Indemnification of the Buyer Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, Seller shall indemnify and hold harmless each Buyer Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication (each such Third-Party Claim or Damage referred to in clauses (a) through (e) below being a “Buyer Indemnified Loss”):
Indemnification of the Buyer Indemnitees. (a) Subject to the terms of this Article VI, from and after the Closing, the Sellers, jointly and severally, shall indemnify, save and hold harmless Buyer and each of Buyer’s Affiliates (collectively, the “Buyer Indemnitees”), from and against any and all losses, Liabilities, claims, demands, Actions, causes of action, costs, damages, expenses or Taxes, deficiencies or diminution in value whether or not arising from or in connection with any third-party claims (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) (collectively, “Damages”), to the extent incurred in connection with, arising out of or resulting from:
Indemnification of the Buyer Indemnitees. Subject to Section 8.3 hereof, the Sellers hereby agree to severally, but not jointly, indemnify and hold the Buyer Indemnitees harmless from and against all Adverse Consequences arising out of, based upon or resulting from:
Indemnification of the Buyer Indemnitees. Each Shareholder agrees (severally but not jointly) to defend, indemnify and hold harmless Cyrk, its Subsidiaries (including, after the Effective Time, any Company) and their respective successors and assigns, employees, officers, directors and agents (individually, a "BUYER INDEMNITEE" and collectively, the "BUYER INDEMNITEES"), against and in respect of:
Indemnification of the Buyer Indemnitees. From and after the Closing, Buyer and its affiliates, equity holders, officers, managers, directors, employees and agents (collectively, the “Buyer Indemnitees”) shall be indemnified and held harmless by R/C for a percentage of any Damages equal to the percentage of the Aggregate Consideration received or to be received by R/C that any Buyer Indemnitee incurs by reason of the incorrectness, falsity or breach of the warranties and representations made by the Seller in Section 2.1 or Section 2.3(a).
Indemnification of the Buyer Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Seller shall indemnify and hold harmless each Buyer Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication (each such Third-Party Claim or Damage referred to in clauses (a) through (g) below being a “Buyer Indemnified Loss”): (a) any breach of any representations and warranties of the Seller set forth in Article II of this Agreement (but in any event with respect to this Section 8.2(a), disregarding any qualifications as to “materiality,” “Seller Material Adverse Effect,” “material adverse effect” or words of similar import contained in any such representation or warranty for purposes of determining both a breach and the amount of any Damages); (b) any breach or nonfulfillment of any covenant or agreement on the part of the Seller under this Agreement; (c) any breach of any representations and warranties of the Company set forth in Article III of this Agreement (but in any event with respect to this Section 8.2(c), disregarding any qualifications as to “materiality,” “Seller Material Adverse Effect,” “material adverse effect” or words of similar import contained in any such representation or warranty for purposes of determining both a breach and the amount of any Damages); (d) any breach or nonfulfillment of any covenant or agreement on the part of the Company under this Agreement that by its terms is to be performed by the Company at or prior to the Closing; (e) (i) any and all Taxes imposed on the Acquired Entities for any Pre-Closing Tax Period (as determined in accordance with Section 5.10(c) for Straddle Periods) and (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Acquired Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign Law, and (iii) any and all Taxes of any Person (other than the Acquired Entities) imposed on any of the Acquired Entities as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, (x) only if and to the extent that such Taxes are not taken into account in the final and binding Closing Working Capital, Closing Indebtedness, or Transa...
Indemnification of the Buyer Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Seller shall indemnify and hold harmless each Buyer Indemnitee against all Third-Party Claims and all Damages that arise from, are based on, result from or relate or otherwise are attributable to, without duplication: (a) breach of any representations and warranties of the Seller set forth in Article III (after taking into account any supplements to the Seller Disclosure Letter as contemplated by Section 5.15; (b) any breach or nonfulfillment of any covenant or agreement on the part of the Seller under this Agreement; (c) all Taxes respecting the Retained Assets for all taxable periods and all Taxes respecting the Assets which are allocable to periods prior to the Effective Time; and (d) the Retained Liabilities (each such Third-Party Claim or Damage referred to in this sentence being a “Buyer Indemnified Loss”).
Indemnification of the Buyer Indemnitees. (a) If the Closing occurs, subject to the terms of this Article IX, the Security Holders agree to indemnify and hold harmless the Acquired Companies, Buyer and its Affiliates (collectively, the “Buyer Indemnitees”) from and against, and pay to the Buyer Indemnities the amount of, or reimburse the Buyer Indemnitees for, any Losses incurred by the Buyer Indemnitees by reason of:
Indemnification of the Buyer Indemnitees. Subject to the applicable provisions of this Article VI, from and after the Closing, the Sellers, on a joint and several basis, shall indemnify each Buyer Indemnitee against, and hold each Buyer Indemnitee harmless from and in respect of, all Claims and Damages that arise from, are based on or relate to or otherwise are attributable to (each, a “Buyer Indemnified Loss”):
Indemnification of the Buyer Indemnitees. (a) If the Closing occurs, subject to the terms of this ARTICLE VII, the Sellers shall, on a joint and several basis, indemnify and hold harmless the Acquired Companies, Buyer, Amedisys and its Affiliates (collectively, the “Buyer Indemnitees”) from and against, and pay to the Buyer Indemnities the amount of, or reimburse the Buyer Indemnitees for, any Losses incurred by the Buyer Indemnitees by reason of:
