Indemnification Obligations of Sellers. Sellers jointly and severally shall indemnify, defend and hold harmless Buyer and its Affiliates, and, effective as of the Closing, without duplication, the Companies, 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 "BUYER INDEMNIFIED PARTIES") from, against and in respect of any and all claims, liabilities (whether asserted or unasserted, absolute or contingent), obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs and expenses of investigation and reasonable attorneys' fees and expenses) arising out of or relating to (a) any breach or inaccuracy of any representation or warranty made by Sellers in Article III of this Agreement (without giving effect to "Material Adverse Effect" or "in all material respects" qualifications contained in Article III of this Agreement other than those contained in Section 3.6) (other than a breach or inaccuracy of any representation or warranty under Section 3.16), (b) any breach or nonperformance of any covenant, agreement or undertaking of Sellers in this Agreement other than Seller's obligations under Section 5.6 to use its reasonable best efforts to satisfy the closing condition in Section 6.3(f) and (c) the agreements listed on SCHEDULE 3.7. Notwithstanding the preceding sentence, the indemnification or indemnification procedures provided for under this Section 9.1 shall not apply to Tax matters, which shall be governed exclusively by Section 5.7. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Buyer Indemnified Parties described in this Section 9.1 as to which the Buyer Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "BUYER LOSSES."
Indemnification Obligations of Sellers. Notwithstanding any other -------------------------------------- provision of this Agreement, Sellers shall jointly and severally defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns 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 Sellers. Sellers shall, jointly and severally, indemnify, save and keep harmless Purchaser and TCP II and each of their respective successors and permitted assigns 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 Sellers. Subject to the provisions of this Article VII, from and after the Closing, Sellers shall, jointly and severally, indemnify, defend and hold harmless each of the Buyer Indemnified Parties from and against and pay on behalf of and reimburse each Buyer Indemnified Party for any and all Losses incurred, suffered, sustained or required to be paid by any Buyer Indemnified Party arising out of, resulting from or related to:
Indemnification Obligations of Sellers. Subject to the limitations set out in this Article IX, each Seller, severally and not jointly, shall indemnify, defend and hold harmless Parent Group, its respective officers, directors, agents, partners, shareholders, members, attorneys, accountants, representatives and successors, each in their capacity as such (collectively, the “Parent Indemnified Parties”) from, against and in respect of its Pro Rata Shares of any and all damages, losses, charges, and liabilities, but excluding any Excluded Damages (collectively, “Losses”) imposed on, sustained, incurred or suffered by them resulting solely from (i) a breach of any of the Seller Fundamental Representations or (ii) any of the Specified Matters, or (ii) any fraud or Willful Breach by the Sellers solely with respect to any Seller representations in Article V (each, a “Seller Claim”).
Indemnification Obligations of Sellers. After the Closing, each Seller shall jointly and severally indemnify Buyer, the Company and their respective Affiliates, officers, directors, employees, successors and permitted assigns (other than Sellers) (collectively, “Buyer Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse Buyer Indemnified Parties as and when incurred for any loss, liability, action, cause of action, cost, damage, Tax or expense, whether or not arising out of third party claims (including (i) the present value of any tax benefits foregone as a result of Buyer’s inability to make the Section 338(h)(10) Election due to a breach of any representations, warranties or covenants of any Seller or the Company and (ii) interest, penalties, reasonable attorneys’, consultants’ and experts’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing and after deducting all insurance proceeds in connection with any of the foregoing) (collectively, “Losses”, and each a “Loss”), which any Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
Indemnification Obligations of Sellers. From and after the Closing, subject to the Liability Limits and Section 7.3(b), Sellers shall jointly and severally indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Loss directly arising out of:
Indemnification Obligations of Sellers. CQ and CQ UK will, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages (at equity or law), whenever arising or incurred (including reasonable attorneys’ fees and expenses) arising out of or relating to:
Indemnification Obligations of Sellers. Each Seller will jointly and severally indemnify, defend and hold harmless each Buyer and its 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 "Buyer Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and actual 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 Sellers. 44 7.3 Indemnification Obligations of Buyer and Merger Sub............. 44 7.4
