Indemnification of the Holders. The Company agrees to indemnify and hold harmless each Holder, its directors, officers, and each person, if any, who controls such Holder within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Holder, director, officer or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial Notes, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and to reimburse each such Holder and each such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel chosen pursuant to Section 8(c)) as such expenses are reasonably incurred by such Holder or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the indemnity in this Section 8(a) shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information relating to any of the Holders furnished in writing to the Company by any of the Holders.
Indemnification of the Holders. The Company agrees to indemnify and hold harmless each Holder and each of its respective successors and assigns from and against all damages, losses, costs and expenses (including reasonable attorneys' fees) that they may incur by reason of the failure of the Company to fulfill any of the terms or conditions of this Agreement, or by reason of any breach of the representations and warranties made by the Company herein or in any other document provided by the Company to such Holder in connection with the transactions contemplated hereby.
Indemnification of the Holders. After the Agreement Date, Parent, Intermediate Holdings or Reorganized Invacare, jointly agree to indemnify and hold harmless the Holders, their Affiliates, and each of their respective officers, directors, employees, equityholders and agents (the “Indemnified Parties”) from and against any damage, claim, loss, injury, charge, cost, liability or expense, interest, penalties and expenses of any action (including reasonable attorneys’ fees and expenses) or remedial action, and including amounts actually paid or incurred in the absence of third party claims (collectively “Damages”) which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, that arise out of or result from:
