General Indemnification by the Company. Except (i) as provided in Section 6.5 or (ii) as required by applicable Law, the Company shall indemnify, defend and hold harmless on an After-Tax Basis each member of the Genworth Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Genworth Indemnified Parties”), from and against any and all Liabilities of the Genworth Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):
General Indemnification by the Company. Subject to the provisions and limitations of this Article V, from and after the Contribution Effective Time, the Company shall indemnify, defend and hold harmless each Person that after the Contribution Effective Time is a member of the SpinCo Group (including all Affiliates of SpinCo) and each of their respective Representatives and, as applicable, each of the heirs, executors, successors and assigns of any of the foregoing, from and against:
General Indemnification by the Company. The Company covenants and agrees that it will indemnify, defend, protect and hold harmless the Purchaser and its officers, stockholders, members, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns (the "Purchaser Indemnified Parties") at all times from and after the date of this Agreement, from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses, which shall include, without limitation, expenses of investigation) (collectively, "Losses") incurred by the Purchaser Indemnified Parties as a result of or arising from any breach of the representations and warranties made by the Company set forth herein or on the schedules or certificates delivered in connection herewith. Notwithstanding the foregoing, the Company shall have no obligations to indemnify any Purchaser Indemnified Party against any Losses resulting from any claims brought under or with respect to any of the Mortgage Loan or the Mezzanine Loan, except to the extent such claims are directly caused by the fraud, gross negligence or willful misconduct of any Company Indemnified Party prior to the effective date hereof.
General Indemnification by the Company. Except (i) as provided in Section 6.5 or (ii) as required by applicable Law, the Company shall, and shall cause the other members of the Company Group to, indemnify, defend and hold harmless on an After-Tax Basis each member of the GE Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “GE Indemnified Parties”), from and against any and all Liabilities of the GE Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication):
General Indemnification by the Company. The Company covenants and agrees, from and after the Closing, to indemnify, defend, protect and hold harmless Buyer and its respective officers, directors, employees, assigns, successors and affiliates (individually, a "Buyer Indemnified Party" and, collectively, the "Buyer Indemnified Parties") from, against and in respect of all liabilities, losses, claims, damages, business disruption, consequential damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, judgments, settlement payments, deficiencies, penalties, fines, interest payable to third persons and reasonable costs and expenses (including without limitation reasonable attorneys' fees and other disbursements) (collectively, "Damages") suffered, sustained, incurred or paid by the Buyer Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any inaccuracy or breach of any representation or warranty of the Company set forth in this Agreement (as qualified by the Company Disclosure Schedules) or any certificate delivered by or on behalf of Company at the Closing; (ii) any nonfulfillment of any covenant or agreement of the Company in this Agreement; (iii) any Excluded Liabilities; or (iv) any liabilities of the Company that are not Included Liabilities.
General Indemnification by the Company. Subject to Section 4.8, except (i) as provided in Sections 4.1 or 4.4, (ii) as otherwise provided under any Transaction Document or Corporate Reorganization Agreement, or (iii) as required by applicable Law, the Company shall indemnify, defend and hold harmless (A) each member of the MetLife Group, and (B) each of their respective Affiliates, directors, officers and employees, (collectively, (A) and (B) and each of their respective heirs, executors, successors and assigns, the “MetLife Indemnified Parties” or the “Group Individuals”), from and against any and all Losses actually suffered or incurred by or imposed on such MetLife Indemnified Parties to the extent relating to, arising out of or resulting from any of the following:
General Indemnification by the Company. The Company shall indemnify and hold Ichilov Tech, Ichilov Tech Related Entities and their employees, agents and representatives (“Beneficiaries”) harmless from and against any and all loss, liability, claims, damages and expenses (including legal costs and reasonable attorneys’ fees) of whatever kind or nature asserted by any Third Party (“Losses”) arising out of and/or resulting from: (a) the use and/or Exploitation of the Data by or on behalf of the Company, its Affiliates and/or any sublicensee, and (b) the development, manufacture, sale, or use of the Products by or on behalf of the Company, its Affiliates and/or any sublicensee.
General Indemnification by the Company. The Company shall indemnify, defend and hold harmless each member of the SpinCo Group and Parent (after the Distribution Time), each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnified Parties”), from and against any and all Liabilities of the SpinCo Indemnified Parties relating to, arising out of or resulting from any of the following items (without duplication) (collectively, the “Company Indemnification Obligations”):
General Indemnification by the Company. (a) From and after the Closing, the Company agrees to indemnify and hold harmless each Purchaser Group Member from and against any and all Losses and Expense suffered, incurred or sustained by any such Purchaser Group Member (up to an aggregate of $1,000,000 for all Purchaser Group Members) relating to, in connection with or arising from:
General Indemnification by the Company. The Company shall indemnify and hold Ichilov Tech, Ichilov Tech Related Entities and their employees, agents and representatives (“Beneficiaries”) harmless from and against any and all Losses (including legal costs and reasonable attorneys’ fees) arising out of and/or resulting from: (a) the use and/or Exploitation of the Licensed Information by or on behalf of the Company, its Affiliates and/or any Sublicensee, and/or (b) the development, manufacture, sale, use and/or application of the Products by or on behalf of the Company, its Affiliates and/or any Sublicensee (the “Liabilities”) unless it is finally judicially determined that such Losses arose primarily out of the negligence, willful misconduct or bad faith of Ichilov Tech.
