Indemnification of Seller Indemnified Parties. (a) From and after the Closing, Buyer shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, equity holders, agents and Representatives (each a “Seller Indemnified Party”) against and hold each Seller Indemnified Party harmless from any and all Losses suffered or incurred by any such Seller Indemnified Party arising from, relating to or otherwise in connection with:
Indemnification of Seller Indemnified Parties. Subject to the applicable provisions of Section 7.1 and Section 7.5, Buyer covenants and agrees to indemnify Seller and its members, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnified Parties”) against, and hold each Seller Indemnified Party harmless from and in respect of, all Damages to any Seller Indemnified Party that arise from, are based on or relate or otherwise are attributable to (i) any breach by Buyer of its representations and warranties set forth in this Agreement or in any certificates or documents delivered to Seller in connection with this Agreement, in each case without giving any effect to any materiality qualifiers with respect thereto with the exception of Section 4.7 for which such materiality qualifiers will be deemed to apply, (ii) the ownership, management, operation or use by Buyer of the Acquired Assets or the conduct of the Business by Buyer on and after the Closing, or (iii) any nonfulfillment of any covenant or agreement on the part of Buyer in this Agreement, and (iv) the Assumed Liabilities (each such liability, demand, claim, Action or cause of action, assessment, loss, damage, cost and expense being a “Seller Indemnified Loss”).
Indemnification of Seller Indemnified Parties. Subject to the other provisions of this Article IX, from and after the Closing, the Purchaser Parties shall indemnify the Sellers, their respective officers, directors, stockholders, managers, members and other Affiliates, and the respective successors of each of the foregoing (each, a “Seller Indemnified Party”), from and against Losses incurred by such Seller Indemnified Party after the Closing resulting from or arising out of:
Indemnification of Seller Indemnified Parties. Following the Closing, Buyer will indemnify, defend, and hold harmless Seller and its partners, officers, directors, employees, Subsidiaries and Affiliates (the “Seller Indemnified Parties”) from and against any and all Damages arising, directly or indirectly, from or in connection with (i) any failure of any representation or warranty made by Buyer in this Agreement or any closing certificate delivered pursuant to this Agreement to be true and correct as of the Closing (as if made anew at and as of the Closing), and (ii) the breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement.
Indemnification of Seller Indemnified Parties. Purchaser shall indemnify, defend and hold harmless Novoste and each Subsidiary and each of their respective directors, officers, employees, and agents (collectively, “Seller Indemnitees”) from and against any and all Damages that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claim or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Seller Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the following:
Indemnification of Seller Indemnified Parties. Subject to this Section 5.2 from and after the Closing Date, Buyer shall indemnify, defend and hold harmless Seller (collectively "Seller Indemnified Parties") in respect of, and Seller Indemnified Parties shall be entitled to payment and reimbursement from Buyer and its respective successors and assigns (collectively the "Buyer Indemnifying Parties") of the amount of all Losses suffered, incurred or paid by any Seller Indemnified Party by reason of, in whole or in part, or arising -27- from, in whole or in part, (a) any breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and (b) any misrepresentation or inaccuracy in, or breach of any, representation or warranty contained in Article 4 or in any certificate of Buyer delivered pursuant to Article 6. 5.2.3
Indemnification of Seller Indemnified Parties. Subject to the provisions of Sections 9.1 and 9.6, the Genesis Members covenant and agree that they, jointly and severally, will indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and in respect of, all Damages Claims that arise from, are based on, or relate or otherwise are attributable to (i) any breach of the representations and warranties of Genesis set forth in Article 4 or in certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of Genesis under this Agreement, or (iii) any liability under the Securities Act, the Exchange Act, or other applicable Governmental Requirement that arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating to Genesis, any Genesis Subsidiary, or any Genesis Member that is (1) provided to JWCFS or Newco or its counsel by Genesis or the Genesis Members, and (2) contained in any Form S-4 Document, or (B) any omission or alleged omission to state therein a material fact relating to Genesis, any Genesis Subsidiary, or the Genesis Members required to be stated therein or necessary to make the statements therein not misleading, and not provided to JWCFS or Newco by Genesis or the Genesis Members (each such Damages Claim being a "Seller Indemnified Loss").
Indemnification of Seller Indemnified Parties. (a) Subject to Section 8.4 and the other provisions of this Article VIII, from and after the Closing, the Purchaser hereby agrees to reimburse, defend, indemnify and hold the Seller and its Affiliates and their respective directors, officers, managers, members, shareholders, partners, employees agents, representatives, successors, permitted assigns and stockholders (collectively, the “Seller Indemnified Parties”), harmless from and against any and all Losses actually incurred by a Seller Indemnified Party after the Closing based upon, arising out of or resulting from:
Indemnification of Seller Indemnified Parties. From and after the Closing, Audiocodes and Parent shall indemnify the Bridge Note Holders and their Affiliates (each a “Seller Indemnified Party”) against and hold each Seller Indemnified Party harmless from any and all Losses suffered or incurred by any such Seller Indemnified Party arising from, relating to or otherwise in connection with:
Indemnification of Seller Indemnified Parties. Subject to the applicable provisions of Section 10.4, Buyer will indemnify in full, Seller and Seller’s Affiliates and the officers, directors, employees and agents of any of them (collectively, the “Seller Indemnified Parties”), and hold them harmless from and against, any and all Losses which they or any of them may suffer or incur, directly, regardless of when suffered or incurred and whether or not involving a claim by a Third Party, which arise or result from:
