rise thereto occurred after the Closing Date or which result from or arise out of any action or inaction after the Closing Date of the Purchaser or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of Purchaser; (b) any breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Purchaser to Stepxx xx connection with the matters contemplated hereby or pursuant to the provisions hereof (the "Purchaser Ancillary Documents"); or (c) any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by Purchaser in this Agreement or the Purchaser Ancillary Documents. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of Stepxx Xxxemnified Parties described in this Section 8.2 as to which Stepxx Xxxemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Stepxx Xxxses" and, together with Purchaser Losses, "Damages."
Indemnification Obligations of Purchaser. Subject to Sections ---------------------------------------- 10.5 and 10.8, Purchaser shall indemnify, defend, save and keep harmless Seller, the Transferring Subsidiaries and their respective directors, officers, shareholders and representatives and their successors and assigns (collectively, "Seller Indemnitees" and together with Purchaser Indemnitees, the "Indemnitees") against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
Indemnification Obligations of Purchaser. Purchaser shall indemnify and hold harmless the Seller Indemnitees from, against, for and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by a Seller Indemnitee by reason of, resulting from, based upon or arising out of any of the following:
Indemnification Obligations of Purchaser. In accordance with and subject to the provisions of this Article VIII, Purchaser shall indemnify Seller and each of its Affiliates and their respective Representatives against all Losses sustained or incurred, directly arising out of, relating to or in respect of any Third Party Claims in connection with (a) any breach of any of the representations or warranties of Purchaser contained in this Agreement or in any certificate delivered by Purchaser to Seller pursuant to the terms of this Agreement or (b) any breach of any of the covenants or obligations of Purchaser contained in this Agreement.
Indemnification Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) relating to, resulting from or arising out of:
Indemnification Obligations of Purchaser. Purchaser shall defend, indemnify, save and keep harmless each Seller and its affiliates (including the Company) and their respective officers, directors, shareholders, successors and permitted assigns (all such Persons are collectively referred to herein as the “Seller Indemnitees”) against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of: (a) any inaccuracy in or breach of any representation and warranty made by Purchaser in this Agreement; (b) any breach by Purchaser of, or failure by Purchaser to comply with, any of its covenants or obligations under this Agreement; and (c) any actions or omission taken by the Purchaser after the First Closing not in the control of the Sellers, including, without limitation, related to the issuance of additional units of the Company or Rhino GP or to indebtedness of the Company that is not repaid at or prior to the Second Closing (including, without limitation resulting from any default under the Credit Agreement resulting from consummation of the transactions contemplated by this Agreement).
