Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") incurred by Seller which arise out of or result from a misrepresentation, breach of warranty, or breach of any covenant or agreement of Purchaser contained herein or in connection with the transactions contemplated hereby.
Purchaser’s Indemnification Obligations. (a) Subject to the provisions of this Article X, from and after the Closing, the Purchaser shall indemnify, defend and hold harmless the Seller Indemnitees from, against and in respect of, and pay or reimburse the Seller Indemnitees for, any and all Damages (whenever arising or incurred) arising out of or relating to:
Purchaser’s Indemnification Obligations. Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates and their respective officers, directors, agents and employees (collectively, the "Seller Indemnitees") from and against any and all Liabilities paid or payable by any Seller Indemnitee (collectively, "Seller Losses") to the extent that such Seller Losses are based on, result from, or arise in connection with (a "Seller Claim"): the Assumed Liabilities after the Closing or breach of Purchaser's representations and warranties set forth in Article V and any covenant with respect to Taxes or tax related matters set forth herein or in any Other Agreement, including Section 8.9 of this Agreement ("Purchaser Tax Obligations"); provided, however, that Purchaser shall not be obligated to indemnify, defend or hold harmless any Seller Indemnitee under this Section 10.1(c) from any Seller Claim or for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of or attributable to: (A) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Seller Indemnitee, or (B) the breach of any representation or warranty made by Seller or a Seller Indemnitee in this Agreement (or an Other Agreement), or (C) any failure of Seller or a Seller Indemnitee to duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to this Agreement (or an Other Agreement), or (D) the Excluded Liabilities.
Purchaser’s Indemnification Obligations. Subject to the terms and conditions of this Section 19, Purchaser agrees to indemnify and hold Seller harmless against any and all losses, costs and expenses (including, without limitation, legal and other expenses), resulting from or relating to:
Purchaser’s Indemnification Obligations. Notwithstanding any other provision of this Agreement, Purchaser shall jointly and severally defend, indemnify, save and keep harmless Seller and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:
Purchaser’s Indemnification Obligations. Purchaser shall indemnify, save and keep each Seller Indemnitee harmless against and from all Damages sustained or incurred by any Seller Indemnitee, as a result of, or arising out of or by virtue of:
Purchaser’s Indemnification Obligations. Purchaser shall indemnify, save and keep harmless the Company and its officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of any inaccuracy in or breach of any representation and warranty made by Purchaser to the Company in this Agreement or in any other Purchaser Transaction Document. A claim for indemnification under this Section 9.3 must be asserted by notice delivered to the party from whom indemnification is sought no later than the Survival Date.
Purchaser’s Indemnification Obligations. Subject to the provisions of this Section 8.2, after the Closing, Purchaser agrees to defend, reimburse, indemnify and hold harmless the Seller from, against and in respect of any Adverse Consequences that may be incurred or suffered by or imposed on Seller that result from, or relate to, or arise out of:
Purchaser’s Indemnification Obligations. The Purchaser shall defend, indemnify and hold harmless each of the Seller, its Affiliates, the Company, and their respective officers, directors, employees, agents, advisers and representatives (collectively, the "Seller’s Indemnities") from, against and with respect to any and all claims, liabilities, losses, damages, costs and expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements reasonably incurred in defending any of the foregoing or in asserting, preserving or enforcing any rights under this Agreement), whether or not resulting from third-party claims, and ascertained by an official authority (each of the foregoing a "Loss", and collectively "Losses"), arising out of or as a result of any material breach of any covenant or obligation of the Purchaser in this Agreement or any material inaccuracy of any representation or warranty made by the Purchaser in this Agreement.
Purchaser’s Indemnification Obligations. Subject to the terms and conditions of this Section, the Purchaser shall indemnify and defend the Sellers, his, her or its Affiliates and each of their respective officers, directors, employees and agents and their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties” and each a “Seller Indemnified Party”) against and from all Damages suffered, sustained or incurred by any Seller Indemnified Party, whether in respect of third party claims or claims between the parties hereto relating to, as a result of or arising out of:
