Indemnification Obligations of the Seller. From and after the Closing and during the applicable survival periods, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from:
Indemnification Obligations of the Seller. (1) Subject to the other provisions of this Article 7, the Seller shall indemnify and hold harmless the Purchaser and its Affiliates and, to the extent named in any Third Party Action, any of the Purchaser's or its Affiliates' employees (other than Transferring Employees themselves with respect to their actions or inactions on or prior to their Employment Transfer Date), officers or directors (collectively, the "PURCHASER INDEMNITEES") from and against any Losses that any Purchaser Indemnitee may suffer, sustain or become subject to, as a result of:
Indemnification Obligations of the Seller. From and after the Closing, the Seller and shall indemnify and hold harmless Purchaser, each of its 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 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 Excluded Liability or any and all other liabilities and obligations of the Seller of any nature whatsoever, except the Assumed Obligations; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other Proceedings or investigations against any Purchaser Indemnified Party that relate to the Seller or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Seller or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of the Seller; (c) any breach of any representation, warranty, covenant, agreement or undertaking made by the Seller or in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by the Seller to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller's Ancillary Documents"); or (d) any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or the Seller's Ancillary
Indemnification Obligations of the Seller. From and after the Closing, and except with respect to Taxes, the Seller will indemnify, defend and hold harmless the Buyer Parent and the Buyer Sub, any parent, Subsidiary, associate, Affiliate, shareholder or Representative of any of the foregoing Persons, and their respective representatives, successors and permitted assigns (in each case other than the Seller, any Seller Stockholder or any beneficiary of any Seller Stockholder that is a trust, solely in their capacity as such) (all referred to individually as a “Buyer Indemnified Party” and collectively as the “Buyer Indemnified Parties”) from and against and pay on behalf of or reimburse such party in respect of, all losses, liabilities, demands, claims, actions or causes of action, costs, damages, judgments, debts, settlements, assessments, deficiencies, penalties, fines or expenses, whether or not arising out of any claims by or on behalf of a third party, including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement (collectively, “Losses”) that any Buyer 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 Seller. The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates, each of their respective officers, -52- 57 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 Seller. From and after the date hereof and subject to the provisions of this section 8, the Seller shall indemnify the Purchaser and hold harmless the Purchaser from and against any Damages actually suffered, paid or required to be paid by the Purchaser as a result of (i) any inaccuracy or breach of any representation or warranty set forth in section 6, or of (ii) any breach of any covenant, agreement or other undertaking of the Seller contained in this Agreement.
Indemnification Obligations of the Seller. The Seller (and the -------------------------------------------- Corporation prior to the Second Closing Date) shall, jointly and severally, indemnify, defend and hold harmless Purchaser and its affiliates, officers, directors, employees, agents and representatives and the heirs, executors, successors and assigns of any of the foregoing (the "Purchaser Indemnified --------------------- Parties") 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) 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 the Seller. Subject to the limitations set forth in Section 7.2(c) hereof, the Seller shall, indemnify the Purchaser, its members, directors, officers, employees, and agents (collectively hereinafter referred to as the “Purchaser Indemnified Parties”), and save and hold the Purchaser Indemnified Parties harmless against and pay on behalf of or reimburse such Purchaser Indemnified Parties as and when incurred for any loss, Liability, Action, cause of action, cost, damage or expense, Tax or diminution in value (including interest, penalties, reasonable attorneys’, consultants’ and experts’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing or in asserting, preserving or enforcing their rights hereunder) (collectively, “Losses”), which any Purchaser Indemnified Party may suffer as a result of: (i) any breach of any representation or warranty made by Seller or the Shareholders in this Agreement or any other Transaction Document; (ii) any breach by Seller or the Shareholders of any covenant or obligation of Seller or the Shareholders under this Agreement; (iii) any Excluded Liability or Excluded Asset; (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller or the Shareholders (or any Person acting on their behalf) in connection with the transactions contemplated herein; and (v) any claim or Action involving Seller that is pending as of the Closing Date, or arises after Closing with respect to matters that occurred prior to Closing with regard to the Business or the Purchased Assets or any Excluded Assets. Notwithstanding the foregoing, the Deductible and Indemnification Cap shall not apply to any claim or Action relating to or arising out of the DNR matter identified in Section 3.6(a) hereof and Seller shall remain solely liable for any and all fines or other monetary obligations resulting from said DNR matter.
Indemnification Obligations of the Seller. Seller shall indemnify the Purchaser and its Affiliates, shareholders, partners, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) and save and hold each of them harmless for any loss, liability, action, cause of action, cost, damage or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in, defense or settlement of any of the foregoing) (collectively, “Losses”, and each a “Loss”), which any such Purchaser 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 the Seller. From and after the Closing, subject to the limitations set forth in Sections 5.2.2 and 5.2.3, the Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including, after the Closing, the Company), and each of its and their officers, directors, employees, agents, representatives, successors and permitted assigns (each an “Indemnitee”), from and against, all Losses which any Indemnitee may suffer, sustain or become subject to, as and when incurred, as a result of:
