Parent’s Indemnification. From and after the Closing, Parent shall indemnify Purchaser, Merger Subsidiary, Surviving Corporation and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse such Purchaser Indemnitees in respect of any loss, diminution in value, Liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including, without limitation, interest, penalties, reasonable attorneys’, accountants’ and other professionals’ fees and expenses, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) which any such Purchaser Indemnitee may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
Parent’s Indemnification. SpinCo shall indemnify, defend and hold harmless the Parent Indemnitees from and against any and all third-party Claims to the extent arising out of or relating to: (i) any breach of this Agreement by SpinCo or its Affiliates or Representatives; (ii) any Non-Conforming Use; (iii) the sale, distribution, supply, use or operation of any SpinCo Product, including any claims resulting from (a) filling, storing, packaging, testing, using or selling any SpinCo Product or relating to the adequacy of the labeling, warnings and instructions with respect to any SpinCo Product, or (b) any actual or alleged infringement or violation of any patent, trade secret, or other intellectual property or proprietary right of any third party as a result of the development or manufacture of a SpinCo Product; or (iv) any needlestick injury or similar damage sustained or alleged by any Person involved in the handling, shipping, manufacture, assembly, sale, distribution, supply, use or operation of any Product (on or after delivery of such Product EXW as set forth in Section 5.1) or any SpinCo Product and/or any failure or alleged failure of the Product, any SpinCo Product or the assembly, selling, distribution or use of either of the foregoing to comply with any Safety Law then in effect, including any recall or removal of any Product, any SpinCo Product or any component thereof ordered as a result of any such alleged failure to comply, except, in each case ((i) through (iv)), to the extent that Parent is obligated to indemnify SpinCo for such Claims pursuant to Section 11.1.
Parent’s Indemnification. Following the Closing Date, Parent shall, and shall cause Holdings and each of its Subsidiaries to, indemnify Bordxx xxx its affiliates and each of their respective officers, directors, employees, and agents and hold them harmless from: (i) all liability for Taxes of Holdings and any of its Subsidiaries for any period beginning after the Closing Date and any Post-Closing Period; and (ii) all liability for Taxes of Holdings or any of its Subsidiaries for the Pre- Closing Period to the extent of the obligation imposed on the Bordxx Xxxporations to pay such Taxes in the first sentence of Section 6.3(b) hereof.
Parent’s Indemnification. Acquisition Sub and Parent each agrees as provided in this Agreement to indemnify and hold the Company, its officers, directors, affiliates and representatives (collectively, the “Company Indemnitees”) each harmless from and against and in respect of any damages, losses, liabilities, claims or expenses (including court costs and reasonable attorneys’ fees associated therewith) (the “Company Damages”) arising from or incurred by any Company Indemnitee as a result of:
Parent’s Indemnification. The Parent will indemnify, defend and hold harmless the Company Stockholders, and their respective successors and assigns from and against any Losses which they may suffer and become liable for as a result of or in connection with:
Parent’s Indemnification. From and after the Closing Date, Parent shall indemnify and hold harmless JPMorgan, its Affiliates, their respective successors and assigns, and their respective directors, officers, employees, agents and representatives (“JPMorgan Group”) from and against any and all Claims, arising out of or caused by, directly or indirectly, any or all of the following:
Parent’s Indemnification. Subject to the express provisions of this Section 8, Parent shall indemnify, defend and hold harmless Seller from and against all Losses incurred or suffered by Seller, but only to the extent attributable to:
Parent’s Indemnification. (i) From and after the Closing, Parent agrees to indemnify the Sellers and their respective officers, directors, employees, stockholders, agents and representatives (collectively, the “Seller Indemnitees”) and hold each Seller Indemnitee harmless against any Loss which any Seller Indemnitee suffers, as a result of: (A) the breach of any representation or warranty contained in Article 6 hereof; and (B) the breach by Parent or Merger Sub of any covenant or agreement of Parent or Merger Sub contained in this Agreement.
Parent’s Indemnification. (a) Subject to clause (b) below, the Parent agrees to indemnify, defend, and hold harmless the Shareholders and the Trustees from, against, and with respect to any Damages (subject to Section 8.05) arising out of or in any manner incident, relating, or attributable to (1) any misrepresentation or breach of warranty by the Parent contained in this Agreement, and (2) any failure by the Parent to perform or observe any covenant to be performed or observed by the Parent under this Agreement.
Parent’s Indemnification. Subject to the limitations set forth in this Article IX, from and after the Closing, Parent, Purchaser, Sub, the Surviving Company and each of their respective Representatives (collectively, “Parent’s Indemnified Persons”) shall be indemnified, defended and held harmless by the Securityholders severally, but not jointly, in accordance with such Securityholder’s Pro Rata Share from and against, any and all Losses incurred or paid to the extent resulting from or arising out of:
