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. 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. 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. 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. 43 SECTION 8.4 Limitation on Indemnification Obligations..............................44 SECTION 8.5 Cooperation............................................................44 SECTION 8.6
Indemnification of Seller Indemnitees. Purchaser shall indemnify, save and keep Prandium and Seller and their 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 (including Damages arising out of Third Party Claims) sustained or incurred by any Seller Indemnitee, as a result of or arising out of:
Indemnification of Seller Indemnitees. Buyer and the Company shall indemnify and hold harmless Seller, its officers, directors, employees, attorneys, stockholders, controlling persons and affiliates (collectively the "Seller Indemnities") from and will pay to the Seller Indemnities the amount of any Damages (as defined in Section 9.3 below) arising, directly or indirectly, from or in connection with:
Indemnification of Seller Indemnitees. Subject to Sections 7.4, 7.6 and 7.7, from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless the Stockholder Representative and its respective successors and permitted assigns, and the officers, employees, directors and stockholders of the Stockholder Representative, Stockholders, Optionholders and Warrantholders and their respective heirs and personal representatives (collectively, the “Seller Indemnitees”) for, and will pay to the Seller Indemnitees the amount of any, Damages actually incurred by a Seller Indemnitee arising out of (a) any breach of any representation or warranty of Parent or the Merger Sub contained in this Agreement or any certificate delivered pursuant to this Agreement, or (b) any breach by Parent or Merger Sub of any of their covenants or agreements contained in this Agreement or any certificate delivered pursuant to this Agreement that survive the Effective Time or the Escrow Agreement.
