Indemnification of the Seller Indemnified Parties. Subject to the limitations set forth in this Article IX, from and after the Closing, the Buyer shall indemnify and hold harmless, to the fullest extent permitted by Law, the Seller and its directors, employees, officers and Affiliates and their respective successors and assigns (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all Losses to the extent arising out of or incurred as a result of any of the following:
Indemnification of the Seller Indemnified Parties. 10.3.1 Subject to the limitations set forth in this Section 10, Purchaser Group hereby agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Seller Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by Purchaser Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto, (ii) any breach of any covenant made by Purchaser Group in this Agreement or any Transaction Document or (iii) any Post Closing Liabilities.
Indemnification of the Seller Indemnified Parties. Buyer agrees to indemnify Seller and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns and hold each of them harmless against any Losses which any of them may suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with (a) the breach or inaccuracy by Buyer of any representation or warranty made by Buyer in any Transaction Document (or in any certificate delivered pursuant hereto by Buyer to the Members or the Company with respect thereto) or (b) the breach, non-compliance or non-performance of any covenant, agreement or obligation of Buyer contained in any Transaction Document. The Buyer shall not indemnify the Seller for a breach of any guarantees the seller may provide in the Modification Agreement.
Indemnification of the Seller Indemnified Parties. From and after the Closing Date, Purchaser and the Company (but subject to the limits of Section 10.07 below) shall indemnify, defend and hold harmless Sellers and the Founders and each of their respective officers, equity holders, directors, employees, members, agents and Affiliates (the “Seller Indemnified Parties”) against any and all losses, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Seller Indemnified Parties as the result of any of the foregoing, whether or not involving a Third-Party Claim (collectively, “Seller Losses”), incurred or suffered by any such Seller Indemnified Parties directly related to, arising out of, or resulting from:
Indemnification of the Seller Indemnified Parties. From and after the Closing, subject to the limitations set forth in this Article XIV, the Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses sustained or incurred by any Seller Indemnified Party resulting from or arising out of (i) any inaccuracy of a representation or warranty made by the Buyer Parties in Article VII as of the Agreement Date or as of the Closing Date as if made on such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which need be so true and correct only as of such specified date), (ii) any breach of any covenant or agreement made by the Buyer Parties or the Surviving Company in this Agreement or (iii) Meritas or any of the Included Subsidiaries, or any of their respective businesses, properties or assets post-Closing so long as, in the case of clause (iii), the matters underlying such Losses have not given, or would not reasonably be expected to give, rise to a claim for indemnification pursuant to Section 14.3(a). For purposes of this Section 14.4, full effect shall be given to any “material,” materiality,” “in all material respects,” “Material Adverse Effect” or qualifications of similar import contained in a Buyer Party’s representations and warranties for purposes of determining whether an inaccuracy in or breach thereof has occurred, but if an inaccuracy or breach has occurred, such qualifications therein shall not be given effect for purposes of calculating the Losses incurred by any Seller Indemnified Party.
Indemnification of the Seller Indemnified Parties. Subject to the applicable provisions of Section 6.4, the Buyer will indemnify in full the Seller and each of Seller’s Affiliates, together with their respective officers, partner, directors, employees, and agents (collectively, the “Seller Indemnified Parties”), and hold them harmless from and against, any and all Losses which they or any of them may suffer or incur, directly or indirectly, regardless of when suffered or incurred and whether or not involving a claim by a Third Party, which arise from or relate to:
Indemnification of the Seller Indemnified Parties. From and after the Closing, subject to, and in accordance with, the provisions of this Article X, the Buyer and the Transferred Companies shall, on a joint and several basis, indemnify the Sellers, the Seller Representative and each of their respective Affiliates, officers, directors, employees or agents (collectively, the "Seller Indemnified Parties"), against, and hold harmless from, any and all Losses actually suffered or incurred by any of the Seller Indemnified Parties to the extent arising from (i) any breach of, or any misrepresentation with respect to, any representations and warranties set forth in Article VII; or (ii) any breach or violation of any covenant or agreement of the Buyer or (to the extent such covenant or agreement is to be performed after the Closing) the Transferred Companies contained in this Agreement.
Indemnification of the Seller Indemnified Parties. Buyer agrees to indemnify and hold harmless each of the Selling Securityholders and each officer, authorized representative, employee, consultant, limited partner, general partner or affiliate of any Selling Securityholder which is not a natural person (collectively, the "Seller Indemnified Parties" and together with Buyer Indemnified Parties, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Seller Indemnified Costs" and together with Buyer Indemnified Costs, the "Indemnified Costs") which any of the Seller Indemnified Parties may sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of or relating to any breach or default by Buyer of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith.
Indemnification of the Seller Indemnified Parties. Notwithstanding anything to the contrary contained in this Agreement:
Indemnification of the Seller Indemnified Parties. The Buyer and Almost Family, jointly and severally, agree to indemnify, defend and hold the Selling Parties and its officers, directors, partners, shareholders, agents and attorneys (collectively, "Seller Indemnified Parties") harmless from and against, and reimburse the Seller Indemnified Parties on demand for, any damage, loss, cost or expense (including reasonable attorneys' fees) incurred by a Seller Indemnified Party resulting from, or in any way related to, any of the
