Indemnification by the Selling Parties. From and after the Closing, the Selling Parties, jointly and severally, agree to indemnify, defend and save the Buyer, its officers, directors, employees, agents, and the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of:
Indemnification by the Selling Parties. The Selling Parties shall indemnify, defend and hold harmless Buyer and its directors, officers, employees, agents, attorneys, consultants, representatives, Affiliates, successors, transferees and assigns (each, a “Buyer Indemnitee”) promptly upon demand, at any time and from time to time, from, against and in respect of any and all demands, claims, losses, damages, judgments, liabilities, assessments, suits, actions, proceedings, interest, penalties and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions or for enforcing such rights of indemnity and defense) (collectively, “Losses”) incurred or suffered in connection with, arising out of or as a result of the following:
Indemnification by the Selling Parties. From and after the Closing (but subject to the other provisions of Section 6.1, including, but not limited to, the Survival Period limitation), the Selling Parties shall indemnify the Purchaser against any Damages which are suffered by the Purchaser and which arise from:
Indemnification by the Selling Parties. Subject to the limitations set forth in this Article VIII, the Selling Parties, jointly and severally, hereby covenant and agree that the Selling Parties shall defend, indemnify and hold harmless Buyer and its Affiliates (including the Company after the Closing), and their respective shareholders, partners, members, managers, officers, directors and employees (each a “Buyer Indemnified Party”) from and against any and all Losses which a Buyer Indemnified Party suffers, arising out of or resulting from:
Indemnification by the Selling Parties. (a) In accordance with and subject to the provisions of this Section 9.1, the Selling Parties shall indemnify and hold harmless the Purchaser, their respective Affiliates, and the officers, directors, agents and employees of the Purchaser and their Affiliates (collectively, the "Indemnitees") from and against and in respect of any and all loss, damage, diminution in value, liability, cost and expense, including reasonable attorneys' fees and amounts paid to an unaffiliated third party in settlement (collectively, the "Indemnified Losses"), suffered or incurred by any one or more of the Indemnitees by reason of, or arising out of:
Indemnification by the Selling Parties. Each Selling Party severally (in accordance with its Percentage Share of Indemnification Obligations) and not jointly, shall indemnify, reimburse, compensate and hold harmless Buyer and its officers, directors, employees, partners, members, agents and Affiliates (each a “Buyer Indemnified Party”, and together the “Buyer Indemnified Parties”) against any and all Losses incurred or suffered by any such Buyer Indemnified Parties directly or indirectly as a result of, with respect to or in connection with:
Indemnification by the Selling Parties. Subject to the limitations set forth in this Section 8.5, from and after the Closing, each of the Selling Parties, jointly and severally, agrees to indemnify, defend and save the Buyer and its Affiliates, and each of their respective officers, directors, managers, employees, equityholders, attorneys and agents, (each, a “Buyer Indemnified Party”), harmless from and against, and to promptly pay to each Buyer Indemnified Party or reimburse each Buyer Indemnified Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, diminution in value, costs, expenses, interest, fines, penalties, damages or costs or expense of any and all investigations, Proceedings, judgments, settlements, Taxes and compromises (including reasonable fees and expenses of attorneys, accountants and other experts, but excluding lost profits and exemplary or special damages, unless such profits or damages are actually paid by any Buyer Indemnified Party in connection with a Third Party Claim) (individually and collectively, “Losses”) sustained or incurred by any such Buyer Indemnified Party relating to, resulting from, or otherwise arising out of any of the following:
Indemnification by the Selling Parties. Subject to the -------------------------------------- provisions of this Article VIII, the Popes will jointly and severally indemnify, defend and hold HDA and its respective stockholders, subsidiaries, officers, directors, employees, agents, successors and assigns, (such indemnified persons are collectively hereinafter referred to as "HDA's Indemnified Persons"), harmless from and against any and all loss, liability, damage (excluding consequential, indirect special, exemplary and punitive damages) or deficiency (including interest, penalties, judgments, costs of preparation and investigation, and reasonable attorneys' fees) (collectively, "Losses") that HDA's Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) the breach of any representation or warranty of the Selling Parties in this Agreement, (b) the nonfulfillment of any covenant, undertaking, agreement or other obligation of the Selling Parties under this Agreement, not otherwise waived by HDA, or (c) the failure of Truck to qualify in a timely manner to do business in Florida or South Carolina. "Losses" as used herein is not limited to matters asserted by third parties, but includes Losses incurred or sustained in the absence of third party claims. Payment is not a condition precedent to recovery of indemnification for Losses.
Indemnification by the Selling Parties. Notwithstanding any examination made by, for, or on behalf of, Buyers, the knowledge of either Buyer’s officers, directors, stockholders, employees or agents, or the acceptance of any certificate or opinion in connection with this Agreement, and regardless of whether such liability has been disclosed to or discovered by Buyers in connection with their due diligence investigation on the Business or otherwise or is otherwise known by either Buyer or any of its officers, directors, employees or agents, each Selling Party agrees, jointly and severally to indemnify, defend and save each Buyer, its Affiliates (including, after Closing, the Park Companies) and their respective stockholders, officers, directors, members, managers, partners, employees, agents and representatives (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) harmless from and against any and all liabilities, obligations, deficiencies, demands, diminution in value (provided that the Buyer Indemnified Party can prove the existence of such a Loss and the amount thereof), claims, Proceedings, causes of action, assessments, losses, costs, expenses, interest, fines, penalties and damages (including reasonable fees and expenses of attorneys, accountants and other experts, and reasonable costs of investigation) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party arising out of or otherwise related directly to: (i) any inaccuracy in any of the representations or warranties of the Selling Parties contained in Article 3 of this Agreement or in the Transaction Documents, provided that for purposes of this Section 5.2, all “material adverse effect,” “material” or similar qualifiers contained herein or therein shall not be given any effect; (ii) the failure of any Selling Party to perform any of its covenants or obligations contained in this Agreement, the Transaction Documents or in any exhibit or schedule hereto or thereto that are required to be performed at or prior to the Closing; (iii) any Indebtedness; (iv) any Seller Transferred Employee Obligations; (v) any Employee Benefit Plan of any Selling Party; (vi) any Indemnified Liabilities; (vii) any Selling Parties’ Taxes; (viii) any Seller Closing Costs; (ix) any failure by any Selling Party or Park Company to comply with any applicable Legal Requirement prior to the Closing; (x) any delay or inability to bxxx or receive reimbursement for services rendered by any ...
Indemnification by the Selling Parties. From and after the Effective Time, subject to the provisions of this Article 9, the Selling Parties, jointly and severally, will indemnify and hold Buyer and each of its Affiliates, and each of their respective directors, partners, shareholders, officers and employees (collectively, the “Buyer Group”), harmless from and against any Liabilities imposed upon or suffered or incurred by any of them which are based upon or arise out of or in connection with:
