Indemnification by Seller and Seller Parent. (a) From and after the Closing Date, subject to the other provisions of this Article XI, Seller and Seller Parent, jointly and severally, agree to indemnify Purchaser and its officers, directors, employees and Affiliates (including the Company after the Closing) (collectively, the “Indemnified Purchaser Entities”) and to hold each of them harmless from and against, any and all actions, causes of actions, suits, proceedings, demands, assessments, judgments, settlements, claims, liabilities, losses, costs, Taxes, damages, fines, fees, deficiencies, expenses or penalties (including reasonable attorneys’ fees, expenses and disbursements in connection with any action, suit or proceeding against such Person but excluding, in any case, loss of profits or other consequential damages and punitive or other exemplary damages, except to the extent that such damages have been awarded to a Third Party against an Indemnified Party) (collectively, “Damages”) suffered, paid or incurred by any Indemnified Purchaser Entity resulting from or caused by: (i) any failure of any of the representations and warranties made by Seller and Seller Parent in Article IV of this Agreement (other than those made in Section 4.11 (Taxes)) to be true and correct as of the date of this Agreement or as of, and as if made on, the Closing Date (or, in the case of any representations and warranties that expressly speak as of an earlier date, as of such earlier date); provided, however, that if any such representation or warranty (other than the representations and warranties contained in Section 4.6 or Section 4.9(ii)) is qualified in any respect by materiality or Material Adverse Effect, for purposes of this paragraph, such qualifiers will in all respects be ignored; (ii) any nonfulfillment or breach by Seller or Seller Parent of any covenant or agreement of Seller or Seller Parent contained in this Agreement; and (iii) any Excluded Liabilities.
Indemnification by Seller and Seller Parent. (a) NutraMax, First Aid and FAP, severally and jointly, hereby indemnify Buyer, Buyer Parent and their directors and officers (collectively, the “Buyer Indemnified Parties” and, individually, a “Buyer Indemnified Party”) from and against any and all damage, loss, diminution in value, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by any such Buyer Indemnified Party which arises out of (i) any breach of any representation, warranty or covenant of NutraMax, First Aid or FAP in this Agreement or any other agreement executed in connection herewith, (ii) the Excluded Liabilities or (iii) any Liens described on Schedule 2.1(c).
Indemnification by Seller and Seller Parent. Seller and Seller Parent shall, jointly and severally, indemnify and hold harmless Buyer, HCR and their Affiliates (the “Buyer Indemnitees”) from and against any and all Losses asserted against, imposed upon, or incurred by any such indemnified party that arise out of or in connection with any of:
Indemnification by Seller and Seller Parent. Subject to the other provisions of this Article XI, from and after the Closing, Seller and Seller Parent shall, jointly and severally, be liable to the Purchaser Indemnified Parties for and shall indemnify the Purchaser Indemnified Parties against any and all Losses which any Purchaser Indemnified Parties may actually suffer or incur to the extent arising out of or related to:
Indemnification by Seller and Seller Parent. As an inducement to Buyer to enter into this Agreement and the Additional Agreements, and acknowledging that Buyer is relying on the indemnification provided in this Article 7 in entering into this Agreement and the Additional Agreements, each of Seller and Seller Parent agrees, on a joint and several basis, to indemnify, defend and hold harmless Buyer and its Affiliates, parent corporation and subsidiaries, and their respective employees, officers, directors, representatives, agents, counsel, successors and assigns (collectively, “Buyer Affiliates”), from and against any claims, losses, liability, obligations, lawsuits, judgments, settlements, deficiencies, damages, costs or expenses of whatever nature, including, without limitation, interest, penalties, attorneys’ fees, costs of investigation and all amounts paid in defense or settlement of the foregoing, reduced by and to the extent of any insurance proceeds received with respect to any of the foregoing (collectively “Claims and Losses”), suffered or incurred by Buyer or Buyer Affiliates as a result of or in connection with the following: (i) the inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement; (ii) a breach of any obligation, covenant or agreement of Seller or Seller Parent in this Agreement; (iii) any Excluded Asset; (iv) any failure by Seller to satisfy the Retained Liabilities; or (v) Medical Device Products implanted prior to the Closing.
Indemnification by Seller and Seller Parent. (a) Subject to the other terms and conditions of this Article VIII, from and after the Closing, Seller and Seller Parent, jointly and severally, shall indemnify, defend and hold harmless Buyer, its Affiliates and their respective successors and assigns and the respective Representatives of each of the foregoing (the “Buyer Indemnified Persons”) from and against any and all Losses of every kind, nature or description asserted against, or sustained, incurred, suffered or accrued directly or indirectly by, such Buyer Indemnified Person that arise out of, relate to or result from or as a consequence of any of the following:
Indemnification by Seller and Seller Parent. Subject to the other ------------------------------------------- provisions of this Article 10, from and after the Closing Date, Seller and Seller Parent shall, jointly and severally, indemnify and hold Buyer, its Affiliates and their respective employees, officers, directors and agents (the "Buyer Indemnitees") harmless from and against any and all Damages suffered by any Buyer Indemnitee arising out of or relating to:
Indemnification by Seller and Seller Parent. For a period of two (2) years from the Closing Date, Seller and Seller Parent agree to indemnify and hold Buyer harmless against and in respect of all actions, suits, demands, judgments, costs and expenses relating to any damage or deficiency resulting from any misrepresentation, breach of warranty, agreements by employees or officers of the Branches not properly recorded in the records of the Branches, or nonfulfillment of any agreement on the part of Seller under this Agreement provided, however, that Section 5 shall be the sole remedy with respect to Repurchase Obligations and Pledged Loans. Seller and Seller Parent agree to indemnify and hold Buyer harmless from and against all liabilities, obligations, demands, claims, actions, causes of action, assessments, deficiencies, costs, losses, damages, judgments, and expenses (including, without limitation, attorneys’ fees) directly or indirectly resulting from, based upon or attributable to liabilities, debts or obligations of Seller that Buyer has not expressly assumed under this Agreement.
Indemnification by Seller and Seller Parent. Seller and Seller Parent shall jointly and severally indemnify and hold harmless Purchaser, any Affiliate of Purchaser and each officer, director, employee or agent, whether past, present or future, of Purchaser or any Affiliate of Purchaser, from and against, and will reimburse each of them for, any and all Damages or Losses to the extent arising out of, relating to or resulting from:
Indemnification by Seller and Seller Parent. Seller and Seller Parent, jointly and severally, on an after-tax basis, will indemnify Buyer, Buyer Affiliate and their respective directors, officers, employees and agents (collectively “Buyer Indemnified Parties”) and hold it harmless from any Claim incurred or sustained by, or imposed upon, such Buyer Indemnified Party, which shall result or arise from:
