Buyer’s Indemnification Obligations. Buyer shall, on the Closing Date, agree (and, upon delivery to Buyer of the Assignment, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Sellers, their Affiliates and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Sellers’ Losses”):
Buyer’s Indemnification Obligations. Buyer shall indemnify Seller and each of Seller's Stockholders and Representatives and their other Affiliates (the "Seller's Indemnified Parties") from, and hold the Seller's Indemnified Parties harmless from and against, any and all Damages arising out of or resulting from (i) any breach of any representation or warranty made by Buyer in this Agreement, (ii) any breach of any covenant or agreement made by Buyer in this Agreement or in any Ancillary Agreement, (iii) any Assumed Liability, and (iv) the reasonable costs of enforcing any Seller's Indemnified Party's rights hereunder.
Buyer’s Indemnification Obligations. With respect to each Aircraft and the Final Spares Package, Buyer will indemnify the Seller Indemnitees (defined below) in full on demand in respect of all losses, liabilities, claims, proceedings, penalties, judgments, damages, costs and expenses (“Seller’s Losses”) suffered or incurred by Seller, its affiliated companies, funds and beneficiaries, lenders and their respective officers, managers, directors, shareholders, employees, agents, successors, assigns (each a “Seller Indemnitee” and, collectively, the “Seller Indemnitees”) arising out of or connected in any way with:
Buyer’s Indemnification Obligations. Effective at and after the Closing, Buyer shall indemnify Sellers and each of their respective successors and permitted assignees against, and agrees to hold each of them harmless from, any and all Claims incurred or suffered by any such Person arising out of or in connection with:
Buyer’s Indemnification Obligations. Buyer shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Seller harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, "Seller's Losses") (a) resulting from any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement or any certificate delivered by Buyer at the Closing, or (b) relating to Buyer's ownership and operation of the Properties after the Effective Date.
Buyer’s Indemnification Obligations. Subject to the terms and conditions of this Article VI, Buyer shall indemnify and hold harmless Seller, its Affiliates and each of their respective officers, directors, employees, and agents (collectively, the “Seller Indemnified Parties” and each a “Seller Indemnified Party”), and shall reimburse the Seller Indemnified Parties, for any Damages, whether in respect of third party claims, claims between the parties hereto, or otherwise directly or indirectly relating to, as a result of, arising out of, or by virtue of:
Buyer’s Indemnification Obligations. During the Indemnification Period, Buyer shall indemnify, defend and hold harmless Seller and Principal Shareholder and each of their respective officers, directors, employees, agents, Affiliates, successors and assigns (collectively with Seller, the "Seller Indemnitees") from and against, and shall reimburse Seller Indemnitees for, all Losses imposed upon or incurred by any of Seller Indemnitees, directly or indirectly, resulting from or arising out of (a) the failure by Buyer to pay, perform or discharge any of the Assumed Liabilities set forth in Schedule 2.5, (b) the operation of the Seller's Business or the Acquired Assets by Buyer on and following the date hereof (including, without limitation, any product liability asserted against Seller with respect to products sold by Buyer on or after the date hereof), (c) any material inaccuracy in or material breach of any of Buyer's representations and warranties in this Agreement or in any Schedule delivered by Buyer pursuant hereto, or (d) any material breach by Buyer of its covenants and agreements in this Agreement
Buyer’s Indemnification Obligations. The Buyer shall indemnify and save and hold harmless the Sellers, their respective Affiliates, and their Representatives from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty made by the Buyer contained in this Agreement; (ii) any breach of any covenant made by the Buyer contained in this Agreement; or (iii) from and after the Closing, any Assumed Liability.
Buyer’s Indemnification Obligations. Subject to the terms and conditions of this Section 6, Buyer agrees to indemnify and hold the Seller harmless against and in respect of (A) any and all losses, liabilities, damages or expenses (including legal fees and expenses) relating to or arising out of any material misrepresentation or breach of warranty of Buyer contained in Section 5 of this Agreement or in any statement or certificate delivered by Buyer; (B) any material breach of any covenant of Buyer contained in this Agreement; and (C) the purchase by Buyer from Seller of the shares of Common Stock set forth on the attached Schedule A (it being understood that in no event shall Buyer indemnify the Seller for any losses suffered or taxes payable in respect of profits realized upon the sale by the Seller of the Common Stock pursuant to this Agreement).
Buyer’s Indemnification Obligations. Each Buyer agrees to indemnify and hold harmless BioScrip and its Affiliates, each of their respective shareholders, members, partners, Affiliates, employees, directors, managers and officers and the successors and assigns of the foregoing (collectively, the “BioScrip Indemnified Parties”), from and against any and all Losses incurred by the BioScrip Indemnified Parties arising from the gross negligence, fraud or willful misconduct of Buyers in connection with the performance of its obligations under this Agreement.
