Indemnification Obligation of Seller. Subject to the provisions of this ARTICLE VIII (including Section 8.2), from and after the Closing Date, Seller agrees to indemnify and hold harmless Buyer and its Affiliates (excluding the Seller Group) and its and their respective officers, directors (or equivalents), employees, contractors, agents and Representatives (collectively, the “Buyer Group”), from and against any and all Losses incurred by the Buyer Group which result from, relate to or arise out of the following:
Indemnification Obligation of Seller. (a) Seller agrees to indemnify and defend the Buyer and its Affiliates, agents, representatives and successors and assigns (collectively, the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee incurs as a result of or arising out of:
Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless each of the Buying Parties and their successors and assigns (an "Indemnified Buyer Party") against and in respect of:
Indemnification Obligation of Seller. Seller hereby agrees to defend, indemnify and hold harmless Buyer from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Buyer (a "Loss"):
Indemnification Obligation of Seller. From and after the Closing, and subject to the other provisions of this Article VII, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective directors, officers, agents and employees (each, a "Buyer Indemnitee" and collectively the "Buyer Indemnitees") from and against all Losses incurred or suffered by any Buyer Indemnitee relating to, resulting from or arising out of (a) any inaccuracy in any of the representations and warranties made by Seller in Section 4.1 of this Agreement, (b) a breach by Seller of any covenant of Seller contained in this Agreement, which covenant requires performance by Seller at or after the Closing, and (c) any of the Retained Liabilities.
Indemnification Obligation of Seller. From and after the applicable Closing, and subject to the other provisions of this Section 9.5, Seller shall indemnify, defend and hold harmless each Buyer, its affiliates and their respective equity owners, successors and assigns, directors, officers, agents and employees (each, a “Buyer Indemnitee” and collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for, all Losses incurred or suffered by any Buyer Indemnitee to the extent relating to, resulting from or arising out of (i) any Excluded Asset or Excluded Liability or any assertion with respect thereto made against a Buyer Indemnitee, (ii) any breach or non-fulfillment of a covenant or agreement made by Seller or Parent in this Agreement, the Ancillary Agreements, or any other document, certificate, or instrument contemplated hereby or thereby and (iii) any breach or inaccuracy of any representation or warranty of Seller or Parent in this Agreement, the Ancillary Agreements, or any other document, certificate, or instrument contemplated hereby or thereby.
Indemnification Obligation of Seller. (a) Seller shall indemnify each Buyer, its Affiliates and their respective stockholders, officers, directors, employees, agents, representatives and successors and assigns (each a “Buyer Indemnitee” and, collectively the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Losses which any Buyer Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligation of Seller. SELLER will reimburse, indemnify and hold harmless BUYER, and its officers, directors, shareholders, and the Note holders (each such person is referred to herein as “BUYER” or as a “SELLER Indemnified Party”):
Indemnification Obligation of Seller. (a) Until one (1) year after the Closing, Seller shall reimburse, indemnify and hold harmless Buyer and its successors and assigns (each an "Indemnified Buyer Party") against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses (including assessments, legal fees, litigation costs, fines and judgments) ("Losses") incurred or suffered by any Indemnified Buyer Party that result from, relate to or arise out of:
Indemnification Obligation of Seller. From and after the Closing, Seller will reimburse, indemnify and hold harmless Buyer and its successors and assigns (an "Indemnified Buyer Party") against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Damages"), incurred or suffered by any Indemnified Buyer Party that result from, relate to or arise out of (i) any and all liabilities and obligations of Seller that arose prior to the Closing which are not included in the Assumed Liabilities; (ii) any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Seller under this Agreement or any other document or agreement furnished to Buyer pursuant to the terms hereof; or (iii) any liability under any federal or state securities laws arising from or relating to any misstatements or omissions of material facts concerning this Agreement or the transactions contemplated hereby in any documents filed by Seller with the SEC except to the extent such liability relates to written information provided by Buyer included in such documents.
