Parent’s Indemnification Obligations. From and after the Closing, Parent shall indemnify, defend and hold harmless Purchaser and its Affiliates and their respective officers, directors and employees from and against any and all Losses (as hereinafter defined) arising from or relating to: (a) the breach of any representation or warranty of Parent or Seller contained in Section 4.1 (it being understood that for purposes of this Section 7.1 any qualifications of any such representation or warranty relating to materiality or Material Adverse Effect shall be disregarded); (b) the failure by Parent or Seller to perform any of its covenants contained in this Agreement or the Assignment and Assumption Agreement; (c) the Retained Liabilities and the Excluded Assets; or (d) any and all Taxes that are the responsibility of Parent pursuant to Section 5.1(d).
Parent’s Indemnification Obligations. Subject to the limitations set forth in this Article XII, from and after the Closing Date, the Parent shall indemnify and hold each of the Holders and its Affiliates and each of their respective officers, directors, managers, partners, members and employees (the “Holder Indemnified Parties”) harmless from and against any and all Losses arising out of (a) any breach of any representation or warranty of the Parent contained in Article VI, (b) any breach of any covenant on the part of the Parent contained in this Agreement or (c) any breach of any covenant on the part of the Company or Surviving Entity contained in this Agreement, but only to the extent that such agreement or covenant is required to be performed after Closing.
Parent’s Indemnification Obligations. Except as otherwise provided in this Agreement, Parent will indemnify and hold harmless Enova and any member of the Enova Tax Group and any Enova subsidiary for all Tax Liabilities (and any loss, cost, fine, penalty, damage or other expense of any kind, including reasonable attorneys’ fees and costs incurred in connection therewith) attributable to (i) any Taxes of Parent or any member of the Parent Consolidated Group (other than a member of the Enova Tax Group) imposed upon Enova by reason of Enova being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local law; (ii) Taxes properly allocated to Parent or any member of Parent Tax Group pursuant to Article III of this Agreement and (iii) any Taxes of Enova or its affiliates resulting from the breach of any obligation or covenant of Parent under this Agreement.
Parent’s Indemnification Obligations. Subject to the other terms and conditions of this Article VII, from and after the Closing, Parent shall indemnify, defend, save and hold each Seller Indemnitee harmless against and from, and shall pay and reimburse each of the Seller Indemnitees for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, resulting from, arising out of or relating to:
(a) any material inaccuracy in or material breach of any representation and warranty made by Parent in this Agreement, in any other Transaction Document or in any other certificate or instrument delivered by or on behalf of Parent pursuant to this Agreement; and
(b) any breach by Parent of, or failure by Parent to comply with or fulfill, any of the covenants or obligations under this Agreement (including Parent’s obligations under this Article VII) or any other Transaction Document.
Parent’s Indemnification Obligations. Parent shall indemnify, save and keep the Company and its respective successors and permitted assigns (each a "Company Indemnitee" and collectively the "Company Indemnitees"), forever harmless against and from all Damages sustained or incurred by any Company Indemnitee, as a result of or arising out of: (a) any inaccuracy in or breach of any representation and warranty made by Parent or Merger Sub herein or in any Parent Ancillary Document; and (b) any breach by Parent or Merger Sub of, or failure by Parent or Merger Sub to comply with, any of the covenants or obligations under this Agreement or the Parent ancillary documents to be performed by Parent or Merger Sub.
Parent’s Indemnification Obligations. Subject to the further provisions hereof, after the Effective Time, Parent shall indemnify and reimburse the Company Holders, for any and all Losses suffered or incurred by Company Holders or any of their trustees, representatives, heirs, beneficiaries, successors or assigns (the "Stockholder Indemnified Parties"), as a result of, or with respect to, (i) any breach or inaccuracy of any representation or warranty of Parent or Sub set forth in this Agreement, whether such breach or inaccuracy exists or is made on the date of the Agreement or as of the Closing Date (but subject to the provisions of Sections 9.3 through 9.8), and (ii) any breach of or noncompliance by Parent or Sub with any covenant or agreement of Parent contained in this Agreement.
Parent’s Indemnification Obligations. From and after the Closing, the Parent shall indemnify and hold harmless each Securityholder and its Affiliates and their respective directors, members, officers, equityholders, employees, agents, representatives, successors and assigns (each a “Securityholder Indemnitee” and, collectively, the “Securityholder Indemnitees”) against and from all Damages sustained or incurred by any Securityholder Indemnitee as a result of or arising from:
(a) any breach of any representation or warranty made by Parent or Merger Sub in Article 4; and
(b) any breach by Parent or Merger Sub (or, following the Closing, the Company) of, or failure of Parent or Merger Sub to comply with, any covenant or obligation under this Agreement to be performed by Parent or Merger Sub (or, after the Closing, the Company).
Parent’s Indemnification Obligations. Parent and Merger Sub shall indemnify, defend, save and keep each Member Indemnitee harmless against and from, and shall pay to each Member Indemnitee the amount of, and reimburse each Member Indemnitee for, all Losses which any Member Indemnitee may suffer, sustain, incur or become subject to, as a result of, in connection with, relating to, arising out of, or by virtue of:
(a) any inaccuracy in or breach of any representation and warranty made by Parent or Merger Sub to the Members herein;
(b) any breach by Parent or Merger Sub of, or failure by Parent or Merger Sub to comply with or fulfill, any of the covenants or obligations under this Agreement (including Parent or Merger Sub’s obligations under this Article VII); and
(c) any claim or assertion for broker’s or finder’s fees or expenses arising out of the transactions contemplated by this Agreement by any Person claiming to have been engaged by either Parent, Merger Sub or any of their Affiliates.
Parent’s Indemnification Obligations. On and after the Closing Date, Parent hereby agrees to indemnify, defend and hold Purchaser, Purchaser Parent, and each Bank Party, and each of their directors, officers, employees, Subsidiaries and other Affiliates (each, a "PURCHASER INDEMNIFIED PARTY" and collectively, the "PURCHASER INDEMNIFIED PARTIES"), harmless from and against and in respect of any and all Damages actually and reasonably incurred
Parent’s Indemnification Obligations. Subject to the limitations set forth in this Article XII, from and after the Closing Date, the Parent shall indemnify and hold each of the Partnership Holders and their Affiliates and each of their respective officers, directors, managers, partners, members and employees (the “Holder Indemnified Parties”) harmless from and against any and all Losses arising out of (a) any breach of any representation or warranty of NRP, the Parent or Merger Subsidiary contained in Article VI, (b) any breach of any covenant on the part of NRP, the Parent or Merger Subsidiary contained in this Agreement, and (c) any breach of any covenant on the part of the General Partner, the Partnership or Surviving Entity contained in this Agreement, but only to the extent that such agreement or covenant is required to be performed after Closing (any such matter referred to in (a) through (c), a “Holder Claim”); provided, that in the case of clauses (a), (b) and (c) above, notice of the applicable breach is given to the Parent prior to the end of the survival period set forth in Section 12.1.
