Indemnification of Purchaser Indemnified Parties. From and after the Closing Date, and subject to the provisions of this Part 8, the Vendor and the Covenantors agree to indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Purchaser Indemnified Costs.
Indemnification of Purchaser Indemnified Parties. (a) Subject to the other provisions of this Article IX, from and after the Closing, each Seller, on a several and not joint basis (solely on behalf of itself), shall indemnify each Purchaser Party and its Affiliates (including the Acquired Companies) and its and their respective officers, directors, stockholders, managers, and members, and the respective successors of each of the foregoing (each, a “Purchaser Indemnified Party”), from and against Losses incurred by such Purchaser Indemnified Party after the Closing resulting from or arising out of:
Indemnification of Purchaser Indemnified Parties. (a) Seller hereby agrees to indemnify, defend and hold Purchaser, its Affiliates and each of their respective directors, officers, employees, stockholders, agents, representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Losses that any of Purchaser Indemnified Parties may sustain (whether or not instituted by a third party), or to which any of Purchaser Indemnified Parties may be subjected, arising out of or in connection with:
Indemnification of Purchaser Indemnified Parties. 10.2.1 Subject to the limitations set forth in this Section 10, Seller Group hereby jointly and severally agree to indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Purchaser Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by any of the Seller Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto 39 (45) (other than a Fundamental Representation), (ii) any breach of a Fundamental Representation by any of the Seller Group, (iii) any breach of any covenant made by any of the Seller Group in this Agreement or any Transaction Document, (iv) any Pre Closing Liabilities, (v) the Volume Litigation, (vi) any Losses with respect to the OCS related to any actions taken by the Seller, the Purchased Companies or any of their Affiliates prior to the Closing, (vi) any Liabilities related to the termination of the Terminated Persons, regardless of when such Liabilities are payable or (vii) any Transaction Expenses that were not either paid by the Seller Group at or prior to the Closing or set forth on the Estimated Closing Certificate.
Indemnification of Purchaser Indemnified Parties. Seller shall indemnify, defend and hold harmless Purchaser, its directors, officers, employees, and agents (collectively, the “Purchaser Indemnitees”) from and against any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”), that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the following:
Indemnification of Purchaser Indemnified Parties. Novoste shall indemnify, defend and hold harmless Purchaser, BMI, and their respective directors, officers, employees, and agents (collectively, the “Purchaser Indemnitees”) from and against any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”), that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the following:
Indemnification of Purchaser Indemnified Parties. Subject to the applicable provisions of Sections 7.01 and 7.06, the Selling Parties covenant and agree that they, jointly and severally, will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damage Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Selling Parties set forth herein or in certificates delivered in connection herewith, or (ii) any nonfulfillment of any covenant or agreement on the part of the Selling Parties under this Agreement (each such Damage Claim and each Damage Claim described in Section 7.02(b) being an "Purchaser Indemnified Loss"); provided, however, that in no event shall the Selling Parties be obligated to indemnify any Purchaser Indemnified Party for any Damages incurred pursuant to clauses (i) or (ii) above if such Purchaser Indemnified Party had actual knowledge of such breach of the representations and warranties of the Selling Parties set forth herein or any non-fulfillment of any covenant or agreement on the part of the Selling Parties under this Agreement and failed to notify the Selling Parties of such knowledge prior to Closing. Any indemnification provided to any Purchaser Indemnified Party by the Selling Parties hereunder for Damages shall be determined net of (x) any Tax benefit actually recognized which reduced, or will reduce when a Tax return is filed, the Tax liability of such Purchaser Indemnified Party, or (y) any insurance coverage with respect thereto which reduces Damages of such Purchaser Indemnified Party that would otherwise be sustained.
Indemnification of Purchaser Indemnified Parties. (a) Subject to the applicable provisions of Sections 9.1 and 9.6, the Stockholder and each MTM Stockholder, jointly and severally, except that, with respect to the indemnity in clause (v) below, each MTM Stockholder shall be joint and several with the Stockholder and several among themselves as to such MTM Stockholder's proportionate part of any Excess Tax Obligations and any Prior Tax Liability, covenants and agrees that it will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damages that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Stockholder or the Company set forth herein or in certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of the Stockholder or the Company under this Agreement, (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement of a material fact relating to the Stockholder and the Company, or either of them, which is (1) provided to Purchaser or its counsel by the Company or the Stockholder and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Stockholder and the Company, or either of them, required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Stockholder, (iv) the litigation, claims and other matters described on SCHEDULE 4.12 (except to the extent such Damages constitute fees of, expenses of and disbursements, by attorneys, consultants, experts or other Representatives and Litigation costs), or (v) the amount of any Excess Tax Obligations and any Prior Tax Liability (each such Damage Claim and each Damage Claim described in Section 9.02(b) being a "PURCHASER INDEMNIFIED LOSS").
Indemnification of Purchaser Indemnified Parties. (a) Subject to the other provisions of this Article XI and the terms and conditions of the Escrow Agreement, from and after the Closing each Purchaser Indemnified Party shall be indemnified, held harmless and reimbursed by Seller or, subject to Section 11.10, from the Escrow Fund (as applicable) against, from and for any and all actual Damages suffered or incurred by such Purchaser Indemnified Party in connection with, relating to or arising out of:
Indemnification of Purchaser Indemnified Parties. Subject to the other provisions of this Article VIII, the Seller shall indemnify each Purchaser Indemnified Party from and against any Losses incurred by such Purchaser Indemnified Party after the Closing arising out of or as a result of:
