Indemnification of the Buyer. Subject to the other terms of this Article 6, from and after the Closing, the cash retained by the Escrow Agent pursuant to the Escrow Agreement shall be available to indemnify the Buyer and hold it harmless against and in respect of any and all claims, damages, losses, expenses, costs, obligations and liabilities, including, without limitation, reasonable attorney's fees (collectively, "LOSSES"), of the Buyer, the Company and its Subsidiaries, which arise or result from (a) any breach of any of the representations or warranties contained in Article 2 or contained in any certificate delivered at the Closing by the Company pursuant to this Agreement or as contemplated by the following sentence, (b) the failure of the Company to perform any of its covenants or agreements contained herein, (c) the failure of the Trigger Event Cash Bonuses to be paid, (d) any payments required to be made to holders of Dissenting Shares in accordance with Section 1.10 (such obligations being referred to herein as the Securityholders' indemnification obligations) or (e) Pre-Closing Taxes, to the extent that they exceed amounts of Taxes reflected as a current liability on the Closing Balance Sheet. For purposes of this Section 6.2, the Company shall be deemed to have represented and warranted that the representations and warranties of the Company in Section 2 are true and correct at and as of the Closing Date as if then made (except to the extent addressing matters as of particular dates, as to which it shall be deemed to state that such representations and warranties are true and correct as of such dates), except to the extent the certificate delivered pursuant to Section 6.1(c) identifies failures of such representations and warranties to be true and correct at and as of the Closing Date (or such other dates) as though then made and states that such failure has caused the condition in Section 5.1(a) not to be satisfied. The Securityholders' indemnification obligations under this Agreement, however, shall be subject to the following limitations and conditions:
Indemnification of the Buyer. (a) The Seller shall, from and after the Closing, defend, indemnify, and hold harmless the Buyer, and its officers, directors, stockholders and affiliates (collectively “Buyer Indemnified Parties”) from, against, for and in respect of and pay any and all Losses suffered, sustained, incurred or required to be paid by the Buyer by reason of (i) any and all obligations and liabilities of Seller, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement or any other Seller Document, (iii) the enforcement by any Buyer Indemnified Party of any of its rights under any other indemnification covenant contained in this Agreement or any other Seller Document, (iv) any claims, suits, actions, complaints, allegations or demands which have been or may be brought against Seller or any of its Affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the Intellectual Property; (v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto.
Indemnification of the Buyer. From and after the Closing, the Seller agrees to indemnify, defend and save the Buyer and its directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a "Buyer Indemnified Party"), harmless from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for any and all losses, damages, expenses (including, without limitation, court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending, including, without limitation, those arising out of the enforcement of this Agreement), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the "Losses") sustained or incurred by such Buyer Indemnified Party relating to, caused by or resulting from:
Indemnification of the Buyer. (a) Subject to the limitations contained in this Section VIII, the Seller agrees to indemnify, defend and hold harmless the Buyer, its Affiliates, and their respective directors, officers, partners, employees, successors and assigns, from and against any and all losses, liabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), expenses (including fees and disbursements of counsel and expenses of investigation and defense), claims, liens or other obligations of any nature whatsoever after giving credit for any applicable insurance proceeds (hereinafter individually, a "Loss" and collectively, "Losses") which directly or indirectly result from any inaccuracy in or any breach of any representation and warranty, or any breach of any covenant or agreement, of the Seller contained in this Agreement.
Indemnification of the Buyer. The Seller hereby agrees to indemnify, defend, and hold harmless the Buyer, its successors in interest, and their respective officers, directors, employees, agents, attorneys, and stockholders (each a "Buyer Indemnitee") from and against all demands, claims, actions, or causes of action, assessments, losses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and expenses (collectively "Damages"), asserted against, assessed upon, resulting to, imposed upon, or incurred by a Buyer Indemnitee by reason of or resulting from (a) a breach of any representation, warranty, or a breach or threatened breach of any covenant, obligation, or agreement of the Seller contained in or made pursuant to this Agreement, including the Disclosure Schedules and Exhibits hereto, or any facts or circumstances constituting such a breach; or (b) the operation of the businesses of the Seller, including, but not limited to, any products sold or services rendered, on or prior to the Closing Date. In addition, the Seller agrees to indemnify any Buyer Indemnitee for Damages as they are incurred by the Buyer Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, or the relative success or nonsuccess the Buyer Indemnitee may experience in such proceedings.
Indemnification of the Buyer. The Seller and the Seller Parent shall jointly and severally indemnify and hold the Buyer and its officers, directors, shareholders and employees harmless at all times against and in respect of all damages, losses, expenses, liabilities, penalties and other costs, including reasonable attorneys' fees, arising out of, relating to or resulting from the breach of any representation, warranty, covenant or other provision of this Agreement by the Seller and/or the Seller Parent, including without limitation, obligations relating to the Retained Liabilities.
Indemnification of the Buyer. Subject to the conditions set forth below, in connection with any registration of the Registrable Securities pursuant to this Section 7, the Company agrees to indemnify and hold harmless the Buyer, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Buyer or their underwriter (each, a "Buyer Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows:
Indemnification of the Buyer. Subject to the terms and conditions of this Article IX, the Sellers agree to indemnify and hold harmless the Buyer and its affiliates, and their respective directors, officers, shareholders, agents and employees and their respective successors and permitted assigns against and in respect of any and all claims, demands, losses, damages, costs and reasonable expenses, including reasonable legal fees and expenses, other than any special, incidental, consequential, exemplary or punitive damages or damages relating to lost profits (collectively, "Damages"), resulting from or arising out of:
Indemnification of the Buyer. 5.1.1 Subject to the limitations set forth in this Agreement, the Seller hereby agrees to indemnify and hold harmless the Buyer from and against any losses, damages, liabilities, obligations, claims, judgements, costs and expenses including, without limitation, reasonable attorneys' fees properly incurred by the Buyer by reason, or resulting from a breach of the Seller's representations and warranties or covenants hereof.
Indemnification of the Buyer. Section 1.02. Subject to the limitations set forth in this Article 9, from and after the Closing, the Seller shall defend, indemnify and hold the Buyer Parties (including the Company and its Subsidiaries), and their respective officers, directors, employees, successors and assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any and all Losses resulting from or arising out of (a) any inaccuracy of any representation or the breach of any warranty made by the Seller in Article 3 of this Agreement (other than Section 3.12, which is addressed in (b) below) or in any other Ancillary Document; (b) any inaccuracy of any representation or the breach of any warranty made by the Seller in Section 3.12; (c) any nonfulfillment by any Seller Party of any of its covenants or agreements in any Ancillary Document that has not been cured within thirty (30) days after receipt of written notice thereof from the Buyer (provided any Losses incurred prior to any such cure shall still be recoverable subject to this Article 9); and/or (d) any Excluded Liability. For purposes of determining the amount of Losses to be indemnified under Sections 9.01(a) and (b) (and not for purposes of determining whether there has been a breach or whether an indemnification obligation arises hereunder), the Parties shall give no effect to any limitations or qualification as to “materiality” (including the word “material”) or Material Adverse Effect set forth herein.
