Indemnification by the Purchaser Parties. Subject to this Article 11 and Section 12.5, the Purchaser Parties shall jointly and severally indemnify and save harmless the Vendor Indemnitees from any and all Losses suffered or incurred by the Vendor Indemnitees as a result of or arising directly or indirectly out of or in connection with:
Indemnification by the Purchaser Parties. (a) From and after the Closing, the Purchaser Parties shall jointly and severally indemnify, defend and hold harmless the Sellers, and their respective directors, officers, employees, agents, Affiliates (other than the Group Companies) and permitted successors and assigns (the “Seller Indemnified Parties”) in euros in cash from and against any Losses the Seller Indemnified Parties shall suffer, sustain or become subject to, through and after the date of the claim for indemnification, arising out of or resulting from (a) any failure of any representation or warranty made by the Purchaser Parties contained in Article 6 to be true and correct as of the Closing Date and (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by a Purchaser Party pursuant to this Agreement or any other Transaction Document.
Indemnification by the Purchaser Parties. (a) Subject to the provisions of this Article X, effective as of and after the Closing, the Purchaser Parties shall indemnify and hold harmless Seller and its Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Covered Losses incurred or suffered by any of the Seller Indemnified Parties to the extent arising out of or resulting from:
Indemnification by the Purchaser Parties. Subject to the other terms, conditions and limitations of this Agreement (including the provisions of Sections 6.1, 6.4, 6.5, and 6.6), from and after the Closing, the Purchaser Parties, jointly and severally, shall indemnify and defend the Seller Parties and their Affiliates and their respective officers, directors and managers (or Persons serving in similar capacities), employees, successors and assigns (the “Seller Indemnified Parties”) against, and hold the Seller Indemnified Parties harmless from, and shall pay and reimburse each of them for, all Losses incurred or sustained by, or imposed upon, any of the Seller Indemnified Parties to the extent arising out of:
Indemnification by the Purchaser Parties. From and after, and subject to the occurrence of, an Applicable Initial Closing, the Purchaser Parties, jointly and severally, shall, subject to the provisions of this Article XI, indemnify and hold harmless the Seller Parties and their respective Affiliates (collectively, the "Seller -- \\DC - 088650/000238 - 6521921 v16 -72- Indemnified Parties") from and against any and all Losses that are suffered or incurred by any Seller Indemnified Party arising out of, resulting from or relating to any of the following matters:
Indemnification by the Purchaser Parties. From and after the Closing Date, the Purchaser Parties, jointly and severally, shall, subject to the provisions of this ARTICLE VII, indemnify and hold harmless the Seller Parties, Seller Parent and their respective Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Losses that may be suffered or incurred by any Seller Indemnified Party arising out of, resulting from or relating to any of the following matters:
Indemnification by the Purchaser Parties. From and after, and subject to the occurrence of, an Applicable Initial Closing, the Purchaser Parties, jointly and severally, shall, subject to the provisions of this Article XI, indemnify and hold harmless the Seller Parties and their respective Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Losses that are suffered or incurred by any Seller Indemnified Party arising out of, resulting from or relating to any of the following matters:
Indemnification by the Purchaser Parties. (a) Subject to written notice of such claim for indemnification being given to the Purchaser Parties within the appropriate survival period set forth in Section 9.1, the Purchaser Parties covenant and agree, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend and hold harmless the Seller Parties from and against all Losses directly or indirectly resulting from or arising out of (i) any representation or warranty of the Purchaser Parties contained in this Agreement that survives the Closing pursuant to Section 9.1 not being true and correct when made or deemed made, or (ii) any nonperformance or breach of any covenant or agreement of the Purchaser Parties contained in this Agreement (including the covenants and agreements set forth in Article I).
Indemnification by the Purchaser Parties. Subject to the provisions of this Article IX, effective as of and after the Closing, the Purchaser Parties shall indemnify, defend and hold harmless Seller and its Affiliates (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties to the extent arising out of or resulting from (a) any Assumed Liabilities or (b) any breach of any covenant or agreement by the Purchaser Parties contained in this Agreement. The foregoing is not intended to limit any rights or remedies of Seller with respect to any breaches of the Purchaser Parties’ representations or warranties. Other than Losses arising out of fraud, Seller hereby acknowledges and agrees, for and on behalf of itself and its Subsidiaries and Affiliates (the “Seller Parties”), that the aggregate liability of Purchaser and its Subsidiaries and Affiliates for any and all Losses suffered or incurred by the Seller Parties (or any of them) as a direct or indirect result of, or directly or indirectly arising out of, any breach of or inaccuracies in Purchaser’s representations and warranties in this Agreement will be an amount equal to $100,000,000.
Indemnification by the Purchaser Parties. (a) Subject to Sections 7.2(b) and 7.6, the Purchaser Parties shall and shall cause the Acquired Companies to indemnify Seller and its Affiliates (the “Seller Indemnified Parties”) from any damages, claims, losses, Liabilities, judgments, settlements and reasonable costs and expenses (including reasonable attorneys' fees) (collectively, “Losses”) incurred by or asserted against any of the Seller Indemnified Parties, to the extent resulting from (i) any breach of any representation or warranty made by the Purchaser Parties contained in Article IV or the certificate delivered pursuant to Section 6.3(a) (disregarding for this purpose all references to “material,” “materiality” or “Purchaser Material Adverse Effect”), (ii) any breach of any covenant or agreement of the Purchaser Parties contained in this Agreement (other than Section 5.4), (iii) any liability for Taxes of either Acquired Company for any taxable year or period (or portion thereof) that begins after the Closing Date, (iv) any liability for which the Purchaser Parties are liable pursuant to Section 5.4(a) for Transfer Taxes arising out of or in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, (v) any liability for Taxes reflected or taken into account in the preparation of the Closing Net Worth Statement or the adjustment to the Closing Purchase Price, if any, pursuant to Section 2.3, (vi) any breach of any covenant or agreement of any Purchaser Party contained in Section 5.4, and (vii) all other Liabilities of whatever kind or nature, direct or indirect, absolute, contingent, known or unknown, whether or not accrued or arising before, on or after the Closing Date relating to, or arising out of, the Acquired Companies or the operation of their business (except, in the case of this subclause (vii)), for such matters for which Seller is obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 7.3 or any Ancillary Agreement).
