Obligation of Sellers to Indemnify. Sellers agree to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Sellers contained in this Agreement or in the Exhibits hereto or (ii) breach by the Sellers of any covenant or agreement contained in this Agreement.
Obligation of Sellers to Indemnify. Sellers shall indemnify and hold harmless Buyer, its respective affiliates and its respective officers, directors, employees, agents, controlling persons, attorneys, successors and assigns (each a “Buyer Indemnitee”) from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable legal and other out-of-pocket expenses actually incurred but excluding any incidental, consequential, special, indirect, punitive and/or multiple damages) (collectively, “Losses ”) based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Sellers contained in this Agreement, or (ii) reach by Sellers of any covenant or agreement contained in this Agreement; provided , however , that the foregoing indemnification will not, as to any Buyer Indemnitee, apply to losses, claims, damages, liabilities or expenses to the extent that they are based upon or arise out of (i) any breach of this Agreement by such Buyer Indemnitee or (ii) bad faith, negligence or willful misconduct on the part of such Buyer Indemnitee. If for any reason the foregoing indemnification is unavailable to any Buyer Indemnitee or insufficient to hold it harmless, then Sellers shall, subject to the limitation set forth in Section 8(e), contribute to the amount paid or payable by such Buyer Indemnitee as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by Sellers on the one hand and such Buyer Indemnitee on the other hand but also the relative fault of Sellers, on the one hand, and such Buyer Indemnitee, on the other hand, as well as any relevant equitable considerations. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 8 shall be in addition to any liability that Sellers may otherwise have to a Buyer Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Sellers and any Buyer Indemnitee.
Obligation of Sellers to Indemnify. (a) Regardless of any investigation at any time made by or on behalf of Purchaser or of any knowledge or information that Purchaser may have and subject to the limitations set forth in this Section 10, Sellers, jointly and severally, agree to indemnify Purchaser and hold Purchaser harmless from and against all Losses asserted against, imposed upon or incurred by Purchaser or the Company resulting from, arising out of, or based upon any of the following:
Obligation of Sellers to Indemnify. Each Seller, jointly and severally, agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "LOSSES") suffered or incurred by Buyer, the Company, or any of the foregoing persons in any action or proceeding between Buyer (or any other indemnified person) and any Seller, or between Buyer (or any other indemnified person) and any third party or otherwise, arising out of (i) any breach of the representations and warranties of any Seller contained in this Agreement or in the Schedules or any other Transaction Document, (ii) any breach of the covenants and agreements of any Seller contained in this Agreement or in the Schedules or any other Transaction Document, (iii) any Claim pending or threatened prior to the Closing Date as set forth on SCHEDULE 2.15.
Obligation of Sellers to Indemnify. Subject to the limitations set forth in Sections 7.1 and 7.5, the Sellers, jointly and severally, hereby agree to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates, successors, assigns and Representatives, from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties) (collectively, the "Losses") suffered or incurred by Purchaser or any of the foregoing persons arising out of (a) any breach of the representations, warranties, covenants, agreements and Closing certifications of the Sellers contained in this Agreement, the Schedules or the Transaction Documents or warranty, or, (b) any Taxes of Sellers or Taxes of the Company relating to periods prior to the Closing Date (the "Unassumed Taxes").
Obligation of Sellers to Indemnify. 29 SECTION 8.3
Obligation of Sellers to Indemnify. Subject to the limitations set forth in Section 8.5, each Seller hereby agrees to indemnify, defend and hold harmless Parent and Purchaser (and their directors, officers, employees, Affiliates, successors, assigns and Agents) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties) (collectively, the "Losses") suffered or incurred by Purchaser or any of the foregoing Persons arising out of (a) any breach of the representations, warranties, covenants and agreements of such Seller or the Company contained in this Agreement or in the Company Letter or any other Transaction Document, or (b) any Claim, including any Claim arising out of or relating to Environmental Laws, whether made before or after the date of this Agreement, or any litigation, proceeding or governmental investigation, including any Claim arising out of or relating to Environmental Laws, whether commenced before or after the date of this Agreement, arising out of the Business, or otherwise relating to Sellers, the Company or the Subsidiary, prior to the Closing, or otherwise arising out of any act or occurrence prior to, or any state or facts existing as of, the Closing.
Obligation of Sellers to Indemnify. Subject to the limitations set forth in this Article 8, Sellers agree to jointly and severally indemnify Buyer and hold Buyer harmless from and against all Losses asserted against, imposed upon or incurred by the Company, its subsidiaries or Buyer resulting from, arising out of, based upon or otherwise in respect of any of the following:
Obligation of Sellers to Indemnify. Each Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties) (collectively, the "Losses") suffered or incurred by Buyer or any of the foregoing persons arising out of (a) any breach of the representations or warranties of such Seller or of the covenants and agreements of such Seller contained in this Agreement or in the Schedules or any Transaction Document or (b) any Excluded Liabilities.
Obligation of Sellers to Indemnify. Subject to the limitations set forth in Section 9.1 and Section 9.6, Sellers shall indemnify, defend and hold harmless Buyer and its directors, officers, employees, Affiliates, and their respective successors and assigns, from and against any Loss incurred by any of them based upon or arising out of (i) any breach of any representation or warranty made by Sellers in this Agreement; and (ii) the failure by Sellers to perform any unwaived covenant or agreement in this Agreement on its part to be performed.
