Indemnification by the Seller and the Shareholders. Except as otherwise limited by this Article 8 and Article 9 hereof, the Seller and the Shareholders jointly and severally agree to indemnify, defend and hold the Buyer, Weatxxxxxxx, xxch of their respective Affiliates and each of their respective officers, directors, employees, agents, stockholders and controlling Persons and their respective successors and assigns harmless from and against and in respect of Damages actually suffered, incurred or realized by such party (collectively, "Buyer Losses"), arising out of or resulting from or relating to:
Indemnification by the Seller and the Shareholders. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Seller and each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitee shall incur or suffer, which arise, result from or relate to (a) any material breach of, or failure by the Seller or any of the Shareholders to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or the Shareholders under this Agreement; and (b)
Indemnification by the Seller and the Shareholders. The Seller, Sub and the Shareholders agree to indemnify, defend and hold the Buyer and its Affiliates, officers, directors, shareholders, employees and agents harmless from and against any and all losses, liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) of every kind, nature and description, including but not limited to negligence and both statutory and common law strict liability claims (collectively, the “Claims”), sustained by the Buyer or any of its Affiliates, officers, directors, shareholders, employees or agents based upon, arising out of or otherwise in respect of (i) the inaccuracy of any representation or warranty, of the Seller or the Shareholders contained in this Agreement or in any certificate delivered pursuant to this Agreement; (ii) the breach of any covenant or agreement of the Seller, Sub or the Shareholders contained in this Agreement, or (iii) any Retained Liabilities.
Indemnification by the Seller and the Shareholders. The Seller and the Shareholders hereby covenant and agree to jointly and severally indemnify and hold harmless the Purchaser and its respective successors and assigns, at all times from and after the date of Closing, against and in respect of the following:
Indemnification by the Seller and the Shareholders. The Seller and the Shareholders agree, jointly and severally, to indemnify, defend and hold the Purchaser and the Parent harmless, their respective subsidiaries and affiliates and each of their respective shareholders, officers, directors and employees (the “Purchaser Indemnified Parties”) against all losses, liabilities, obligations, demands, judgments, settlements, damages (but excluding any claims for consequential damages, lost profits or punitive damages suffered directly by the Purchaser or the Parent as opposed to consequential damages, lost profits or punitive damages paid by the Purchaser to a third party), Taxes, or expenses (including, but not limited to, interest, penalties, fees, and reasonable professional fees and expenses) and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a third-party claim (herein referred to collectively as “Purchaser’s Losses” or individually as a “Purchaser’s Loss”) to which the Purchaser or the Parent may become subject to or which it may suffer or incur, directly or indirectly, as a result from or in connection with:
Indemnification by the Seller and the Shareholders. Subject to Section 6.5 hereof, the Seller and each of the Shareholders hereby jointly and severally agree to indemnify and hold harmless Purchaser, any Affiliate thereof and the directors, officers and employees of Purchaser or any such Affiliate from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements (singularly, a "Loss," and collectively, "Losses"), arising out of or relating to: (a) any failure or breach by the Seller or any Shareholder of any representation or warranty, made by the Seller or any Shareholder in this Agreement, including any certificate, schedule or other agreement delivered by the Seller or any Shareholder hereto, (b) any failure or breach by the Seller or any Shareholders of any covenant, agreement or undertaking in this Agreement, including any certificate, schedule or other agreement delivered by the Seller or any Shareholder, (c) any liabilities or obligations of, or claims against, the Seller or the Purchaser (whether absolute, accrued, contingent or otherwise) arising out of or in connection with the Seller's ownership, use or operations of the Assets and
Indemnification by the Seller and the Shareholders. In addition to any other remedies available to Buyer under this Agreement, or at law or in equity, the Seller and each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders (the "Buyer Indemnified Parties"), against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including interest, penalties and reasonable attorneys= fees and expenses (collectively, the "Damages") that such indemnitee shall incur or suffer, which arise, result from or relate to (a) any material breach of, or failure by the Seller or any of the Shareholders to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Buyer by the Seller or any of the Shareholders under this Agreement; and (b)
Indemnification by the Seller and the Shareholders. From and after the date hereof, the Seller and the Shareholders agree, jointly and severally, to indemnify fully, hold harmless, protect and defend the Buyer and its Affiliates, and their respective directors, officers, agents and employees, successors and assigns from and against:
Indemnification by the Seller and the Shareholders. Subject to the -------------------------------------------------- limitations contained in section 11 and section 12.4, the Seller and the Shareholders shall jointly and severally indemnify and defend the Buyer and each of its officers, directors, employees, shareholders, agents, advisors and representatives (each, a "Buyer Indemnitee") against, and hold each Buyer Indemnitee harmless from, any loss, liability, obligation, deficiency, damage or expense including, without limitation, interest, penalties, reasonable attorneys' and consultants' fees and disbursements (collectively, "Damages"), that any Buyer Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim):
Indemnification by the Seller and the Shareholders. (a) Subject to the other provisions of this Article VII, the Seller and each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all expenses, losses, damages, liabilities and out-of-pocket costs (including attorneys’ fees and expenses), in each case, net of insurance proceeds if and when actually received (“Damages”) suffered by any of the Purchaser Indemnified Parties to the extent resulting from, arising out of, or incurred with respect to:
