Specific Indemnities. HEALTHeLINK and each Participant (each, an “Indemnifying Party”) each shall hold the other (the “Indemnified Party”) free of and harmless from and against any liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, net of the proceeds of insurance, relating to any Breach (as defined in the Policies and Procedures) arising out of the act or omission of the Indemnifying Party or any of the Indemnifying Party’s officers, directors, members, employees or other agents, including but not limited to Authorized Users.
Specific Indemnities. Subject to the limitations in this Clause 9, the Sellers undertake to indemnify, and to keep indemnified, the Buyer, and each Group Company, against:
Specific Indemnities. 11.5.1 Subject to the limitations set out in Clause 12, except for Clauses 12.2 and 12.3, and without prejudice to Clause 12.11.2, the Seller agrees and undertakes to indemnify and hold the Purchaser harmless on a euro for euro basis for the following (the “Indemnities”):
Specific Indemnities. The Participant agrees to indemnify and hold the Master Custodial Administration Agreement Administrator harmless from and against any liability that it may incur because of the following, but only to the extent permitted by the laws of the state in which the Employer is domiciled:
Specific Indemnities. Without limiting the generality of Section 14.2.1 (Indemnification, Generally), acts or omissions giving rise to the obligation to indemnify and hold harmless pursuant to Section 14.2.1 (Indemnification, Generally) shall include, but not be limited to, (a) acts or omissions that result in a Serious Breach of Confidentiality or Security or
Specific Indemnities. Subject to and as from each Completion, the Warrantors shall jointly and severally indemnify and hold harmless the Buyer from and against any Losses whether arising before or after such Completion to the extent resulting from:
Specific Indemnities. 9.1 Without prejudice to or precluding any other rights or remedies which the Purchaser or the Company may have under this Agreement or the Law, the Seller undertakes to indemnify (schadeloosstellen) and hold harmless (vrijwaren) the Purchaser and the Company for, from and against any and all damages, losses, liabilities, suits, proceedings, actions, demands, judgments, fees, costs and external costs and expenses relating thereto (including fees of legal and other advisors) suffered, paid or incurred by or imposed upon or instituted against the Purchaser or the Company in connection with or ensuing from the following (the Indemnities):
Specific Indemnities. 9.4.1 Save to the extent that specific allowance, provision or reserve is made in the Closing Statement (so as to avoid any double counting), the Seller shall indemnify and keep indemnified the Purchaser and each Target Group Company for all Losses (including legal costs, filing or any other fees and any liability to Tax) incurred by the Purchaser or a Target Group Company to the extent resulting from the implementation of the Pre-Closing Reorganisation but, for the avoidance of doubt, the Seller shall not indemnify the Purchaser or any Target Group Company in respect of any liabilities of the Retained Subsidiary assumed by the Purchaser in connection with the activities carried out by the Retained Subsidiary before the Pre-Closing Reorganisation.
Specific Indemnities. Notwithstanding anything to the contrary herein, each of the Indemnifying Parties, jointly and severally, agrees to indemnify and hold harmless the Indemnified Parties, from and against any and all Damages, whether or not involving a third party claim, including reasonable attorneys’ fees, arising out of, relating to or resulting from:
Specific Indemnities. 20.1 Subject to Completion, the Sellers shall indemnify and hold harmless the Purchaser from and against:
