Indemnification Provisions for the Sellers’ Benefit. Subject to the limitations set forth in Section 9.01, from and after the Closing, Buyer shall indemnify, defend and hold Sellers and each of their respective Affiliates (other than Target or Nominee), and each of their respective officers, members, partners, managers, directors, employees and agents (collectively, the “Seller Indemnitees”), harmless from and against, and pay to the applicable Seller Indemnitees the amount of, any and all Liabilities arising out of, based upon, attributable to or resulting from:
(a) any breach or inaccuracy of any of the representations and warranties of Buyer contained herein or in the certificate delivered at Closing by Buyer pursuant to Section 2.08(g); or
(b) any breach of any of the covenants of Buyer contained herein.
Indemnification Provisions for the Sellers’ Benefit. In the event the Buyer breaches any of its 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, warranties or covenants, and provided that the Sellers make a written claim for indemnification against the Buyer in accordance with this Agreement within the applicable survival period set forth in Section 11.1, then the Buyer shall indemnify, hold harmless and reimburse the Sellers and their respective Affiliates, officers, directors, employees and agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses caused by the breach. In addition, the Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any Losses the Seller Indemnified Party shall suffer arising out of or resulting, directly or indirectly, from any Purchased Asset or any Assumed Liability, or any Liability associated with or arising out of or in connection with the ownership of such Purchased Assets or Assumed Liabilities or the operation of the Business (except to the extent such Liability results from a breach by the Sellers of a representation, warranty, or covenant contained in this Agreement). Notwithstanding the foregoing, the Buyer shall have no obligation to indemnify the Seller Indemnified Parties until they have suffered Losses by reason of all such breaches in excess of the Indemnification Threshold, after which point the Buyer will be obligated only to indemnify the Seller Indemnified Parties from and against Losses in excess of the Indemnification Threshold. In no event shall the Buyers have any obligation to indemnify the Sellers pursuant to this Section 11.3 to the extent and in the amount that such Losses exceed the Maximum Amount. Notwithstanding anything contained in this Section 11.3 or elsewhere in this Agreement to the contrary, in no event shall the Indemnification Threshold or the Maximum Amount apply to any action arising from fraud, intentional misrepresentation or willful breach by the Buyer of any term or provision of this Agreement or any other documents contemplated in connection with the consummation of the transactions contemplated hereby. Nor shall such Indemnification Threshold or Maximum Amount apply to any Liability relating to any Purchased Asset, Assumed Liability, or any other Liability associated or arising out of or in connection with the ...
Indemnification Provisions for the Sellers’ Benefit. The Parent Parties will indemnify and hold the Parent Indemnified Parties harmless from and pay any and all Damages resulting from, arising out of, or attributable to any of the following:
(a) Any Breach of any representation or warranty any Parent Party has made in this Agreement.
(b) Any Breach by any Parent Party of any covenant or obligation of any Parent Party in this Agreement.
(c) Any event arising from the operation and ownership of, or conditions occurring with respect to, any Acquired Entity after 11:59 p.m. central time on the Closing Date.
Indemnification Provisions for the Sellers’ Benefit. The Buyer shall be obligated to indemnify the Sellers and/or their respective officers, directors, employees, representatives, advisors, Affiliates and/or agents (each a “Seller Indemnitee”) from and against the entirety of any Adverse Consequences that such Seller Indemnitee suffered through and after the date of the claim for indemnification (including any Adverse Consequences that such Seller Indemnitee suffered after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by: (i) any breach (in the event any third party alleges facts that, if true, would be because the Buyer had breached or the alleged breach) by the Buyer of any of its representations and warranties contained in this Agreement, or made any misrepresentation or inaccuracy in its representations and warranties; or (ii) any breach by the Buyer of any of its covenants or agreements contained in this Agreement.
Indemnification Provisions for the Sellers’ Benefit. Buyer shall indemnify and hold harmless the Seller from and against the entirety of any Damages the Seller its Affiliates and their respective shareholders, directors, officers, employees, attorneys and agents (collectively, the “Seller Indemnitees”) may suffer resulting from, arising out of, relating to, in the nature of or caused by each and all of the following:
(a) any breach of any representation or warranty (or allegation of facts by a third party that, if true, would constitute a breach of any representation or warranty) made by Buyer herein, including the documents, instruments and agreements to be executed and delivered by Buyer in connection herewith; and
(b) any breach of any covenant or agreement made by Buyer herein, including the documents, instruments and agreements to be executed and delivered by Buyer in connection herewith.
Indemnification Provisions for the Sellers’ Benefit. In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement and provided that the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 10.4, below, within the survival period, if any, then the Buyer shall indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers shall suffer (including any Adverse Consequences the Seller shall 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 Sellers’ Benefit. The Purchaser will indemnify and hold the Sellers and their officers, directors, managers, employees, agents, representatives, controlling Persons, stockholders, members and Affiliates (other than Purchaser and its subsidiaries), as applicable (collectively, the "Purchaser Indemnified Parties"), harmless from and pay any and all Damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any of the following:
(i) Any breach of any representation or warranty the Purchaser has made in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Schedules.
(ii) Any breach by the Purchaser of any covenant or obligation of the Purchaser in this Agreement.
Indemnification Provisions for the Sellers’ Benefit. (a) Following the Closing, in the event the Buyer breaches any of its representations, warranties and covenants contained herein, then the Buyer shall indemnify the Seller and its Affiliates and their respective stockholders, directors, employees, agents and representations (collectively, the “Seller Indemnified Parties”) from and against the entirety of any Adverse Consequences the Seller Indemnified Parties shall suffer resulting from, or caused by the breach.
(b) Following the Closing, the Buyer agrees to indemnify the Seller Indemnified Parties from and against any Adverse Consequences the Seller Indemnified Parties shall have suffered caused by or in respect of any Assumed Liability.
Indemnification Provisions for the Sellers’ Benefit. In the event the Buyer breaches any of its representations, warranties, and covenants contained in Section 4 of 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 any Seller makes a written claim for indemnification against the Buyer in accordance with this Agreement within the applicable survival period set forth in Section 8.1, then the Buyer shall indemnify, hold harmless and reimburse each Seller (collectively, the “Seller Indemnified Parties”) from and against the entirety of any Losses suffered or caused by the breach.
Indemnification Provisions for the Sellers’ Benefit. Subject to the other provisions of this ARTICLE XI, after the Closing, Buyer will defend, indemnify, and hold the Sellers (the “Seller Indemnified Persons”) harmless from and pay any and all Damages, directly or indirectly, to the extent resulting from, caused by, in connection with, relating to, arising out of, or attributable to any of the following:
(a) any breach of any representation or warranty Buyer has made in Section 5.2 or in any certificate with respect to any such representation or warranty that Buyer has delivered pursuant to this Agreement; or
(b) any breach by Buyer of any covenant or obligation of Buyer in this Agreement.
