Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Purchaser shall be responsible for, shall pay, and shall indemnify, defend, and hold harmless each Seller, each Affiliate of such Seller, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys, and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, and Damages caused by, arising out of, attributable to, or resulting from:
(a) any failure or breach of any of Purchaser’s covenants or agreements contained in this Agreement or in any Transaction Document;
(b) any failure or breach of any representation or warranty made by Purchaser contained in Article 4 of this Agreement, in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) or in any Transaction Document; and/or
(c) any of the Assumed Obligations. EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE, OR CONCURRENT), STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEE, OR THIRD PARTY, but excepting and excluding in the case of Section 11.2(a), Section 11.2(b) and Section 11.2(c), any Damages against which Purchaser is entitled to indemnity from any Seller under Section 11.3 at the time the applicable Claim Notice is presented by Purchaser (but such exception and exclusion only applying to the extent and for the periods Sellers are obligated hereunder to provide such indemnity under this Article 11).
Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Purchaser shall be responsible for, shall pay, and shall indemnify, defend and hold harmless Seller, each Affiliate of Seller, and each of such Person’s respective officers, directors, employees and agents (“Seller Group”) from and against all obligations, liabilities, claims, causes of action and Damages caused by, arising out of, attributable to or resulting from:
(a) the failure or breach of Purchaser’s covenants or agreements contained in this Agreement or in any other Transaction Document; and
(b) any failure or breach of any representation or warranty made by Purchaser contained in Article 5 of this Agreement, the Purchaser Certificate or in any other Transaction Document;
Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Purchaser Parties shall jointly and severally be responsible for, shall pay, and shall indemnify, defend, and hold harmless each member of the Seller Group from and against all obligations, liabilities, claims, causes of action, and Damages caused by, arising out of, attributable to or resulting from:
(a) the failure or breach of any Purchaser Party covenants or agreements contained in this Agreement or in any other Transaction Document;
(b) any failure or breach of any representation or warranty made by any Purchaser Party contained in Article 5 of this Agreement or in any other Transaction Document; or
(c) any of the Assumed Obligations; EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEES OR THIRD PARTIES, but excluding in the case of Section 12.2(c) any Damages against which any Purchaser Party is entitled to indemnity from Seller or reimbursement from the Holdback Shares under Section 12.3(c).
Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing, Purchaser and each Subject Company shall be jointly and severally responsible for, shall pay, and shall jointly and severally indemnify, defend and hold harmless each Seller and its Seller Group from and against all obligations, liabilities, claims, causes of action and Damages suffered or incurred by any member of the Seller Group relating to Third Party Claims caused by, arising out of, attributable to or resulting from the conduct, ownership or operation of the Subject Securities, the Subject Company Groups, the Business and/or the Assets (excluding, however, any and all obligations, liabilities, claims, causes of action and Damages caused by, arising out of, attributable to or resulting from (a) the Seller Reorganization, (b) the ownership, operation or business of any Excluded Subsidiaries, (c) any Excluded Assets or (d) any ongoing business relationship or contractual arrangements between or among Purchaser or any of its Affiliates, on the one hand, and any member of the Seller Group, on the other hand).
Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing, Purchaser and the Company Group shall be responsible for, shall pay, and shall indemnify, defend and hold harmless Seller, each Affiliate of Seller, and each of such Person’s respective officers, directors, employees, and agents (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, and Damages caused by, arising out of, attributable to or resulting from:
(a) the failure or breach of Purchaser’s covenants or agreements contained in this Agreement; or
(b) any inaccuracy, misrepresentation, failure or breach of any representation or warranty made by Purchaser contained in Article 6 or in the Purchaser Certificate. EVEN IF ANY SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER GROSS, SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON, INVITEES OR THIRD PARTIES, but excluding any Damages against which Purchaser is entitled to indemnification or defense from Seller under Section 13.2 at the time the applicable Claim Notice is presented by Purchaser.
Seller’s Indemnification Rights. Subject to the terms hereof, from and after the Closing Date, Buyer and Company shall jointly and severally be responsible for, shall pay, and shall indemnify, defend and hold harmless Seller, each Affiliate of Seller, each member of the Sponsor Group, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys and consultants (“Seller Group”) from and against all obligations, liabilities, claims, causes of action, and Xxxxxx caused by, arising out of, attributable to or resulting from:
(a) the failure or breach of Buyer’s covenants or agreements contained in this Agreement or in any Related Agreement, in each case to the extent required to be performed after Closing;
(b) any failure or breach of any representation or warranty made by Buyer and/or Parent contained in Article 8 of this Agreement or in Buyer’s Closing Certificate; or
(c) the conduct, ownership or operation of the Company Interests, the Company, the Business and/or the Assets, but excluding, in each case, any matter for which Seller is obligated to indemnify the Buyer Group pursuant to Section 10.2.
Seller’s Indemnification Rights
