Indemnification of Seller Indemnitees. Purchaser shall indemnify, save and keep Seller and its Affiliates, successors and permitted assigns, and their directors, officers, employees and agents, and the heirs, executors and personal representatives of each of the foregoing (each a "Seller Indemnitee" and collectively the "Seller Indemnitees"), harmless against and from all Damages sustained or incurred by any Seller Indemnitee as a result of or arising out of:
Indemnification of Seller Indemnitees. Buyer agrees to indemnify and hold the Seller Indemnitees (as defined below) harmless from and against:
Indemnification of Seller Indemnitees. From and after the Closing (but subject to Section 9.01), Buyer shall hold harmless, indemnify and defend each of the Seller Indemnitees from and against, and shall compensate and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of: any breach of any covenant or obligation of Buyer in this Agreement.
Indemnification of Seller Indemnitees. From and after the Closing, Buyer shall indemnify and defend Parent, Seller, their respective Affiliates, and their successors and assigns and each of the foregoing’s respective shareholders, members, officers, directors, employees and agents (collectively, the “Seller Indemnitees”; and together with the Buyer Indemnitees, the “Indemnitees”) against, and hold the Seller Indemnitees harmless from, any Losses based upon, related to, arising out of, or caused by (i) any inaccuracy in, or breach of, any representation or warranty made by Buyer in Section 4.2 (Authority), Section 4.3 (Enforceability), Section 4.8 (Brokers) and Section 4.10 (Solvency) (collectively, the “Buyer Fundamental Representations”) and (ii) any breach of, or failure to comply with, any covenant or agreement made by Buyer in this Agreement, which contemplates performance after the Closing or otherwise expressly by its terms survives the Closing.
Indemnification of Seller Indemnitees. Subject to the limitations contained in this Agreement, Buyer shall indemnify and hold harmless the Company (prior to Closing), the Sellers and the Holder Representative, and each of their respective directors, officers, employees, agents, representatives, stockholders, successors, assigns and Affiliates (collectively, “Seller Indemnitees”) from and against any and all Losses incurred by them in connection with, caused by or resulting or arising out of any breach or inaccuracy of any representation or warranty of Buyer or Merger Sub set forth in this Agreement or the certificate provided pursuant to Section 6.1.6, or any failure of Buyer, Merger Sub or the Surviving Corporation (but in the case of the Surviving Corporation, only with respect to covenants, obligations or other agreements to be performed following Closing) to perform any covenant, obligation or other agreement of Buyer, Merger Sub or the Surviving Corporation contained in this Agreement and the costs of enforcing any Seller Indemnitees’ rights hereunder (collectively “Seller Losses”).
Indemnification of Seller Indemnitees. Subject to the other terms of this Article 4, Seller and Parent and their respective successors and permitted assigns, and the officers, employees, directors and stockholders of Seller, Parent and their respective affiliates, agents and representatives (collectively, the “Seller Indemnitees;” and together with the Acquiror Indemnitees, the “Indemnitees”), shall be indemnified by ITS and Acquisition Sub for the amount of any Damages actually incurred by a Seller Indemnitee arising out of, relating to or resulting from, directly or indirectly, any:
Indemnification of Seller Indemnitees. Subject to the applicable provisions of this Article VII, from and after the Closing, Buyer and Buyer Parent will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) any breach by Buyer or Buyer Parent of its representations and warranties (or any alleged breach in connection with a Third-Party Claim) set forth in Article V; (b) any breach or nonfulfillment of any covenant or agreement on the part of Buyer or Buyer Parent under this Agreement; (c) any and all Transfer Taxes for which Buyer is responsible in accordance with Section 6.4(e) hereof and (d) ninety point one zero percent (90.10%) to 100% (based on percentage of Securities of the Company continued to be held by Selling Parties at such time) of any and all Taxes imposed on the Company or Amtran for any Tax period (or portion thereof) that begins after the Closing Date (determined in accordance with Section 6.4(b) for any Straddle Period) and (e) any information submitted prior to the Closing by Buyer or Buyer Parent to a Governmental Authority (including any information which not disclosed to such Governmental Authority, but which should have been properly disclosed) in connection with obtaining the Consent of such Governmental Authority to the transactions contemplated by this Agreement (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”).
Indemnification of Seller Indemnitees. 43 SECTION 8.4 Limitation on Indemnification Obligations..............................44 SECTION 8.5 Cooperation............................................................44 SECTION 8.6
Indemnification of Seller Indemnitees. (a) Subject to the limitations contained in this Agreement, from and after the Closing, Seller, and its directors, officers, employees, agents, representatives, stockholders, successors, assigns and Affiliates (collectively, “Seller Indemnitees”) shall be indemnified and held harmless by Buyer from and against any and all Losses incurred by them in connection with, caused by or resulting or arising out of (i) any breach or inaccuracy of any Buyer Fundamental Representation or the certification of such representations and warranties set forth in the certificate contemplated by Section 9.1, or (ii) any breach of or failure to perform any covenant, obligation or other agreement of Buyer, Holdings or Newco contained in this Agreement required to be performed by Buyer, Holdings or Newco and any inaccuracy in the certificate provided pursuant to Section 8.1 with respect to such covenants, obligations or other agreements (collectively “Seller Losses”).
Indemnification of Seller Indemnitees. 23 9.3 Method of Asserting Claims, Etc.................................24 9.4
