Indemnification of Seller Parties. 8.2.1 From and after the Effective Time, Buyer shall indemnify the Seller Parties and their Affiliates and each of their respective stockholders, directors, officers, employees and agents (collectively, the “Seller Indemnitees”) against and hold the Seller Indemnitees harmless from:
Indemnification of Seller Parties. Subject to the other provisions of this Article 7, from and after the Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates, directors, officers, managers and Representatives (the “Seller Parties”) from and against and in respect of any and all Damages sustained, incurred or paid by a Seller Party that arise or result from:
Indemnification of Seller Parties. Subject to the other provisions of this ARTICLE 9, Xxxxxxxxx agrees to indemnify each Seller Party and their respective directors, managers, officers, employees, equity holders, successors and assigns (the “Seller Indemnified Persons”), and agrees to defend and hold harmless the Seller Indemnified Persons, from and against any and all Damages suffered or incurred by any such Seller Indemnified Person with respect to, arising from or in connection with: (a) any breach or inaccuracy of any of the representations or warranties by Purchaser in this Agreement; (b) any breach or non-fulfillment of any covenant to be performed by Purchaser as expressly set forth in this Agreement; or (c) Fraud.
Indemnification of Seller Parties. Subject to, and only to the extent provided in, this Article 10, from and after the Closing, Buyer will indemnify and defend the Seller Parties against, and hold the Seller Parties harmless from, all Losses incurred or suffered by any Seller Party to the extent caused by: (a) a breach by Buyer of any representation or warranty in Article 4; or (b) a breach, non-fulfillment, or nonperformance by Buyer of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement.
Indemnification of Seller Parties. Buyer shall indemnify, defend and hold harmless the Seller Parties from, against and in respect of any and all Losses resulting from any inaccuracy in, misrepresentation or breach of any representation or warranty, or any breach or non-fulfillment of any agreement, covenant or obligation to be performed by Buyer made or given in or with respect to this Agreement.
Indemnification of Seller Parties. Buyers shall, jointly and severally, defend, indemnify and hold harmless Sellers and Stockholders from and against any and all Losses related to, caused by or arising from any (a) Assumed Liability, or (b) misrepresentation, breach of warranty or failure to fulfill any covenant or agreement contained herein by Buyers or in any other agreement, instrument or other document delivered pursuant hereto by Buyers, and any and all claims made based upon facts alleged that, if true, would have constituted any such misrepresentation, breach or failure. All rights herein are cumulative and are in addition to all other rights and remedies which are otherwise available. All indemnification obligations shall be deemed made in favor of and shall include Losses incurred by, any of Sellers’ or Stockholder’s officers, directors, agents, representatives, subsidiaries, parents, affiliates, successors and assigns.
Indemnification of Seller Parties. Buyer shall defend, indemnify and hold harmless Seller from and against any and all Losses related to, caused by or arising from any (i) Assumed Liability or (ii) any misrepresentation with respect to Sections 5.1, 5.2 and 5.3. All rights herein are cumulative and are in addition to all other rights and remedies which are otherwise available. All indemnification obligations shall be deemed made in favor of and shall include Losses incurred by, any of Seller’s officers, directors, agents, representatives, subsidiaries, parents, affiliates, successors and assigns. Absent fraud or intentional misrepresentation on the part of Buyer, the aggregate liability of Buyer for any Losses shall not exceed the Purchase Price.
Indemnification of Seller Parties. 47 12.3 Claims...........................................................47 12.4
Indemnification of Seller Parties. Subject to the terms and conditions of this Article 12, each of the Buyer Parties agrees to indemnify and hold harmless the Seller Parties and their respective successors and permitted assigns and their respective Affiliates, on an after-tax basis, against and in respect of any and all Damages resulting or arising from any of the following, whether pursuant to a guarantee made to a Significant Party by a Seller or AWS or otherwise: (a) any failure by any Buyer Party to perform or otherwise fulfill or comply with any provision of this Agreement or any Related Agreement, (b) any breach or violation of any representation or warranty of a Buyer Party hereunder or under any Related Agreement and (c) all liabilities arising out of or relating to the Company (except for such matters as Sellers are required to indemnify the Buyer Parties pursuant to Section 12.1).
Indemnification of Seller Parties. 28 SECTION 12.3 NOTIFICATION AND DEFENSE OF CLAIMS.................................. 29 SECTION 12.4 LIMITATIONS ON CLAIMS............................................... 30 SECTION 12.5 INVESTIGATIONS...................................................... 31 SECTION 12.6
