Seller Parties’ Indemnification. Provided that the Closing occurs and subject to the other provisions of this Article 13, the Seller Parties shall jointly and severally release, defend, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses arising out of or relating to:
Seller Parties’ Indemnification. The Seller Parties jointly and severally agree to indemnify, defend and hold harmless Purchaser and its successors, assigns and affiliates and present and future directors or managers, officers, guarantors, agents and employees (collectively, the “Purchaser Affiliates”) against and from, all claims, losses, deficiencies, liabilities, costs, damages and expenses, including, but not limited to, reasonable legal fees and costs of litigation resulting from, relating to, or arising out of (i) a breach of any representation or warranty made by the Seller Parties pursuant to this Agreement or any Transaction Document, (ii) a breach of any covenant or other agreement made by or to be performed by the Seller Parties pursuant to this Agreement or any Transaction Document, (iii) the Excluded Liabilities, (iv) any third party claims related to Purchaser’s payment of any portion of the Purchase Price or proceeds from the Net Income Participation, to a party identified by any Seller Party as the recipient of such payments, or (v) any claim arising out the ownership or operation of the Assets prior to the Closing.”
Seller Parties’ Indemnification. The Seller Parties jointly and severally agree to indemnify, defend and hold harmless Purchaser and its successors, assigns and affiliates and present and future directors or managers, officers, guarantors, agents and employees (collectively, the “Purchaser Affiliates”) against and from, all claims, losses, deficiencies, liabilities, costs, damages and expenses, including, but not limited to, reasonable legal fees and costs of litigation resulting from, relating to, or arising out of (i) a breach of any representation or warranty made by the Seller Parties pursuant to this Agreement or any Transaction Document, (ii) a breach of any covenant or other agreement made by or to be performed by the Seller Parties pursuant to this Agreement or any Transaction Document, (iii) the Excluded Liabilities or (iv) any claim arising out the ownership or operation of the Assets prior to the Closing.
Seller Parties’ Indemnification. Seller Parties shall, solely out of the Escrow Account (except as otherwise expressly provided in Article II above with respect to certain purchase price adjustments), indemnify and hold harmless Purchaser, NCO, each of their respective Affiliates and each of their respective shareholders, directors, officers, employees, agents, successors and assigns (collectively, the "Purchaser Group"), from and against all Indemnifiable Losses incurred by any of them resulting from, related to, or arising out of any breach of the Sufficiency of Trusts Rep or non-fulfillment of any agreement or covenant to be performed subsequent to the Closing Date by any of the Seller Parties under this Agreement or any agreement, document, instrument, certificate or other item furnished to Purchaser or its Affiliates pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement. 25 <PAGE> 8.2
Seller Parties’ Indemnification. From and after the Closing, Seller Parties shall, jointly and severally, defend, indemnify and hold harmless Buyer, Xxxxx’s Affiliates and their respective successors and assigns, directors, officers, managers, members, partners, equityholders, employees, agents and representatives (collectively, the “Buyer Group”), from and against any and all Losses arising out of, or caused by, or relating to any of the following:
Seller Parties’ Indemnification. Except as otherwise provided in this Section 11, each Seller Party, jointly and severally (collectively, the “Seller Indemnifying Parties”), agrees to indemnify, defend and hold harmless Buyer, Company and their respective Affiliates (including Parent) and their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling Persons (each, an “Seller Indemnified Party”) to the fullest extent permitted by law from and against any and all actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations or written threats thereof (collectively, “Claims”) (including, without limitation, any Claim by a third party), losses, Liabilities, damages (including indirect, incidental and consequential damages but excluding punitive, special, and exemplary damages except to the extent that an Indemnified Party is required to pay such damages to a third party), costs and expenses, taxes, interest, awards, judgments and penalties (including attorneys’ and consultants’ fees and expenses) suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (collectively, “Losses”) resulting from or arising out of (a) any breach of any representation or warranty by Company or Seller Parties in this Agreement, and (b) any breach of any covenant or agreement by Company or Seller Parties in this Agreement.
Seller Parties’ Indemnification. (a) From and after the Closing Date, the Seller Parties and Parent (the “Seller Indemnifying Parties”) shall jointly and severally indemnify, defend and hold harmless Purchaser, the Partnership, the New General Partner of the Partnership under the A&R LPA, the Manager, and their respective Affiliates, directors, officers, employees, equityholders, advisors, partners, members, agents and representatives and each of their respective successors and assigns (the “Purchaser Indemnified Parties”) from and against any and all losses, Claims, Liabilities, Taxes, damages, costs or expenses (including costs of investigation, defense and attorney’s fees) (such amounts, in the aggregate, “Damages”) arising out of, in connection with or related to the following (each, an “Indemnified Claim” and, collectively, the “Indemnified Claims”):
Seller Parties’ Indemnification. From and after the Closing, Purchaser hereby agrees to indemnify and defend and hold harmless Seller Parties and each of their respective directors, officers, employees, equity holders, managers, members, agents, successors and assigns (collectively, the “Seller Indemnified Persons”) from, against and in respect of, and to promptly pay to or reimburse a Seller Indemnified Person for, any and all Losses incurred, suffered, sustained or required to be paid by a Seller Indemnified Person relating to, resulting from, arising out of, or otherwise by virtue of any of the following: (i) any misrepresentation of, breach of, or inaccuracy in any representation or warranty made by Purchaser in this Agreement or any Transaction Documents; (ii) any non-fulfillment, non-performance, or breach of any agreement, covenant or condition on the part of the Purchaser made herein or to be performed, complied with or fulfilled under this Agreement or any Transaction Documents; (iii) any claim for payment of fees and/or expenses as a broker or finder in connection with the transactions contemplated herein and based upon any agreement between the claimant and any of the Purchasers; (iv) any liabilities or obligations that accrue or result from Purchaser’s operation of the Practice on or after the Closing Date (provided, that the foregoing shall exclude and not apply to any liabilities or obligations that arise as a result of or relate to any conditions, events, or activities that occur or exist before the Closing Date with respect to the Assets or otherwise relate to the Practice or the operation thereof); or (v) any Legal Proceeding incident to any of the foregoing.
Seller Parties’ Indemnification. Subject to each of the applicable limitations set forth in this Article V, each of the Seller Parties shall, jointly and severally, indemnify the Buyer, Geeknet, each of their Affiliates and their respective directors, managers, Affiliates, members, officers, employees, stockholders, agents, attorneys, Representatives, heirs, successors and assigns (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Indemnified Parties in respect of any loss, Liability, demand, claim, action, cause of action, cost, diminutions in value, damage, deficiency, fine or expense (including interest, penalties, assessments, judgments, awards, reasonable attorneys’, accountants’ and other professionals’ fees and expenses, court costs and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) imposed on, sustained, incurred or suffered by, or asserted against, any Buyer Indemnified Party, whether in respect of third party claims, claims between the Parties, or otherwise, directly or indirectly relating to, arising out of or in connection with:
