Indemnification of the Sellers. Subject to the limitations set forth in this Article XII, from and after the Closing, the Buyer shall indemnify and hold harmless, to the fullest extent permitted by Law, each Seller and such Person’s respective Affiliates, and their respective successors and assigns (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any of the following:
Indemnification of the Sellers. The Buyers will indemnify and hold the Seller, its Affiliates, directors, officers, employees and agents and Xxxxxx (collectively, the "Seller Parties") harmless from any and all Losses that any Seller Party may suffer or incur as a result of or relating to:
Indemnification of the Sellers. Subject to the limitations contained in this Article IX, the Purchaser shall indemnify, defend and hold harmless each Seller and its Affiliates and their respective officers, managers, directors, employees and the successors, heirs and assigns of any of the foregoing (the "Sellers Indemnified Parties") from and against any and all Losses which arise out of, or result from:
Indemnification of the Sellers. The Buyer hereby agrees to ------------------------------ indemnify and hold harmless each of the Sellers, any trustee of any Seller in his or her capacity as trustee and any beneficiary or trustee of any Seller in his or her capacity as such, and their respective successors, assigns, agents and Affiliates (collectively, the "Seller Indemnitees") against all Losses ------------------ actually incurred as a result of, or attributable to (i) any inaccuracy in, or breach of, any representation, warranty, covenant or agreement made by the Buyer in this Agreement or (ii) by reason of any act or failure to act by the Buyer, its Affiliates its successors or assigns or, after the Closing Date, by the Company or any Subsidiary, in connection with the ownership of the Company or any Subsidiary or the operation of the Business after the Closing Date; provided -------- that in no event shall the Buyer be liable for loss of profits or consequential damages.
Indemnification of the Sellers. After the Closing, Purchaser agrees to indemnify, reimburse and hold harmless each Seller Group Member from and against any and all Losses incurred by any such Seller Group Member, directly or indirectly, in connection with or arising from:
Indemnification of the Sellers. Subject to the limitations set forth in this Agreement, the Purchasers, jointly and severally, shall indemnify, defend and hold the Sellers and their respective Affiliates (other than any of SHLX Indemnified Parties) and their respective securityholders, directors, officers, agents, representatives and employees (the “Seller Indemnified Parties”) harmless from and against any and all Damages suffered or incurred by the Seller Indemnified Parties as a result of or arising out of (a) any breach or inaccuracy of a representation or warranty of a Purchaser in this Agreement or (b) any breach of any agreement or covenant on the part of a Purchaser made under this Agreement or in connection with the transactions contemplated hereby or thereby. Any indemnification provided pursuant to this Agreement shall not be duplicative of any indemnification provided pursuant to the Omnibus Agreement.
Indemnification of the Sellers. (a) Subject to the limitations set forth in Sections 12.3(b) and 12.3(c), Purchaser shall indemnify the Sellers and their Affiliates, officers, directors, employees, agents, representatives, successors and assigns (each a “Seller Party”) and save and hold each of them harmless from and against, and pay on behalf of or reimburse any Seller Party as and when incurred for, all Losses arising out of or relating to:
Indemnification of the Sellers. After the Closing, the Purchasers shall indemnify and hold harmless the Sellers (and their directors, managers, officers, employees, agents, Affiliates, successors, and assigns) from and against any and all Losses based upon, arising out of or incurred with respect to (i) any breach of any of the Purchasers’ representations and warranties contained in Article V or any certificate delivered at the Closing, (ii) any breach or nonperformance of any covenant or obligation to be performed by the Purchasers hereunder (or the Company hereunder after the Closing) or under any agreement executed in connection herewith, or (iii) any matter arising out of the operation of the business of any of the Company or the Subsidiaries after the Closing to the extent not caused by or attributable to any act or omission of Sellers.
Indemnification of the Sellers. From and after the Closing ------------------------------ Date, the Buyer will indemnify, defend, and hold harmless the Sellers and its representatives, agents, and affiliates from, against, and in respect of all third party Damages arising out of, relating to, or resulting from (a) any material inaccuracy or material breach of any of the written representations or warranties of the Buyer made in or pursuant to this Agreement or the Transaction Documents; (b) the material breach of any covenant, obligation, or agreement of the Buyer to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; (c) any material misrepresentation or the omission of any material fact (including, without limitation, those facts required to make the facts otherwise set forth not misleading) in this Agreement or the Transaction Documents (including all Exhibits and Schedules hereto and thereto) or (d) the conduct and/or the operation of the Company after January 31, 1996; provided that no indemnification will be owed hereunder in any case where it is determined that Damages result solely from the gross negligence, willful misconduct, or bad faith of the Sellers or the Company (pre- Closing); provided, further, that the Buyer will not be liable for indemnification hereunder in respect of any breach of any warranty, representation, covenant, obligation, or agreement, or any material misrepresentation or omission, that is not made or is not to be performed by the Buyer.
Indemnification of the Sellers. Global and Buyer agree to jointly and ------------------------------ severally indemnify and hold harmless the Sellers and the Company and each officer, director, stockholder or affiliate of the Company, from and against any Indemnifiable Costs arising out of any material misrepresentation, breach or default by Global and Buyer of or under any of the covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith. In addition, the Company and Buyer shall indemnify the Sellers for any payment or satisfaction of any guarantees by the Sellers of the Company's obligations occurring after the Closing Date.
