Indemnification Provisions for the Buyer’s Benefit. Subject to the other provisions of this ARTICLE XI, after the Closing, the Seller will, jointly and severally, defend, indemnify, and hold the Buyer and their Affiliates and each of their respective officers, directors, employees or agents (“Buyer Indemnified Persons”) harmless from and pay any and all Damages (or Buyer Damages, in the case of indemnification by the Seller), directly or indirectly, to the extent resulting from, relating to, arising out of, or attributable to any one of the following:
Indemnification Provisions for the Buyer’s Benefit. Subject to the provisions of this ARTICLE VI (including the limitations set forth in Section 6.5), the Stockholders, severally, not jointly, pro rata according to such Stockholder’s Proportionate Percentage, shall defend, indemnify, and hold the Buyer Indemnified Persons harmless from and will reimburse the Buyer Indemnified Persons for any and all Damages (including any Damages they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Damages is properly made prior to the end of any applicable survival period), directly or indirectly, resulting from, relating to, arising out of, or attributable to any of the following:
Indemnification Provisions for the Buyer’s Benefit. In the event any Seller breaches any of his or her representations, warranties, and covenants contained in this Agreement or in any certificate or instrument delivered in connection with the transactions contemplated hereby that relate to such representations and warranties, and, provided that the Buyer makes a written claim for indemnification against the Sellers in accordance with this Agreement within the applicable survival period set forth in Section 8.1, then each Seller severally shall indemnify, hold harmless and reimburse the Buyer and its Affiliates (which following the Closing shall include the Company), officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against such Seller’s Pro Rata share of any Losses the Buyer Indemnified Parties shall suffer caused by the breach.
Indemnification Provisions for the Buyer’s Benefit. (a) Subject to the provisions of this ARTICLE IX, the Stockholders, severally, not jointly, pro rata according to such Stockholder’s Proportionate Percentage (other than to the extent of the Escrow Fund for which amount the Buyer may make a claim as if the Stockholders are jointly liable) shall defend, indemnify, and hold the Buyer Indemnified Persons harmless from and will reimburse the Buyer Indemnified Persons for any and all Damages (including any Damages they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim with respect to such Damages is made prior to the end of any applicable survival period), directly or indirectly, resulting from, relating to, arising out of, or attributable to any one of the following:
Indemnification Provisions for the Buyer’s Benefit. Subject to the provisions of this ARTICLE IX, each Stockholder, severally in accordance with its Proportionate Percentage, shall defend, indemnify, and hold the Buyer Indemnified Persons harmless from, and will reimburse the Buyer Indemnified Persons for, any and all Damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any one of the following:
Indemnification Provisions for the Buyer’s Benefit. (a) In the event any of the Sellers breaches any of its representations, warranties, and/or covenants contained in this Agreement, and provided that the Buyer makes a written claim for indemnification against the Sellers pursuant to Section 10.4, below, within the survival period, if any, then the Sellers, jointly and severally, shall be obligated to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for the Buyer’s Benefit. (a) The Sellers shall be obligated to, jointly and severally, indemnify the Buyer and/or its officers, directors, shareholders, members, employees, representatives, advisors, Affiliates (including the Companies) and/or agents (in any event, which Persons shall under no circumstance include any insurer(s) now existing or hereafter having rights, claims, interests or obligations under the R&W Insurance Policy) (each a “Buyer Indemnitee”) from and against the entirety of any Adverse Consequences the Buyer Indemnitee incurs, whether or not arising out of a third-party claim, through and after the date of the claim for indemnification (including any Adverse Consequences any Buyer Indemnitee may suffer after the end of any applicable survival period; provided, that an indemnification claim with respect to such matter is made pursuant to Section 8.1 prior to the end of any applicable survival period) resulting from, arising out of, relating to, or caused by:
Indemnification Provisions for the Buyer’s Benefit. (a) The Sellers shall be obligated, severally and not jointly (based on their Pro Rata Percentages), to indemnify the Buyer and/or its officers, directors, shareholders, members, employees, representatives, advisors, Affiliates (including the Companies) and/or agents (each a “Buyer Indemnitee”) from and against the entirety of any Adverse Consequences the Buyer Indemnitee incurs, whether or not arising out of a third-party claim, through and after the date of the claim for indemnification (including any Adverse Consequences any Buyer Indemnitee may 41 suffer after the end of any applicable survival period; provided, that an indemnification claim with respect to such matter is made pursuant to Section 7.1 prior to the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by: (i) any breach (in the event any third party alleges facts that, if true, would be because the Sellers have breached or the alleged breach) by any of the Sellers of any of its representations and warranties contained in this Agreement, or made any misrepresentation or inaccuracy in its representations and warranties; provided, however, that in the event the Buyer elects to consummate the transactions contemplated herein notwithstanding that one or more of the consents required under Section 4.3 and listed in Section 4.3 of the Disclosure Schedule has not been obtained as of the Closing, the Buyer shall not be entitled to indemnification from the Sellers under this Section 7.2(a)(i) for a breach of any representation or warranty in Section 3.1(c) or Section 4.3 to the extent related to not obtaining such consent prior to Closing; or (ii) any breach by any of the Sellers of any of its covenants or agreements contained in this Agreement, including without limitation, the Sellers’ obligation to make payments of certain Taxes pursuant to Section 8.2.
Indemnification Provisions for the Buyer’s Benefit. (a) In the event any Seller breaches any of his or its representations and warranties contained in this Agreement or in any certificate or instrument delivered in connection with the transactions contemplated hereby that relate to such representations and warranties, and, provided that the Buyer makes a written claim for indemnification against any Seller in accordance with this Agreement within the applicable survival period set forth in Section 7.1(a), then each Seller, jointly and severally, shall indemnify, hold harmless, defend and reimburse the Buyer and its Affiliates (which following the Closing shall include the Company), officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”) (except with respect to (A) claims for indemnification arising from breaches of representations and warranties set forth in Article 2 or claims for breaches of covenants contained in this Agreement made by such Seller, in which case, each Seller shall severally indemnify the Buyer Indemnified Parties with respect to such Seller’s breaches, and (B) claims with respect to Thau and Xxxxx, in which case, Thau and Xxxxx shall severally indemnify the Buyer Indemnified Parties only for their breaches of representations or warranties contained in Article 2 or for breaches of covenants made by Thau and Xxxxx in this Agreement) from and against any Losses the Buyer Indemnified Parties shall suffer caused by:
Indemnification Provisions for the Buyer’s Benefit. (u) Following the Closing, the Seller, subject to the limitations set forth herein, shall indemnify the Buyer and its Affiliates and their respective stockholders, directors, employees, agents and representatives (collectively, the “Buyer Indemnified Parties” and each a “Buyer Indemnified Party”) from and against the entirety of any Adverse Consequences the Buyer Indemnified Party shall suffer or sustain resulting from or caused by, arising from, relating to or otherwise in connection with:
