The Purchaser’s Indemnification. 11.2.1 The Purchaser shall indemnify and hold the Service Provider harmless from and against any and all damages, costs, losses and expenses, direct or indirect, arising out of or in connection with the Purchaser’s use of any Services or Results, including but not limited to any Third party claims on Intellectual Property Rights infringement.
The Purchaser’s Indemnification. Each Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, affiliates, control persons and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by such Purchaser or breach of any warranty by such Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by such Purchaser of any covenant or undertaking to be performed by such Purchaser hereunder, or under any other Related Agreement.
The Purchaser’s Indemnification. From and after the Closing Date, the Purchaser shall indemnify and hold harmless the Seller and the Shareholders and each of their respective legal representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller or the Shareholders resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller or the Shareholders pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Assumed Liabilities; and (iii) any Legal Proceeding or Order, arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.
The Purchaser’s Indemnification. From and after the Closing Date, the Purchaser shall indemnify and hold harmless each Owner and any Owner Affiliate, and each of their respective directors, officers, employees, agents, successors and assigns and legal representatives, from and against all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any of them resulting from, related to, or arising out of:
The Purchaser’s Indemnification. From and after the Closing Date, the Purchaser shall indemnify and hold harmless the Seller and the Members and any of their Affiliates, and each Person who controls (within the meaning of the Securities Act of 1933, as amended) the Seller or the Members or any such Affiliate, and each of their respective managers, officers, employees, agents, successors, assigns and legal representatives, from and against all Indemnifiable Losses imposed upon, incurred by or asserted against any of them which are caused by: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller or the Members pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Assumed Liabilities; and (iii) any Legal Proceeding or Order, arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.
The Purchaser’s Indemnification. Regardless of any investigation undertaken or made by the Company or the Stockholders, or any of their employees, agents or representatives prior to the Closing Date, the Purchaser hereby agrees to indemnify, defend and hold harmless the Stockholder Indemnified Parties, from and against any and all Claims (including, without limitation, Claims arising out of facts or circumstances that have occurred on or prior to the Closing Date, even though such Claim may not be filed or come to light until after the Closing Date) or Losses that may be imposed upon, incurred by or asserted against any of them arising out of, based upon or resulting from: (a) any breach of a representation or warranty set forth in Article 5; (b) any breach or non-fulfillment of any covenant or agreement to be performed by the Purchaser or Purchaser Constituent Corporation under this Agreement or any Collateral Document signed and delivered by the Purchaser or Purchaser Constituent Corporation; (c) operation of the Company and the Business from and after the Effective Date (but not to the extent of any Loss or Liability arising by reason of a breach by the Company, the Stockholder Representative or any Stockholder of any representation, warranty or covenant made in or pursuant to this Agreement or any Collateral Document, or to the extent of any Third Party Claim arising by reason of actions or conduct of any Stockholder following the Closing); and (d) any Legal Proceeding or Order, arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.
The Purchaser’s Indemnification. From and after the Closing, the Purchaser shall indemnify, defend and hold harmless the Shareholder from, against an with respect to any claim, liability, obligation, loss, damage,assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character arising out of or in any manner incident, relating or attributable to (i) the inaccuracy in any representation or breach of warranty of the Purchaser contained in this Agreement, in the Schedules, or in any certificate, instrument or other document or agreement executed by the Purchaser in connection with this Agreement or otherwise made or given in writing in connection with this Agreement by the Purchaser, except to the extent the Shareholder was aware of such inaccuracy or breach at the Closing, (ii) any failure by the Purchaser to perform or observe any covenant, agreement or condition to be performed or observed by it under this Agreement or under any certificates or other documents or agreements executed it in connection with this Agreement, and (iii) claims relating to the enforcement of the Shareholder's rights under this Agreement. If any claim covered by the foregone indemnity is asserted against the Shareholder, the Shareholder shall notify the Purchaser promptly and give it an opportunity in connection with such defense. In the event that the Purchaser fails to defend the same within a reasonable time, the Shareholder shall be entitled to assume the defense thereof and the Purchaser shall be liable to repay the Shareholder for all of its expenses reasonably incurred in connection with such defense (including reasonable attorneys' fees and settlement payments).
The Purchaser’s Indemnification. Subject to the limitations set forth in this Article 7, Purchaser shall indemnify and hold harmless Seller and its Affiliates and their respective successors, permitted assigns, personal representatives, heirs, officers, directors, employees, accountants, consultants, legal counsel, agents, members and other representatives (collectively, the “Seller Indemnified Parties” and, individually, a “Seller Indemnified Party”) from and against and in respect of any and all Losses that may be sustained or suffered by any such Seller Indemnified Party resulting from, in connection with or arising out of:
The Purchaser’s Indemnification. The Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller by reason of (a) the Purchaser’s breach of any representations or warranties of the Company contained in this Agreement (“Purchaser Rep Breaches”); (b) the Purchaser’s breach of any covenants of the Purchaser contained in this Agreement which survive the Closing, the failure to perform the obligation of Purchaser under the Related Agreements. The Purchaser’s representations and warranties shall terminate and be of no force and effect one (1) year after the Closing Date, except with respect to any Company Rep Breaches indemnity claims delivered to the Company prior to the termination date; and the foregoing Company indemnities shall terminate and be of no force and effect two (2) years after the Closing Date with respect to claims based on the Company’s failure to comply with a covenant in this Agreement which survives the Closing.
The Purchaser’s Indemnification. Each Purchaser, severally and not jointly, agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by such Purchaser or breach of any warranty by such Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by such Purchaser of any covenant or undertaking to be performed by such Purchaser hereunder, or under any other Related Agreement. Any indemnity obligation of any Purchaser to the Company pursuant to this Section 10 shall be limited to the gross proceeds received from the Company from such Purchaser at Closing.
