Indemnification by the Vendors. Subject to this Article 11 and Section 12.5, each of the Vendors shall jointly and severally indemnify and save harmless the Purchaser Indemnitees from any and all Losses suffered or incurred by the Purchaser Indemnitees as a result of or arising directly or indirectly out of or in connection with:
Indemnification by the Vendors. Subject to Section 3.4, the Vendors shall, jointly and severally, indemnify and save the Purchaser harmless for and from:
Indemnification by the Vendors. (a) The Vendors shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
Indemnification by the Vendors. (a) The Vendors shall jointly and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, from and against all Claims which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with:
Indemnification by the Vendors. The Vendors shall indemnify the Purchaser, and save Purchaser and their respective officers, directors, employees, affiliates and representatives harmless from and against any and all claims, losses, liabilities, damages, recoveries, deficiencies, costs and expenses (including, without limitation, interest, penalties and attorneys’ fees and disbursements) (hereinafter some times referred to collectively as “losses”) suffered or sustained by the Purchaser resulting from, arising out of or relating to:
Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following:
Indemnification by the Vendors. The Vendors covenant and agree to indemnify and save harmless the Purchaser from any loss, damage, liability, cost and expense (including without limitation any tax liability) suffered by the Purchaser directly or indirectly as a result of or arising out of any breach of representation, warranty, covenant or agreement of the Vendors contained in this Agreement, or any document or certificate delivered under this Agreement.
Indemnification by the Vendors. Each of the Vendors (each an "Indemnifying Party" and collectively the "Indemnifying Parties") shall for a period of one year from the Closing Date, jointly and severally, indemnify, defend and hold harmless each of the Purchaser and the Company, and their respective officers, directors, subsidiaries, agents, affiliates, and employees (each an "Indemnified Party" and collectively the "Indemnified Parties") from and against any and all Losses arising out of, directly or indirectly, any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by any of the Indemnifying Parties in this Agreement, the schedules hereto, or any certificate, instrument or document delivered by the Company pursuant to this Agreement and any liabilities of the Company not included on Schedule 1 hereto; provided that each Vendor's indemnification obligation hereunder shall be several and not joint to the extent Losses arise out of, directly or indirectly, any misrepresentation or breach of or default or inaccuracy in connection with any of the representations, warranties, covenants and agreements given or made by any Vendor in his individual capacity in this Agreement, the schedules hereto, or any certificate, instrument or document delivered by any Vendor in his individual capacity pursuant to this Agreement. The total amount of Losses for which the Indemnified Parties shall be entitled to indemnification from the Indemnifying Parties shall not exceed the aggregate of all of the OCV Shares. The indemnification obligations contained in this Section 0 shall not apply if the Closing does not occur. Notwithstanding the above, nothing in this Agreement shall limit the liability of any of the Indemnifying Parties in the event that they commit fraud or engage in wilful misconduct. The Purchaser shall act on behalf of, and as agent for, each Indemnified Party for purposes of this Section 17.
Indemnification by the Vendors. The Vendors hereby agree to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser (or, if the Closing has occurred, the Purchaser, Holdco, the Company or any Subsidiary) as a result of or arising directly or indirectly out of or in connection with:
Indemnification by the Vendors. Subject to the other terms and conditions of this Article 7, each of the Vendors shall indemnify and defend each of the Purchasers and their respective Affiliates (including the Company) and their respective Representatives (collectively, the "Purchaser Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:
