Indemnification of the Buyers. Parent and the other Indemnified Persons shall be indemnified, defended and held harmless from and against any and all Liabilities and against all claims in respect thereof to the extent, and subject to the terms, conditions and limitations, set forth in the Escrow Agreement.
Indemnification of the Buyers. Notwithstanding any investigation by the Buyers or its representatives or any supplemental disclosure under Section 4.3, the Seller and Xxxxxx will, jointly and severally, indemnify and hold the Buyers, their Affiliates and their respective directors, officers, employees and agents (collectively, the "Buyer Parties") harmless from any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all court costs, litigation expenses and reasonable attorneys' fees (collectively, "Losses"), that any Buyer Party may suffer or incur as a result of or relating to:
Indemnification of the Buyers. Subject to the other terms of this Article 6, from and after the Closing, the Sellers and the Sellers’ Guarantors (collectively, the “Seller Indemnifying Parties”) shall, jointly and severally, indemnify the Buyers and their directors, employees, officers, equity holders, Affiliates, counsel and advisors (the “Buyer Indemnified Parties”) and hold them harmless against and in respect of any and all damages, losses, Taxes, expenses, costs, obligations and liabilities, including interest, penalties, out-of-pocket expenses, reasonable attorney’s, accountant’s, consultant’s and expert’s fees (collectively, “Losses”), which arise or result from or are based on (a) any breach of any of the representations or warranties contained in Article 2, Section 8.18(c) or contained in any certificate delivered at the Closing by the Sellers pursuant to this Agreement (in each case determined without giving effect to any “Material Adverse Effect”, “materiality”, or similar qualification, other than with respect to Section 2.6(e) and except that the definition of Material Contracts and the use of such defined term herein shall be read without excluding such qualifications for purposes of this Section 6.2), (b) the failure of the Sellers or the Sellers’ Guarantors to perform any of their covenants or agreements contained herein, or (c) the Excluded Liabilities. The indemnification obligations of the Seller Indemnifying Parties under Section 6.2(a) of this Agreement, however, shall be subject to the following limitations and conditions:
Indemnification of the Buyers. From and after the Effective Time, subject to the other provisions of this Article VII, Seller shall indemnify and hold the Buyers and the Buyers’ respective Affiliates and each of their respective directors, officers, managers, employees, agents and other Representatives (in their capacities as such) (collectively, the “Buyer Indemnitees”) harmless from and against any and all Damages suffered by the Buyer Indemnitees as a result of, caused by, arising out of, or in any way relating to:
Indemnification of the Buyers. The Seller shall indemnify and hold the Buyers and its affiliates, shareholders, directors, officers, employees, agents, representatives and insurers (together with the Buyers, the "Buyer Parties") harmless from and against any and all Damages suffered by the Buyer Parties as a result of, caused by, arising out of, or in any way relating to subject to Section 7.2, any breach of a representation or warranty of the Buyer pursuant to the terms of this Agreement or the Constituent Documents or (ii) any nonfulfillment of any material agreement or covenant on the part of the Seller under this Agreement or the Constituent Documents.
Indemnification of the Buyers. Each of the Sellers and USAI jointly and severally shall indemnify and hold harmless each of the Buyers and their Affiliates in respect of any and all claims, losses, diminutions in value, damages, liabilities, and expenses (including, without limitation, settlement costs and any legal or other expenses for investigating or defending any actions or threatened actions) incurred by any of the Buyers or their Affiliates in connection with each and all of the following together with interest on cash disbursements from the date of disbursement by any of the Buyers or their Affiliates in connection therewith at a fluctuating interest rate that is at all times equal to the prime rate in effect from time to time at Citibank (or similar financial institution) in New York on 90-day unsecured loans to substantial and responsible customers:
Indemnification of the Buyers. Except as otherwise provided in Article 8, Section 6.9, and Section 7.3, each of Seller Parties shall jointly and severally indemnify and hold harmless the Buyer Parties (including the US Company) their respective directors, officers, employees, stockholders, agents, successors and assigns (the "Buyer Indemnitees") from and against any and all Damages which may be asserted against or sustained or incurred by any Buyer Indemnitee in connection with, arising out of, or related to or resulting from:
Indemnification of the Buyers. From and after the First Closing, each of the Sellers agree, jointly and severally, to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs.
Indemnification of the Buyers. Each of the Sellers jointly and severally indemnify and hold harmless the Buyers and their Affiliates in respect of any and all claims, losses, diminutions in value, damages, liabilities, and expenses (including, without limitation, settlement costs and any legal or other expenses for investigating or defending any actions or threatened actions) incurred by the Buyers or their Affiliates in connection with each and all of the following together with Interest thereon:
Indemnification of the Buyers. (a) From and after the Closing Date, the Buyers shall be entitled to indemnification from the Seller as provided herein from and against any and all Losses and Expenses incurred by such Buyers in connection with or arising from:
