Indemnification of the Seller Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Buyer will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) any breach by the Buyer of, or inaccuracy in, its representations and warranties set forth in Article IV; (b) any breach or nonfulfillment of any covenant or agreement on the part of the Buyer and, from and after the Closing, the Company under this Agreement, or (c) any Taxes of the Acquired Entities which are not subject to indemnification pursuant to Section 8.2(e) (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”). THE INDEMNIFICATION PROVISIONS IN THIS SECTION 8.3 ARE EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR STRICT LIABILITY OR ILLEGAL CONDUCT ON THE PART OF THE SELLER INDEMNITEES OR WHETHER DAMAGES ARE ASSERTED IN CONTRACT, QUASI-CONTRACT, BREACH OF REPRESENTATION AND WARRANTY (EXPRESS OR IMPLIED), PERSONAL INJURY OR OTHER TORT, UNDER LAW OR OTHERWISE.
Indemnification of the Seller Indemnitees. (a) Subject to the terms of this Article VI, from and after the Closing, Buyer shall indemnify, save and hold harmless each Seller and each of such Seller’s Affiliates (collectively, the “Seller Indemnitees” and together with the Buyer Indemnitees, “Indemnitees”), from and against any and all Damages to the extent incurred in connection with, arising out of or resulting from:
Indemnification of the Seller Indemnitees. Cyrk agrees to defend, indemnify and hold harmless each Shareholder and their respective successors and assigns (individually, a "SELLER INDEMNITEE", and collectively, the "SELLER INDEMNITEES"), against and in respect of:
Indemnification of the Seller Indemnitees. From and after the Closing Date, and subject to the limitations set forth in this Agreement, Purchasers shall jointly and severally indemnify, defend and hold harmless the Sellers and their Affiliates, and each of their officers, directors, members, managers, agents, successors and permitted assigns (collectively, the “Seller Indemnitees”) against, and reimburse any Seller Indemnitee for, all Losses that such Seller Indemnitee may actually suffer or incur as a result of or arising out of:
Indemnification of the Seller Indemnitees. From and after the Closing Date, and subject to the limitations set forth in this Agreement, the Purchaser shall indemnify, defend and hold each of the Seller and its successors and permitted assigns (collectively, the “Seller Indemnitees”) harmless from Losses actually suffered or incurred by such Seller Indemnitee, arising out of or relating to:
Indemnification of the Seller Indemnitees. Buyer shall indemnify, defend and hold harmless each of the Sellers (the “Seller Indemnitees”; each Buyer Indemnitee and each Seller Indemnitee, as the context requires, are each sometimes referred to herein as an “Indemnified Party” or an “Indemnifying Party”), from and against the entirety of any Losses such Person may suffer, sustain or become subject to (“Seller Indemnifiable Losses”; Buyer Indemnifiable Losses and Seller Indemnifiable Losses, as the context requires, are each sometimes referred to herein as “Indemnifiable Losses”) (including any Losses any Seller Indemnitee may suffer after the end of the Survival Period with respect to any claims made within such period), resulting from:
Indemnification of the Seller Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Buyer will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) breach of any representations and warranties of the Buyer set forth in Article IV; (b) any breach or nonfulfillment of any covenant or agreement on the part of the Buyer under this Agreement; and (c) the Assumed Liabilities (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”).
Indemnification of the Seller Indemnitees. (a) If the Closing occurs, subject to the terms of this Article IX, Buyer agrees to indemnify and hold harmless the Security Holders (collectively, the “Seller Indemnitees”) from and against, and pay to the Seller Indemnities the amount of, or reimburse the Seller Indemnitees for, any Losses incurred by the Seller Indemnitees by reason of (i) any inaccuracy or breach of any of the representations or warranties of Buyer contained herein or in any certificate delivered at the Closing by Buyer pursuant to this Agreement and (ii) the failure of Buyer to perform any of its covenants or agreements contained herein required to be performed prior to the Closing, or the failure of Buyer to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing.
Indemnification of the Seller Indemnitees. From and after the Closing Date, Buyer and Parent shall jointly and severally indemnify each Seller, their respective Affiliates, and each of the foregoing’s respective officers, directors, employees, agents, partners, shareholders, successors and assigns (collectively, the “Seller Indemnitees”), against and hold the Seller Indemnitees harmless from any Losses based upon, arising out of or relating to:
Indemnification of the Seller Indemnitees. Section 7.3.1 Parent indemnifies and holds harmless the Holders and their respective representatives, stockholders, controlling persons and affiliates (collectively, the “Seller Indemnitees”) for, and will pay to the Seller Indemnitees the amount of all Damages arising, directly or indirectly, from or in connection with any breach by Parent of any covenant or obligation of Parent in this Agreement or any agreement or document delivered by Parent in connection with this Agreement.
