Common use of Obligations to Indemnify Clause in Contracts

Obligations to Indemnify. Each of the Seller, the Holdco Shareholders and Holdco agrees to indemnify and save harmless the Offeror and, unless BCE is the Offeror, BCE from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Losses") suffered or incurred by the Offeror as a result of or arising directly or indirectly out of or in connection with any breach by the Seller, the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Seller, the Holdco Shareholders or Holdco contained in this Holdco Agreement. The Offeror agrees to indemnify and save harmless the Seller from all Losses suffered or incurred by the Seller as a result of or arising directly or indirectly out of or in connection with any breach by the Offeror of any representation, warranty, obligation or covenant of the Offeror contained in this Holdco Agreement.

Obligations to Indemnify. Each of the Seller, the The Holdco Shareholders and Holdco Shareholder agrees to indemnify and save harmless harmless, on an after-tax basis, the Offeror and, unless BCE is the Offeror, BCE and Parent from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Losses") suffered or incurred by the Offeror as a result of or arising directly or indirectly out of or in connection with any breach by the Seller, the Holdco Shareholders Shareholder or Holdco of any representation, warranty, obligation or covenant of the Seller, the Holdco Shareholders Shareholder or Holdco contained in this Holdco Agreement. The Offeror agrees to indemnify and save harmless the Seller harmless, on an after-tax basis, Holdco Shareholder from all Losses suffered or incurred by the Seller Holdco Shareholder as a result of or arising directly or indirectly out of or in connection with any breach by the Offeror of any representation, warranty, obligation or covenant of the Offeror contained in this Holdco Agreement.

Obligations to Indemnify. Each of the Seller, the Holdco Shareholders and Holdco agrees to indemnify and save harmless the Offeror and, unless BCE is the Offeror, BCE Celestica from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (singly a "Loss" and collectively "Losses") suffered or incurred by the Offeror Celestica as a result of or arising directly or indirectly out of or in connection with any breach by the Seller, the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Seller, the Holdco Shareholders or Holdco contained in this Holdco Agreement. The Offeror Celestica agrees to indemnify and save harmless the Seller Holdco Shareholders from all Losses suffered or incurred by the Seller them as a result of or arising directly or indirectly out of or in connection with any breach by the Offeror Celestica of any representation, warranty, obligation or covenant of the Offeror Celestica contained in this the Holdco Agreement.

Obligations to Indemnify. Each of the Seller, the Holdco Shareholders and Holdco agrees to indemnify and save harmless the Offeror and, unless BCE is the Offeror, BCE from all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively "Losses") suffered or incurred by the Offeror as a result of or arising directly or indirectly out of or in connection with any breach by the Seller, the Holdco Shareholders or Holdco of any representation, warranty, obligation or covenant of the Seller, the Holdco Shareholders or Holdco contained in this Holdco Agreement. The Offeror agrees to indemnify and save harmless the Seller from all Losses suffered or incurred by the Seller as a result of of, or arising directly or indirectly out of or in connection with any breach by the Offeror of any representation, warranty, obligation or covenant of the Offeror contained in this Holdco Agreement.