Indemnification Obligations of the Company. The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities participating in an offering pursuant to this Agreement, its officers, directors, partners, employees, advisors and agents and each Person that controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment or supplement thereto relating to such offering or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers, directors, partners, employees, advisors and agents and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.
Indemnification Obligations of the Company. Notwithstanding the Closing, the Company covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to:
Indemnification Obligations of the Company. The Company shall, indemnify, defend and hold harmless the Purchaser from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty made by the Company in this Agreement, whether such representation and warranty is made as of the date hereof or as of the Closing Date; or (ii) any breach of any covenant, agreement or undertaking made by any Company in this Agreement. The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Purchaser described in this Section 8.1 as to which the Purchaser is entitled to indemnification are collectively referred to as “Purchaser Losses”.
Indemnification Obligations of the Company. BarMedit and BarMedit Sub. Each of the Company, BarMedit and BarMedit Sub, jointly and severally, agrees to and will indemnify, defend and hold Bartech (including for purposes of this Article VII, each officer, director, employee, stockholder, agent and representative of Bartech) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (hereinafter collectively referred to as "Damages"), imposed upon or incurred by Bartech by reason of or resulting from or arising out of a breach of any representation, warranty, covenant or agreement of them contained in any Transaction Document.
Indemnification Obligations of the Company. The Company shall indemnify, defend and hold harmless each Cabela Family Seller against its Proportionate Percentage of all Losses, together with all reasonable costs and expenses (including legal and accounting fees and expenses) related thereto or incurred in enforcing this Article 7, (a) resulting from, arising out of, relating to, in the nature of, or caused by, the untruth, inaccuracy or breach of any of the representations or warranties of the Company contained in this Agreement or any closing certificate delivered by the Company under Article 5, (b) resulting from, arising out of, relating to, in the nature of, or caused by, the breach of any covenant or agreement of the Company contained in this Agreement or any closing certificate delivered by the Company under Article 5, or (c) with respect to any Liability for any brokers’ or finders’ fees or compensation owing or alleged to be owing from each Cabela Family Seller in connection with the transactions contemplated by this Agreement due to the engagement by, or any other act of, the Company.
Indemnification Obligations of the Company. The Company agrees to and -------------------------------------------- will indemnify, defend and hold Bartech (including for purposes of this Section 4, each officer, director, employee, stockholder, agent and representative of Bartech) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (hereinafter collectively referred to as "Damages"), imposed upon or incurred by Bartech by reason of or resulting from or arising out of a breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement.
Indemnification Obligations of the Company. Subject to Section 2.12(a), the Company shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS any Person from and against any and all Damages suffered by such Person as a result of, caused by, or arising out of such Person’s being (or being threatened to be made) a party to, or involved in, any threatened, pending or completed Action, any appeal of any Action or any inquiry or investigation that could lead to any Action, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Member (including the Operator) of the Company or a member of the Company Board (or a committee of the Company Board), or while such Person is or was serving at the request of the Company Board as a director, officer, partner, venturer, member, trustee, employee, agent or similar functionary of another foreign or domestic entity or other enterprise, to the extent the Action relates to any such above-described relationships with, status with respect to, or representation of any such Person, to the fullest extent permitted by Law, as the same exists or may hereafter be amended; provided, however, that the Company shall have no defense or indemnity obligations to any Person under this Section 2.12(d) to the extent the Action is covered by any indemnity obligation of such Person under Section 2.12(b) or 2.12(c). The Company may (but shall have no obligation to) advance expenses to, and reimburse the expenses of, any Person to which the Company owes any defense or indemnity obligation pursuant to this Section 2.12(d).
Indemnification Obligations of the Company. In addition to all rights and remedies available to the Investors at law or in equity, the Company shall indemnify, defend and hold harmless each of the Investors and each subsequent holder of the Shares, and their respective parents, subsidiaries, shareholders, officers, directors, partners, employees, agents, representatives, Affiliates, Associates, successors, heirs and assigns (all of the foregoing are collectively referred to as the “Indemnified Parties”) from and against, and pay on behalf of or reimburse such Indemnified Party as and when incurred with respect to, all Proceedings, Judgments, Obligations, losses, damages, settlements, assessments, deficiencies, Taxes, fines and costs and expenses, whether or not arising out of any claims by or on behalf of any third party, including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”), which any such Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of any of the following:
Indemnification Obligations of the Company. Subject to the provisions of Section 9.5 below, the Company will indemnify, defend and hold harmless the Purchaser 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 "Purchaser 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 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 the Company. Subject to the limitations in Section 12.5(a), the Company will indemnify, defend and hold harmless the Purchaser and its Affiliates, each of their respective officers, directors and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of actual out-of-pocket losses attributable to any and all claims, liabilities, 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 of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
