Indemnification by the Acquiror. (a) From and after the Closing and subject to this ARTICLE X, the Acquiror shall indemnify, defend and hold harmless the Parent, its Affiliates and its and their respective Representatives (collectively, the “Parent Indemnified Parties”) from and against, and reimburse any Parent Indemnified Party for, all Losses that such Parent Indemnified Party may at any time suffer or incur, as a result of, arising out of, relating to or in connection with:
Indemnification by the Acquiror. Subject to the other provisions of this Article VIII, from and after the Closing the Acquiror shall indemnify and hold the Company and the Operating Subsidiaries and their respective officers, directors, employees, attorneys and agents harmless from, against and in respect of any and all Indemnity Claims which arise or result from and to the extent they are attributable to:
Indemnification by the Acquiror. 12.3.1. From and after the Closing until the expiration of the Claims Period, the Acquiror shall indemnify and hold harmless the Company and the Shareholders (collectively, the "Company Indemnified Parties"), from and against any Damages arising, directly or indirectly, from or in connection with:
Indemnification by the Acquiror. Subject to the provisions of this Article VIII, the Acquiror (and after the Closing jointly and severally with the Surviving Corporation) shall save, defend, indemnify and hold harmless the stockholders and optionholders of the Company and their Affiliates, and the respective Representatives, successors and assigns of each of the foregoing (the “Company Indemnified Parties”), acting solely through the Stockholder Representatives, from and against any and all Losses asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to:
Indemnification by the Acquiror. (a) Subject to Sections 10.02(b), 10.03 and 11.01, the Acquiror shall indemnify, defend and hold harmless the GE Parties, their respective Affiliates and their respective Representatives (collectively, the “GE Indemnified Parties”) against and reimburse any GE Indemnified Party for all Losses, that such GE Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
Indemnification by the Acquiror. (a) Subject to Sections 10.02(b), 10.03, 10.06, 10.07 and 11.01, the Acquiror shall indemnify, defend and hold harmless the Sellers and their respective Affiliates (but not the Transferred Companies) and Representatives (collectively, the “Sellers Indemnified Parties”) against, and reimburse any Sellers Indemnified Party for, all Losses that such Sellers Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:
Indemnification by the Acquiror. Solely for the purpose of indemnification under this Section 5.2, the representations and warranties of the Acquiror and the Parent in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. Subject to Section 5.8, from and after the Closing Date, the Acquiror and the Parent, jointly and severally, hereby agree to indemnify, defend and hold harmless the Guarantor and the Contributor and their respective subsidiaries, managers, directors, officers, members, shareholders, employees and agents (the “Contributor Indemnitees”) from and against, and shall reimburse the Contributor Indemnitees for, any and all Losses, including without limitation any Losses arising out of the strict liability of any Person, paid, imposed on or incurred by the Contributor Indemnitees, directly or indirectly, resulting from, caused by, arising out of, or in any way relating to and with respect to any of, or any allegation of the following:
Indemnification by the Acquiror. (a) From and after the Closing and subject to this Article XI, the Acquiror shall indemnify, defend and hold harmless the Seller, its Affiliates and its and their respective Representatives (collectively, the “Seller Indemnified Parties”) from and against, and reimburse any Seller Indemnified Party for, all Losses that such Seller Indemnified Party may at any time suffer or incur, as a result of, arising out of, relating to or in connection with:
Indemnification by the Acquiror. (a) The Acquiror shall indemnify and hold harmless on an After-Tax Basis GE from and against, and reimburse each such Person for, (i) any Losses with respect to United States or foreign federal, state, local, or other governmental income or franchise Taxes imposed on the Company(or the portion thereof) beginning after the Closing Date, and (ii) any Losses as may result from any action outside the ordinary course of business taken with respect to the.
Indemnification by the Acquiror. The Acquiror shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Selling Holder and each of its officers, directors, agents and employees, each Person who controls the Acquiror (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of investigation and reasonable attorneys' fees and expenses) and expenses (collectively, "Losses"), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance, except to the extent that any such untrue statement or omission is based solely upon information regarding such Selling Holder furnished to the Acquiror in writing by such Selling Holder stated specifically for use therein.
