Indemnification of the Buyer. Subject to the other provisions of this Article 7, from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:
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. (a) Subject to the other terms of this Article 7, from and after the Closing, each Seller agrees to indemnify the Buyer and hold it harmless against and in respect of any and all damages, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney’s fees (collectively, “Losses”), (i) in an amount equal to his or her Pro Rata Share of the Losses, incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the Representative and the Buyer) (1) any breach of any of the representations or warranties contained in Article 3 (as modified by the Disclosure Schedule, (2) the failure of the Company or the Sellers to perform any of their covenants or agreements contained herein, or (3) associated with correcting any material documentary deficiencies associated with the Company’s 401(k) employee benefit plan, and (ii) severally and not jointly, in an amount equal to the Losses incurred by the Buyer that arise or result from (as determined by an order of a court of competent jurisdiction or by written agreement of the applicable Seller and the Buyer) any breach of any of the representations or warranties contained in Article 2 (as modified by the Disclosure Schedule) by such Seller, it being understood, that, for the avoidance of doubt, the indemnification obligations set forth in this Section 7.2(a)(ii) for a breach of any of the representations or warranties contained in Article 2 shall only apply to the Seller who committed such breach.
Indemnification of the Buyer. The Indemnifying Entity and the Sellers jointly and severally (except in the case of breaches of Article 4 and 5, which will be several but not joint) shall indemnify and hold harmless the Buyer (the “Buyer Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Buyer Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to (a) any material inaccuracy in or any material breach of, as of the date respectively given of , any representation and warranty made by the Sellers in this Agreement or in any certificate delivered by the Sellers or the Companies pursuant to this Agreement; provided, however, that if any such representation or warranty (other than the representation and warranty contained in Section 6.17) is qualified in any respect by materiality or Material Adverse Effect, for purposes of this clause (a) such materiality or Material Adverse Effect qualification will - 61 - in all respects be disregarded; (b) any material failure by the Sellers to duly and timely perform or fulfill any of their covenants or agreements required to be performed by them under this Agreement or any document or other paper delivered by the Sellers pursuant to this Agreement; (c) any Excluded Liability; (d) any and all Employment Liability arising from or incurred by reason of any claims made under the Transfer Regulations, or otherwise, by any Irish Employee against the Buyer Indemnified Parties; (e) the Air France Reduction in the event of a failure of the condition contained in Section 9.08; and (f) for any Losses arising from LJCB Holdings failing to make the payments to Keybridge required by Section 2.04.
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"), forever 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), 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. 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. Subject to the limitations set forth in this ARTICLE XII, from and after the Closing, the Seller shall indemnify and hold harmless, to the fullest extent permitted by Law, the Buyer and its directors, employees, officers, managers, members, Affiliates, partners, equity holders, counsel, financial advisors, auditors and other representatives and their respective successors and assigns (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any of the following:
