Indemnification Obligations of the Buyer. (a) The Buyer will indemnify and hold harmless the Seller and its Affiliates and each of their respective officers, directors, employees, agents and representatives (the “Seller 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 damages of any kind or nature whenever (hereinafter "
Indemnification Obligations of the Buyer. The Buyer 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) (including amounts paid in settlement and reasonable attorneys’ fees and expenses) arising out of or relating to:
Indemnification Obligations of the Buyer. From and after the Closing, and except with respect to Taxes, the Buyer will indemnify, defend and hold harmless the Seller and any parent, Subsidiary, associate, Affiliate, trustee, shareholder or Representative of any of the foregoing Persons, and their respective representatives, successors and permitted assigns (all referred to individually as a “Seller Indemnified Party” and collectively as the “Seller Indemnified Parties”) from and against and pay on behalf of or reimburse such party in respect of, all Losses that any Seller Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, or relating to or by virtue of:
Indemnification Obligations of the Buyer. (a) From and after the Closing Date, subject to the applicable limitations set forth in this Article 7 the Buyer will indemnify, defend and hold harmless the Company and each of its Representatives and Affiliates and each of their respective heirs, executors, insurers, successors and assigns (collectively, the “Company Indemnified Parties”) from, against and in respect of any and all Losses arising out of or relating to:
Indemnification Obligations of the Buyer. The Buyer agrees to indemnify and hold harmless each Seller, their Affiliates, and their respective directors, officers, shareholders, subsidiaries, employees, agents, and representatives (each a "Seller Indemnified Person") from and against any and all Damages arising out of or resulting from (i) any breach of any representation, warranty, agreement or covenant by the Buyer or Merger Sub contained herein, or the failure to perform or observe any covenant or obligation required to be performed or observed by the Buyer or Merger Sub, in any Transaction Document to which the Buyer or Merger Sub is a party and (ii) any and all liabilities and obligations of the Surviving Corporation, any of its Subsidiaries, or with respect to the Mesa Assets, the ZP-I Assets, or the ZP-II Assets that arise solely with respect to the operation of their businesses or assets at any time from and after the Closing.
Indemnification Obligations of the Buyer. Subject to the limitations set forth in SCHEDULE 3 (Limitation of Indemnification), the Buyer shall indemnify and hold harmless the Seller from and against any and all Losses arising from any breach by the Buyer of the Buyer’s Warranties and covenants hereunder, and other obligations under the Transaction Documents.
Indemnification Obligations of the Buyer. Subject to the other terms and conditions of this Article 11, the Buyer shall indemnify and defend each Seller and his or its Affiliates (each, a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”) 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, any Seller Indemnified Party based upon, arising out of, with respect to, or by reason of:
Indemnification Obligations of the Buyer. Subject to the other provisions of this Article IV, from and after Closing, the Buyer agrees to defend, indemnify, and hold the Shareholders and their trustees and agents harmless from and against, and to reimburse the Shareholders and their trustees and agents with respect to, any and all Losses incurred by any of them by reason of or arising out of or in connection with:
Indemnification Obligations of the Buyer. 33 11.3 LIMITATIONS.......................................................33 11.4 ESCROW............................................................35 11.5
Indemnification Obligations of the Buyer. The Buyer agrees to ---------------------------------------- indemnify and hold harmless each Seller, their Affiliates, and their respective directors, officers, shareholders, subsidiaries, employees, agents, and representatives (each a "Seller Indemnified Person") from and against any and ------------------------- all Damages arising out of or resulting from (i) any breach of any representation, warranty, agreement or covenant by the Buyer or Merger Sub contained herein, or the failure to perform or observe any covenant or obligation required to be performed or observed by the Buyer or Merger Sub, in any Transaction Document to which the Buyer or Merger Sub is a party and (ii) any and all liabilities and obligations of the Surviving Corporation, any of its Subsidiaries, or with respect to the Mesa Assets, the ZP-I Assets, or the ZP-II Assets that arise solely with respect to the operation of their businesses or assets at any time from and after the Closing.
