Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them Buyer harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their its respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE 9, from and after the Closing, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason as a result of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, Seller shall indemnify Buyer, its Affiliates, and defend each any of Buyer and its Affiliates (including the Company) and their respective Representatives officers, directors, employees, or agents (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them the Buyer Indemnified Parties harmless from and against, and shall pay and reimburse each of them for, against any and all Losses of, incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnified Parties based upon, arising out of, relating to, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII8, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, by the Buyer Indemnitees based upon, arising out of, with respect to of or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIV, Seller shall defend, indemnify and defend each of Buyer and hold harmless Buyer, its Affiliates (including the Company) affiliates and their respective Representatives (collectivelystockholders, the “Buyer Indemnitees”) againstdirectors, officers and shall hold each of them harmless employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and shall pay expenses, including attorneys' fees and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upondisbursements, arising out of, with respect to from or by reason ofrelating to:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective its’ Representatives (collectively, the “Buyer "Buyer’s Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, by the Buyer Buyer’s Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”and/or Buyer’s Representatives) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses Losses, incurred or sustained by, or imposed upon, the Buyer Indemnitees (and/or Buyer’s Representatives) based upon, arising out of, or with respect to or by reason ofto:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall defend, indemnify and defend each of Buyer and hold harmless Buyer, its Affiliates (including the Company) and their respective Representatives members, managers, stockholders, directors, officers, employees and other representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses Damages asserted against or incurred or sustained by, or imposed upon, the by such Buyer Indemnitees based upon, arising out of, with respect to or by reason ofof or resulting from:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyCompanies and their Subsidiaries from and after the Closing) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyCPBR) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIIX, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, the Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyTeco Subsidiaries) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, the Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) ), against, and shall hold each of them the Buyer Indemnities harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnities based upon, arising out of, with respect to or by reason of:of (without duplication):

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, Seller shall defend, indemnify and defend each of Buyer hold harmless Buyer, its affiliates, successors and its Affiliates (including the Company) assigns, and their respective Representatives (collectivelymembers, the “Buyer Indemnitees”) againstmanagers, employees and shall hold each of them harmless agents from and against, and shall pay and reimburse each of them for, any and against all Losses incurred arising from or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofrelating to:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyAcquired Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. (a) Subject to the other terms and conditions of this Article VIIIX, Seller shall indemnify and defend each of Buyer and its Affiliates (Affiliates, including the Company) , and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE IX, from and after the Closing, the Seller shall indemnify and defend the Purchaser, its Affiliates, and each of Buyer and its Affiliates (including the Company) and their respective Representatives employees, directors, officers, stockholders, agents, and representatives (collectively, the “Buyer IndemniteesPurchaser Group”) ), against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them forfrom, any and all Losses incurred or sustained by, by the Purchaser Group based upon or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, including the limitations set forth in Section 8.04, Seller shall indemnify and defend each of Buyer Buyer, 4Front and its their Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify indemnify, jointly and severally, and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives Company (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, from and after Closing, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including Xxxxxxxx and the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller and Guarantor Entity (jointly and severally) shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) affiliates and their respective Representatives stockholders, directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. (a) Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses (other than any Loss already taken into account in the Post-Closing Adjustment pursuant to Section 2.07) incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, from and after the Closing, Seller shall agrees to indemnify and defend each of Buyer Buyer, its Affiliates and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or suffered, incurred, paid, sustained by, or imposed upon, the any Buyer Indemnitees Indemnitee based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, upon or arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VIII and elsewhere in this Agreement, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE 8, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason as a result of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of the Buyer and its Parties, their Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIIX, Seller shall indemnify and defend each of Buyer Buyer, Innospec and its Affiliates (including the CompanyCompany and Sub) and their respective Representatives Representatives, directors, officers, managers, employees, equityholders, agents, successors and permitted assigns (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of the Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the CompanyCompany and the Acquired Subsidiaries) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, the Seller shall indemnify and defend each of the Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ‎Article VIII, Seller shall indemnify indemnify, defend, and defend each of hold harmless Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyTarget Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyCompany and each Subsidiary) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject From and after Closing, subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Buyer Indemnitees based uponto the extent, arising out of, with respect to of or by reason ofrelating to:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIIX, Seller shall indemnify and defend each of the Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVI, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives directors, officers and employees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE IX, Seller Sellers shall severally but not jointly indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, as a result of or arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless for, from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall defend, indemnify and defend hold harmless each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless Purchaser Indemnitee from and against, and shall pay and reimburse each of them for, against any and all Losses Damages suffered or incurred by any such Purchaser Indemnitee which arise, directly or sustained byindirectly, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to from or by reason ofin connection with:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Buyer’s Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses Losses, including reasonable professional and attorney’s fees, incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject From and after the Closing, subject to the other terms and conditions of this Article VIIIXI, Seller shall indemnify and defend each of Buyer Purchaser and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Except as otherwise provided herein, Subject to the other terms and conditions of this Article VIIIARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanySubsidiary) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of limitations set forth in this Article VIII, Seller unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and defend each of Buyer hold harmless Purchaser and its Affiliates (including the Company) and their respective Representatives managers, directors, officers, members, partners, Affiliates, controlling persons and representatives and their successors and assigns (collectively, the “Buyer IndemniteesPurchaser Indemnified Persons”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them the Purchaser Indemnified Persons for, any and all Losses incurred or sustained byresulting from, or imposed upon, the Buyer Indemnitees based upon, arising directly out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII8, Seller shall indemnify and defend each of Buyer Buyers and its their Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVI, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer Buyer, its Affiliates and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Buyer’s Representatives (collectivelyeach, the a “Buyer IndemniteesIndemnitee”) against, and shall hold each of them Buyer harmless from and against, and shall pay and reimburse each of them for, any and all Losses Losses, whether or not relating to any Third Party Claims and including, for the avoidance of doubt, those related to claims between the Parties, incurred or sustained by, or imposed upon, the a Buyer Indemnitees Indemnitee based upon, arising out of, in connection with, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVI, Seller shall indemnify and defend each of Buyer and its the Buyers, their respective Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against), and shall hold each of them harmless harmless, from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, by the Buyer Buyers Indemnitees based upon, to the extent arising out of, with respect to of or by reason of:

Indemnification by Seller. Subject to the other terms and conditions provisions of this Article VIII, Seller shall indemnify and defend each of Buyer hold harmless Buyer, its successors and assigns, and its officers, managers, directors, employees, agents and Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer IndemniteesBuyer’s Indemnified Persons”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them Buyer’s Indemnified Persons for, any and all Losses incurred or sustained byclaims, or imposed uponlosses, the Buyer Indemnitees based uponliabilities, damages, costs and expenses (including Legal Expenses) (collectively, “Losses”), arising out of, with respect to based upon or by reason ofincurred in connection with:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE IX, the Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives and the Company (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any of:: 45

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyCompanies) and their respective Representatives Personnel (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnitee based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, from and after the Closing Seller shall indemnify indemnify, defend and defend hold harmless each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred incurred, suffered or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, from and after Closing, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. (a) Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (Affiliates, including the Company) Target Parties, and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify indemnify, hold harmless, and defend each of Buyer and its Affiliates (including the CompanyCompanies) and their respective Representatives representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees in any way based upon, upon or arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the CompanyCompany and Holdco) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII8, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller each Seller, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VI, Seller shall indemnify and defend each of Buyer Purchaser and its Affiliates (including the Company) and their respective Representatives representatives (collectively, the “Buyer "Purchaser Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIIX, Seller shall indemnify and defend each of Buyer and its Affiliates (including including, after Closing, each of the CompanyGroup Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, upon or arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofof any material breach below:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIX, Seller shall indemnify and defend each of Buyer Purchaser and its Affiliates (including the Company) Affiliates, and their respective Representatives Representatives, successors and permitted assigns (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses Damages incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer Buyer, GDC and its their respective Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIVII, Seller shall Sellers shall, jointly and severally, defend, indemnify and defend each of Buyer and hold harmless Buyer, its Affiliates (including the Company) affiliates and their respective Representatives (collectivelystockholders, the “Buyer Indemnitees”) againstdirectors, members, managers, officers and shall hold each of them harmless employees from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and its and their respective equity holders and Representatives (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and on behalf of or reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any of the Buyer Indemnitees Indemnified Parties based upon, arising out of, with respect to or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE VII, each Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnitees, but not to exceed the amount of the Seller’s Purchase Price, based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIIIARTICLE V, Seller shall indemnify and defend each of Buyer and its Affiliates affiliates (including the Company) and their respective Representatives representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify and defend each of Buyer Purchaser and its Affiliates (including the Company) and their respective Designated Representatives (collectively, the “Buyer Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: