Indemnity by the Sellers. Subject to the provisions of Sections 11.3 through 11.9, the Sellers, jointly and severally, agree to indemnify, defend and hold the Buyer and its Affiliates harmless from and with respect to any and all claims, liabilities, losses, damages, diminution in value, costs and expenses, including the reasonable fees and disbursements of counsel (collectively, the “Losses”), related to or arising directly or indirectly out of any of the following:
Indemnity by the Sellers. (a) Subject to the overall limitations, the minimum amounts and the time limitations set forth in Section 12.4, each of the Escrowing Sellers agrees severally, and not jointly, to indemnify and hold the Buyer and, after the Closing, the Company and its Subsidiaries, and their respective affiliates, officers and directors (collectively, the “Buyer Indemnitees”) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel (collectively, “Damages”), related to or arising directly or indirectly out of:
Indemnity by the Sellers. Following the Closing, the Sellers shall, jointly and severally, be liable for, and shall indemnify, defend and hold harmless the Partnership, the Buyer and each of their respective officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against:
Indemnity by the Sellers. 9.2.1. (a) From and after the Closing, subject to Section 8.7 and the provisions of this Section 9, each Seller, severally, but not jointly or jointly and severally, in accordance with its Pro Rata Portion (and no individual Seller shall be responsible for more than its Pro Rata Portion), shall indemnify the Buyer and each of its Affiliates (including the Acquired Companies) and each of their respective successors and assigns (collectively, the “Buyer Indemnified Parties”) and hold them harmless from and against any and all Losses imposed on or suffered or incurred by the Buyer Indemnified Parties (i) to the extent resulting from or arising out of or in connection with any breach of any of the Specified Representations (other than any breaches by a Material Holder of the representations and warranties set forth in Sections 4.2 and 4.3, which are subject to Section 9.2.1(b) below) or the failure to perform any covenant or agreement of the Sellers in this Agreement or any covenant or agreement in this Agreement that is required by its terms to be performed by the Company prior to the Closing; and (ii) for unpaid Taxes of the Acquired Companies for any Pre-Closing Tax Period, except to the extent otherwise provided in Section 8.7.2(b) and in any case without duplication of amounts paid to the Buyer pursuant to Section 8.7.
Indemnity by the Sellers. Subject to the overall limitations, minimum amounts and time limitations set forth in Section 9.5 hereof, each Seller agrees to indemnify and hold the Buyer and its directors, officers, employees and Affiliates (as defined in the Tech Purchase Agreement) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, the fees and disbursements of counsel (collectively, "Losses"), related to or arising, directly or indirectly, out of any failure or any breach by the Sellers of any representation or warranty, covenant, obligation or undertaking made by the Sellers in this Agreement, any Schedule or Exhibit hereto, or any other certificate or other instrument delivered pursuant hereto.
Indemnity by the Sellers. Following the Closing, Golar, jointly and severally, and Keppel and B&V, each severally in relation to its respective Ownership Interest, shall be liable for, and shall indemnify, defend and hold harmless Buyer, the Transferred Subsidiaries and each of their officers, directors, employees, agents and representatives (the “Buyer Indemnitees”) from and against:
Indemnity by the Sellers. In the event of any registration under the Securities Act of any shares of Common Stock pursuant to this Agreement, each Seller severally shall:
Indemnity by the Sellers. (a) From and after the Closing, the Sellers shall, severally and not jointly, indemnify and hold harmless Purchaser and its Affiliates, directors, officers and employees from and against any and all Damages arising out of, resulting from or in any way related to (i) a breach of, or the failure to perform or satisfy any of, the representations, warranties, covenants and agreements made by the Sellers or any of them in this Agreement or in any document or certificate delivered by the Sellers at the Closing pursuant hereto, (ii) the occurrence of any event on or prior to the date of Closing that is (or would be, but for any deductible thereunder) not covered by individual policies of insurance, blanket insurance policies or self insurance programs maintained by the Company, (iii) the existence of any liabilities or obligations of the Company (whether accrued, absolute, contingent, known or unknown, or otherwise, and whether or not of a nature appropriate for inclusion in a balance sheet in accordance with GAAP) other than those contemplated by Section 3.8 hereof, but including any trailing liabilities from agreements entered into prior to the Closing Date, and (iv) all Tax, and all Losses resulting from, arising out of or relating to Tax, to the extent such Tax or Losses arise from, are attributable to or related to any Tax period ending on or before the Closing Date or, with respect to any Tax period that commences before the Closing Date but ends after the Closing Date, the portion of such Tax or Losses period up to and including the Closing Date. Any Damages payable to Purchaser by the Sellers, or any of them, pursuant to the indemnification obligations under this Section 7.5 shall constitute, first, a reduction in the Earn-Out Consideration hereunder to the extent available and, thereafter, the Sellers shall be liable to the Purchaser for any remaining Damages to which Purchaser may be entitled hereunder. Notwithstanding the foregoing, the liability that the Sellers, or any of them, shall have pursuant to this Section 7.5 shall be limited to the amount of the Purchase Price and Earn-Out Consideration received by any such Seller or Sellers pursuant to the terms of this Agreement.
Indemnity by the Sellers. Subject to the limitations set out in this Article VII, the Sellers shall jointly and severally indemnify and defend each of the Buyer Related Parties and save them fully harmless against, and shall pay and reimburse them for, any income Taxes (including, for greater certainty, any interest or penalties thereon) required to be paid by CML Healthcare Inc. or LifeLabs Inc. arising out of the CML-Lifelabs 97(2) Election (as defined in Schedule 4.16(b)) not having been accurately reflected in the Canadian federal income tax returns (and corresponding Alberta provincial income tax returns) and T5013 information returns of CML Healthcare Inc. and LifeLabs LP which were refiled as described on Schedule 4.16(b) (to the extent such Taxes were not included in the calculation of the Final Purchase Price) (an “Indemnifiable Tax”); provided, in no event shall the aggregate amount of Indemnifiable Taxes recovered from the Sellers pursuant to this Section 7.02 exceed $25,000,000 (the “Indemnity Cap”); provided, further, that the Sellers’ obligation to indemnify the Buyer Related Parties pursuant to this Section 7.02 shall survive until the date that is sixty days after the expiration of the period during which any assessment or re-assessment may be validly made by a Governmental Entity under applicable Laws in respect of any Tax that could be an Indemnifiable Tax (determined without reference to any consent, waiver, agreement or other document filed or made after Closing without the written consent of the Sellers, but including any extension attributable to any action taken by or with the consent of the Sellers), and thereafter terminate. 7.03
Indemnity by the Sellers. Each of the Company, individually, and the Company and the other Sellers, jointly but not severally, agree to indemnify and hold the Buyer and Guarantor harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel (collectively, “Losses”), related to or arising out of:
