Indemnification by the Seller Parties. Except as otherwise limited by this Article IX, the Seller Parties, jointly and severally, shall indemnify and hold harmless the Purchaser and its Affiliates, parents, subsidiaries, officers, directors, employees, agents, independent contractor salespersons, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (whether or not arising out of third-party claims) (including, without limitation, costs of mitigation, losses in connection with any Environmental Law, lost profits and other losses resulting from any shutdown or curtailment of operations, reasonable attorneys’ fees and expenses and any and all amounts paid in investigation, defense or settlement of any or all of the foregoing) (“Losses”), arising out of or resulting from (i) any or all misrepresentations or breaches of warranty by the Seller Parties contained herein or in any document delivered hereunder; (ii) the breach of any or all covenants or agreements by the Seller Parties contained herein or in any document delivered hereunder; (iii) any Losses of the Purchaser arising out of or resulting from the failure of the Seller Parties to comply with any applicable bulk sales laws in the United States; (iv) any Retained Liabilities; (v) except to the extent constituting an Assumed Liability, or otherwise indemnifiable under Section 9.3, all Liabilities arising out of the ownership or operation of KNE, the Acquired Assets or the Business prior to the Closing Date; (vi) (A) relating to time periods prior to, on or after the Closing Date, resulting from or in connection with (x) the employment relationships of the KNE Lay-Off Employees and the termination of such employment relationships (including, without limitation, salary payments, bonus payments severance payments, social security charges, vacation entitlements, payments as a result of post-contractual non compete provisions, costs of any court proceedings) and (y) the KNE Lay-Off Employee Ancillary Contracts and the termination of such contracts (including, without limitation any payment obligations and other obligations towards the respective other parties to such contracts prior to their effective termination), and (B) relating to the time period prior to or on the Closing Date and resulting from or in connection with the employment relationships of the KNE Other Employees (including, without limitation, any...
Indemnification by the Seller Parties. From and after the Closing and subject to Section 11.1, the Seller Parties agree jointly and severally to indemnify, defend and hold harmless the Buyer Group Members from and against any and all Losses and Expenses imposed upon, or incurred or suffered by, any Buyer Group Member as a result of or arising out of or relating to or caused by:
Indemnification by the Seller Parties. The Seller Parties shall jointly and severally defend, indemnify and hold harmless Buyer, LicenseCo and their Affiliates, and each of their respective representatives (collectively, the “Buyer Indemnified Parties”), for, from and against any and all Losses, incurred or sustained by, or imposed upon, any Buyer Indemnified Party based upon, arising out of or relating to:
Indemnification by the Seller Parties. In addition to any rights Buyer may otherwise have at law or in equity, each Seller Party, jointly and severally, shall defend, indemnify and hold harmless Buyer and its managers, directors, officers, employees, agents, consultants, representatives, advisers, equityholders, partners and Affiliates and their respective successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against and pay or reimburse the Buyer Indemnified Parties for any and all Losses resulting from, relating to, or arising directly or indirectly out of: (a) any inaccuracy in or breach of any representation or warranty made by any Seller Party in this Agreement or in any Transaction Document delivered by any Seller Party; (b) any breach of any covenant or obligation of any Seller Party in this Agreement or in any Transaction Document delivered by any Seller Party; (c) any Retained Liabilities; (d) any and all Losses related to, arising out of or caused by the PPP Loans (including, without limitation, any review, audit, dispute, repayment or forgiveness of all or any portion of the PPP Loans, or any Losses imposed as a result of a determination that the PPP Loans were not necessary or the Seller was not eligible to receive the PPP Loans) and/or (e) Fraud by any of the Seller Parties.
Indemnification by the Seller Parties. (a) Subject to Section 12.2(b) below, the Seller Parties, jointly and severally, shall defend, indemnify, and hold harmless Buyers and their directors, officers, shareholders, members, partners, successors, and assigns from and against any and all costs, losses, claims, suits, actions, assessments, diminution in value, liabilities, fines, penalties, damages (excluding in all cases consequential and punitive damages), and expenses (including reasonable legal fees) (collectively, "Damages") in connection with or resulting from:
Indemnification by the Seller Parties. Subject to the limitations expressly set forth in this ARTICLE VIII, from and after the Closing, the Seller Parties will jointly and severally indemnify, defend and hold harmless Buyer and its Affiliates, and their respective and their respective members, shareholders, officers, directors, managers, employees, agents, successors and assigns (all such foregoing Persons, collectively, the “Buyer Indemnitees”) from and against any Losses the Buyer Indemnitees may suffer, sustain or become subject to, arising out of, in connection with or resulting from:
Indemnification by the Seller Parties. Each of the Seller Parties shall indemnify, defend and hold harmless Purchaser and its subsidiaries, successors and permitted assigns, and the directors, officers, employees and agents of each (collectively, the “Purchaser Indemnitees”) at, and at any time after, the Closing, from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including reasonable fees and expenses of counsel, other expenses of investigation, handling and litigation, and settlement amounts, together with interest and penalties (collectively, a “Loss” or “Losses”), asserted against, resulting to, imposed upon or incurred by the Purchaser Indemnitees, directly or indirectly, by reason of, resulting from, incident to or arising in connection with any of the following:
Indemnification by the Seller Parties. From and after the Closing, the Seller Parties shall jointly and severally indemnify and hold harmless Buyer, its Affiliates, and its and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) from and against any losses, Liabilities, damages and expenses (hereinafter collectively, “Losses”), regardless of whether or not such Losses relate to any Third-Party Claim, to the extent arising out of or resulting from:
Indemnification by the Seller Parties. Subject to the other terms and conditions of this ARTICLE VIII, each Seller Party, jointly and severally (except with respect to the representations and warranties set forth in ARTICLE IV, which shall be several), shall indemnify each of the Buyer Indemnified Parties against, and shall hold each of the Buyer Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, any of the Buyer Indemnified Parties based upon, arising out of, with respect to, or by reason of:
Indemnification by the Seller Parties. Subject to the limitations set forth in this Article VII, each Seller Party hereby agrees that from and after the Closing it shall, jointly and severally, indemnify, defend and hold harmless, without duplication, Buyer, its Affiliates, and their respective directors, officers, shareholders, members, fiduciaries, trustees and employees (other than the Employees) and their heirs, successors and permitted assigns, each in their capacity as such (the “Buyer Indemnified Parties”) from and against any and all Losses actually suffered or incurred by any of the Buyer Indemnified Parties, to the extent arising out of:
