Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2, Seller and Shareholder jointly and severally hereby release and discharge and shall indemnify, defend and hold harmless Buyer and its affiliates, the directors, officers, employees, controlling persons, lenders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns of any of the foregoing (the “Buyer Covered Persons”) from and against any and all Claims, Environmental Claims and Losses constituting, arising out of, relating to, or attributable to (i) any Excluded Liability; (ii) any Excluded Asset; (iii) any breach of any representation or warranty of Seller or any Shareholder set forth in this Agreement; (iv) any breach of any covenant or agreement of Seller or Shareholder set forth in this Agreement; (v) any act, omission or event occurring, or any condition or circumstance existing, prior to the Closing Date (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities or Losses disclosed on any Schedule hereto, but excluding Assumed Liabilities; or (vi) any Employee Benefit Plan of Seller or any employment or similar agreement to which Seller is a party; provided, however, that Seller’s and Shareholder’s indemnification obligations under this Section 7.1 shall not apply to any Claims, Environmental Claims or Losses arising from, out of or in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 below.
Indemnification by Seller and Shareholder. Seller and Shareholder shall, jointly and severally, defend, indemnify and hold harmless Buyer, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys' fees and disbursements, arising from or relating to:
Indemnification by Seller and Shareholder. Subject to the limitations of Section 9.1, from and after the date hereof, Seller and Shareholder agree, jointly and severally, to indemnify fully, hold harmless, protect and defend Buyer and its Affiliates, and their respective directors, officers, agents and employees, successors and assigns from and against:
Indemnification by Seller and Shareholder. Subject to this Article 6, Seller and Shareholder, jointly and severally, agree to defend, indemnify and hold harmless Buyer’s Indemnified Persons from and against all Losses directly or indirectly incurred by or sought to be imposed upon any of them:
Indemnification by Seller and Shareholder. Notwithstanding any investigation at any time made by or on behalf of Buyer, Seller and Shareholder, jointly and severally, agree to defend, indemnify and hold harmless Buyer, and its officers, shareholders, directors, divisions, subdivisions, affiliates, parent, employees, agents, successors, assigns and the Assets (collectively the "Buyer Indemnified Parties") from and against all losses, claims, actions, causes of action, damages, liabilities, penalties, interest, expenses and other costs of any kind or amount whatsoever (including, without limitation, reasonable attorneys' and accountants' fees and other expenses), whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, (collectively the "Losses") which result, either before or after the Closing Date, from any:
Indemnification by Seller and Shareholder. Notwithstanding investigation at any time made by or on behalf of Buyer, Seller and Shareholder, jointly and severally, agree to defend, indemnify and hold harmless Buyer, its officers, shareholders, directors, divisions, subdivisions affiliates, parent, employees, agents, successors, assigns and the Assets from and against all losses, claims, actions, causes of action, damages, liabilities, expenses and other costs of any kind or amount whatsoever (including, without limitation, reasonable attorneys' fees), whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, which result, either before or after the date of this Agreement, from:
Indemnification by Seller and Shareholder. Seller and Shareholder agree, jointly and severally, to reimburse, indemnify and hold harmless Purchaser from and against any and all liabilities, losses, and reasonable costs and expenses, including, but not limited to, attorneys' and accountants' fees and disbursements (a "Loss" or collectively "Losses"), arising out of or incurred with respect to (a) any breach of anyone or more of Seller's and Shareholder's warranties or representations in this Agreement, (b) the breach or nonperformance of any covenant or obligation to be performed by Seller or Shareholder hereunder, or (c) the breach, nonperformance or non-payment of any liabilities or obligations of Seller not assumed by Purchaser pursuant to this Agreement, whether or not such liability or obligation is disclosed to Purchaser hereunder.
Indemnification by Seller and Shareholder. Seller and the Shareholders (for purposes of this Section 8.3 and, to the extent applicable, Section 8.4, "Indemnitor"), shall jointly and severally indemnify and hold PSC and Parent and their respective officers, directors, shareholders, affiliates, agents, employees, legal representatives, successors and assigns (each of the foregoing, including PSC and Parent, for purposes of this Section 8.3 and, to the extent applicable, Section 8.4, an "Indemnified Person") harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal), arising from or by reason of or resulting from (a) any breach by any Indemnitor of any representation or warranty contained in Section 2 of this Agreement (including the Exhibits hereto) or (b) the Indemnitor's management and conduct of the ownership or operation of the Medical Practice, the Business or the Assets or any alleged act of negligence or malpractice or violation of law of Indemnitor or its employees, agents and independent contractors in or about the Medical Practice, the Business or the Assets prior to the Closing Date.
Indemnification by Seller and Shareholder. Seller and Shareholder (jointly and severally, shall indemnify Purchaser against and hold it harmless from:
Indemnification by Seller and Shareholder. Provided Purchaser No. 1 and/or Purchaser No. 2 make a written claim for indemnification against Seller and/or Shareholder within any applicable survival period specified in Section 11.1, and subject to the limitations set forth in Section 11.6, Seller and Shareholder (jointly and severally), shall indemnify Purchaser No. 1 and/or Purchaser No. 2 against and hold them harmless from:
