Indemnification of Buyer Indemnitees. The Seller shall indemnify, save and keep the Buyer and its successors and permitted assigns, and their respective directors, officers, employees and agents, and the heirs, executors and personal representatives of each of the foregoing (each a "Buyer Indemnitee" and collectively the "Buyer Indemnitees"), harmless against and from all Damages sustained or incurred by any Buyer Indemnitee as a result of or arising out of:
Indemnification of Buyer Indemnitees. From and after the Closing, Seller and Parent shall, jointly and severally, indemnify and defend Buyer, the Group Companies, and their successors and assigns and each of the foregoing’s respective shareholders, members, officers, directors, employees and agents (collectively, the “Buyer Indemnitees”) against, and hold the Buyer Indemnitees harmless from, any Losses based upon, related to, arising out of, or caused by (i) any inaccuracy in, or breach of, any representation or warranty made by Seller in Section 3.2 (Authority), Section 3.3 (Enforceability), Section 3.5 (Capitalization) or Section 3.23 (Brokers) (collectively, the “Fundamental Representations”), (ii) any breach of, or failure to comply with, any covenant or agreement made by Seller in this Agreement, which contemplates performance after the Closing or otherwise expressly by its terms survives the Closing, (iii) any Seller Benefit Plan (including any Losses related to a Seller Benefit Plan prior to such arrangement being transferred to Seller or an Affiliate and becoming a Seller Benefit Plan) or any other employee benefit plan, program, policy, practice or Contract that would be a Seller Benefit Plan if employees, officers or directors of a Group Company participated, and any Multiemployer Plan to the extent such Loss is directly attributable to the participation in such plan by, and the contribution history of, Seller or Affiliates of Seller (other than the Group Companies) (it being understood, a Loss will be deemed directly attributable to the participation by, and the contribution history of, Seller and its Affiliates if a Multiemployer Plan, in its assessment of withdrawal liability, allocates to the Group Companies any of the contribution history of Seller or its Affiliates (other than the Group Companies)), (iv) the matters set forth in Schedule 9.1(iv), subject to any limitations set forth therein and (v) any amounts required to pay any Indebtedness of the Group Companies as of the Closing Date that were not reflected on the Closing Statement.
Indemnification of Buyer Indemnitees. From and after the Closing (but subject to Section 9.01, the Seller Group Members shall hold harmless, indemnify and defend each of the Buyer Indemnitees from and against, and shall compensate and reimburse each of the Buyer Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of:
Indemnification of Buyer Indemnitees. 8.2.1. Subject to the limitations contained in this Section 8.2, Buyer, the Company (from and after the Effective Time) and each of their respective directors, officers, employees, agents, representatives, stockholders, successors, assigns and Affiliates (collectively, the “Buyer Indemnitees”) shall be indemnified and held harmless by, prior to the Effective Time, the Company, and from and after the Effective Time, the Sellers, severally and not jointly, from and against any and all Losses incurred by them in connection with, caused by or resulting or arising out of (a) any breach or inaccuracy of any representation or warranty of the Company or the Holder Representative contained in this Agreement (other than the Fundamental Representations of the Company and the representations and warranties in Section 3.10 (tax matters)) or any representation or warranty set forth in the certificate provided pursuant to Section 6.2.7 with respect to such representations and warranties or any representation or warranty set forth in the Unaudited 2015 Financials Certificate or Audited 2015 Financials Certificate, whichever is in effect as of the Closing, (b) any breach or inaccuracy of any Fundamental Representation of the Company or any representation or warranty set forth in the certificate provided pursuant to Section 6.2.7 with respect to any Fundamental Representation, (c) any failure of (i) the Company or any Company Subsidiary prior to the Closing to perform any covenant, obligation or other agreement of the Company contained in this Agreement required to be performed prior to the Closing or (ii) the Holder Representative to perform any covenant, obligation or other agreement of the Holder Representative contained in this Agreement and any inaccuracy in the certificate provided pursuant to Section 6.2.7 with respect to such covenants, obligations or other agreements set forth in the foregoing clauses (i) and (ii), (d) any (i) breach or inaccuracy of any representation and warranty in Section 3.10 (tax matters) or (ii) Tax of the Company or any Company Subsidiary for any Pre-Closing Tax Period (as determined in accordance with Section 5.10.6, if applicable), (e) any violation of any escheat or other Law with respect to unclaimed property occurring prior to the Closing (solely to the extent not included as a liability in Account No. 210330 (A/P Outstanding Checks) in the Final Working Capital), (f) any claim by any Seller that the Initial Merger Consideration, Final...
Indemnification of Buyer Indemnitees. Subject to Section 8.1, this Section 8.2 and Sections 8.5 and 8.7, from and after the Closing Date, the Seller will indemnify and hold harmless the Buyer and its successors and permitted assigns, and the officers, employees, directors and stockholders of the Buyer and their respective heirs and personal representatives (collectively, the "Buyer Indemnitees"), solely out of the Indemnification Escrow Amount and subject to the terms of the Escrow Agreement, for the amount of any and all out-of-pocket losses, costs, damages, claims, fines, penalties, expenses (including reasonable fees and expenses of outside attorneys), reasonable costs of investigation (including reasonable fees and expenses of outside accountants, consultants and experts reasonably engaged), amounts paid in settlement, court costs, and other expenses of litigation but excluding any and all internal costs and expenses incurred by any party entitled to indemnification under this Article VIII (collectively, "Damages") actually incurred by a Buyer Indemnitee arising out of (i) any breach of any representation or warranty of the Seller contained in Article III of this Agreement or (ii) any breach by the Seller of any of its covenants or agreements contained in this Agreement that survive the Closing Date.
Indemnification of Buyer Indemnitees. Subject to the terms of Section 8.4 below, Seller hereby agrees to indemnify and hold the Buyer Indemnitees harmless from and against:
Indemnification of Buyer Indemnitees. Seller shall indemnify and hold harmless Buyer, the Company and their respective officers, directors, employees, attorneys, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnitees") from, and will pay to the Buyer Indemnitees the amount of any Damages (as defined in Section 9.3 below) arising, directly or indirectly, from or in connection with:
Indemnification of Buyer Indemnitees. Subject to Sections 7.4, 7.5 and 7.7 hereof, from and after the Effective Time:
Indemnification of Buyer Indemnitees. From and after the Effective Time, the Sellers shall (subject to Section 7.3), jointly and severally, indemnify, defend and hold harmless Buyer and its respective Affiliates and each of their respective officers, directors, stockholders, members, managers, partners, employees, agents or other representatives (all such foregoing Persons, collectively, the “Buyer Indemnitees”) from and against the entirety of any Losses any Buyer Indemnitee may suffer, sustain or become subject to (including any Losses any Buyer Indemnitee may suffer after the end of the Survival Period with respect to claims made within such period) resulting from or arising out of any of the following (any of the following referred to as “Buyer Indemnifiable Losses”):
Indemnification of Buyer Indemnitees. Subject to the other provisions of this Article IX (including Section 9.04), from and after the Closing Date, and subject to the limitations set forth in this Agreement, Sellers shall severally, and not jointly and severally, indemnify, defend and hold Buyer, its Representatives and Affiliates (including the Companies), each of their respective equityholders, members, partners, officers, directors, managers, employees, agents, Affiliates, and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Buyer Indemnitees”) harmless from Losses actually suffered or incurred by such Buyer Indemnitee as a direct result of:
