Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:
Indemnification by Acquiror. Subject to the other terms and conditions of this Article 10, from and after the Closing, Acquiror shall indemnify and defend Contributor and its Affiliates and their respective representatives, including directors, managers, officers, employees, consultants, financial advisors, counsel and accountants (collectively, the “Contributor Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Contributor Indemnitees:
Indemnification by Acquiror. Without limiting or otherwise affecting the indemnity provisions of any Ancillary Agreement, but subject to the limitations set forth in this Article VIII, from and after the Closing Date, Acquiror will indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Seller Indemnitees from and against any and all Losses that result from or arise out of, whether prior to or following the Closing, any of the following items (without duplication):
Indemnification by Acquiror. Acquiror and Roxxxx XxXxxxxxx xgrees to save, defend and indemnify current holders of Company Common Stock who will receive shares of Acquiror Preferred Stock as a result of the consummation and closing of the Acquisition, against and hold each of them harmless from any and all damages arising from the breach of any of Acquiror’s representations, warranties, covenants or agreements contained herein or the documents executed by Acquiror in connection herewith, which arise during the Indemnification Period.
Indemnification by Acquiror. (a) Subject to Section 7.1 and 7.2(b), and except as otherwise provided in Article VIII, Acquiror hereby agrees that it shall indemnify, defend and hold harmless Sellers and their respective stockholders, directors, officers, employees, representatives, advisors, agents and Affiliates (the "Seller Indemnified Parties") from, against and in respect of any and all damages, claims, losses, charges, actions, suits, proceedings, deficiencies, Taxes, interest, penalties, and reasonable costs and expenses (but not including, consequential, exemplary, special and punitive damages and lost profits, other than such damages awarded to any third party against an Indemnified Party) (collectively, the "Losses") arising out of, relating to or resulting from, directly or indirectly: (i) any breach of any representation or warranty made by Acquiror contained in this Agreement; (ii) the breach of any covenant or agreement of Acquiror contained in this Agreement; and (iii) except as otherwise provided in Article VIII or specifically enumerated as an item as to which Sellers will indemnify Acquiror pursuant to Section 7.3, all liabilities and obligations of the PEPL Companies and/or the Business, regardless of when they arose or arise and regardless of by whom or when asserted (including, without limitation, all liabilities and expenses attributable to the PEPL Employee Benefit Plans and the PEPL Employee Arrangements or otherwise to be assumed or paid by Acquiror or the PEPL Companies pursuant to Section 5.9). (b) Acquiror shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters enumerated in Section 7.2(a)(i) unless the Losses therefrom exceed an aggregate amount equal to $45 million (the "Deductible"), and then only for such Losses in excess of such amount, and only up to an aggregate amount equal to $250 million. For purposes of this Section 7.2 only, the representations and warranties of Acquiror contained in this Agreement shall be read without giving effect to any "materiality" exceptions; provided, that Losses relating to any single breach or series of related breaches of such representations and warranties shall be deemed to not constitute a Loss, and therefore shall not consume the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $1 million. (c) Notwithstanding any other provision in this Agreement to the contrary, this Section 7.2 shall not apply t...
Indemnification by Acquiror. (a) Subject to Sections 8.02(b), 8.03, 8.04, 8.06, 8.07 and 10.01, Acquiror shall indemnify, defend and hold harmless Seller and their respective Affiliates (but not any of the Companies) and Representatives (collectively, the "Seller Indemnified Parties") against, and reimburse each Seller Indemnified Party for, all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
Indemnification by Acquiror. Subject to the other terms and conditions of this Article 10, Acquiror shall indemnify and defend the Transferors and their respective Representatives (collectively, the “Transferor Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Transferor Indemnitees based upon, arising out of, with respect to, relating to or by reason of:
Indemnification by Acquiror. If a Holder's Registrable Securities are sold under a Prospectus which is a part of a Registration Statement, Acquiror agrees to indemnify and hold harmless such Holder from and against any and all losses, claims, damages and liabilities (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which such Holder may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any violation or alleged violation by Acquiror of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto, provided that Acquiror will not be liable to any Holder to the extent that such loss, claim, damage or liability arises from or is based upon any untrue statement of a material fact or omission of a material fact that was made in such Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to Acquiror by such Holder expressly for use therein.
Indemnification by Acquiror. Acquiror shall save, defend, indemnify and hold harmless the Stockholders and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing from and against any and all Losses asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to:
Indemnification by Acquiror. Subject to the terms of this Article VII, from and after the Closing, Acquiror shall indemnify and hold harmless the Contributor Parties and their current and future Affiliates and indirect and direct equity holders, members, directors, managers, officers, employees and agents of the foregoing (collectively, the “Contributor Indemnified Parties” and, together with the Acquiror Indemnified Parties, the “Indemnified Parties”), to the fullest extent permitted by Law, from and against, and pay to the applicable Contributor Indemnified Parties the amount of any and all Losses to which a Contributor Indemnified Party suffers, incurs, sustains or becomes subject to, whether or not involving a Third Party Claim, based upon, attributable to or resulting from (including any and all Proceedings, demands or assessments arising out of):
