Common use of General Indemnification by Seller Clause in Contracts

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, claim, damage or expense, including reasonable and documented third party legal fees and expenses (collectively, “Losses”) suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from or relating to (i) the Seller Business (including the ownership or operation thereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, (ii) any Excluded Assets, (iii) any Excluded Liabilities and (iv) liabilities to be retained by Seller pursuant to Section 5.06.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, claim, damage or expense, including reasonable and documented third party legal fees and expenses (collectively, “Losses”) ), suffered or incurred by Purchaser, its Affiliates (including the Group Companies) and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from (i) any liability arising out of or relating to (i) the Seller Business (including the ownership or operation thereof), whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, (ii) any Excluded Assets, (iii) any Assets or Excluded Liabilities and (iviii) liabilities Seller’s or its Subsidiaries’ (including the Designated Seller Subsidiary) and Affiliates’ (and prior to be retained by Seller pursuant to Section 5.06the Closing, the Group Companies’) breach of any covenant or agreement in this Agreement.

General Indemnification by Seller. (a) Subject to the terms (including the limitations) set forth in this Article VIII, from and after the Closing, Seller shall (without duplication with respect to any other payment made pursuant to this Agreement) indemnify Purchaser against, and hold it harmless from, any loss, liability, claim, damage or expense, including reasonable and documented third party legal fees and expenses (collectively, “Losses”) ), suffered or incurred by Purchaser, its Affiliates (including the Group CompaniesTransferred Company) and each of their respective officers, directors, employees, equityholders, agents and representatives (collectively, the “Purchaser Indemnitees”) (other than any Loss relating to Taxes, for which indemnification is provided under Section 8.03) to the extent arising or resulting from from: (i) any liability arising out of or relating to (i) the Seller Business (including the ownership or operation thereof)) or any Excluded Liability, in each case, whether any such liability arises before or after Closing, is known or unknown or is contingent or accrued, and (ii) any Excluded Assets, (iii) breach by any Excluded Liabilities and (iv) liabilities Selling Entity of any covenants or agreements contained herein that by their terms are to be retained by Seller pursuant to Section 5.06performed in whole or in part after the Closing.