Indemnification by Parent and Purchaser. (a) Parent and Purchaser will, jointly and severally, indemnify and hold harmless Shareholders and their respective affiliates, officers, directors, partners, stockholders, agents, representatives, consultants and employees, and all of their respective heirs, successors and permitted assigns (collectively, the "Shareholder Indemnified Parties") from and against the net amount (determined after deduction of the amount of any insurance proceeds recovered):
Indemnification by Parent and Purchaser. Subject to the provisions of this Article VIII, from and after the Closing, Parent and Purchaser shall indemnify, defend and hold harmless each Seller and each Seller’s respective officers, directors, employees, attorneys, accountants, representatives and agents (the “Seller Indemnified Parties”) for, from and against all Losses that any Seller Indemnified Party may suffer, sustain or incur and that result from, arise out of, relate to, or are caused by any of the following:
Indemnification by Parent and Purchaser. Subject to the terms hereof, Purchaser and Parent, jointly and severally, agree to defend, indemnify and hold Seller and its directors, officers, Affiliates and Representatives (the “Seller Indemnified Parties”) harmless from and against any Claim asserted against, imposed upon or incurred by any Seller Indemnified Party by reason of, resulting from or arising out of:
Indemnification by Parent and Purchaser. Subject to the limitations in Sections 7.1, 7.9 and 7.10, the Parent and Purchaser, jointly and severally, shall hold harmless and indemnify the Seller and Shareholder from and against, and shall compensate and reimburse the Seller and Shareholder and their respective directors and officers and their respective successors and assigns (collectively, "Seller/Shareholder Indemnitees") for, any Damages which are directly or indirectly suffered or incurred by any of the Seller/Shareholder Indemnitees or to which any of the Seller/Shareholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim), including all costs and reasonable attorneys' fees, which arise from or as a result of:
Indemnification by Parent and Purchaser. Parent and Purchaser shall, jointly and severally, indemnify, defend and hold harmless Seller, the Company and each Company Subsidiary, and each of their respective representatives, employees, officers, directors, stockholders, controlling persons and Affiliates (collectively, the "Seller Indemnified Persons"), for, and shall pay to the Seller Indemnified Persons the amount of any Damages, directly or indirectly, arising from, attributable to or in connection with any breach by Purchaser of any covenant, representation, warranty, agreement or obligation of Purchaser contained in this Agreement; provided, however, that the representations and warranties of Purchaser set forth in Section 5.1 shall not survive the Closing.
Indemnification by Parent and Purchaser. Subject to the terms hereof, irrespective of any investigation (including any environmental investigation or assessment or any due diligence review or investigation) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant or obligation of Parent or Purchaser in this Agreement, Parent and Purchaser, jointly and severally, agree to defend, indemnify and hold Seller and its directors, officers, Affiliates and Representatives (the "Seller Indemnified Parties") harmless from and against any Claim asserted against, imposed upon or incurred by any Seller Indemnified Party by reason of, resulting from or arising out of:
Indemnification by Parent and Purchaser. (a) Subject to the provisions of this Article X and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VII), effective as of and after the Closing, Parent and Purchaser shall indemnify and hold harmless Seller and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties arising out of or related to: (i) any breach of any representation or warranty of Parent or Purchaser, at and as of the Closing as though made at and as of the Closing (unless made as of a specific date, in which case at and as of such date), contained in Article IV; and (ii) any breach of any covenant or agreement of Parent or Purchaser contained in this Agreement. (b) Notwithstanding any other provision to the contrary (except with respect to indemnification for Taxes (which shall be governed exclusively by Article VII)) the cumulative indemnification obligations of Parent and Purchaser under Section 10.3(a)(i) shall in no event exceed, in aggregate, the Cap, and the cumulative indemnification obligations of Parent and Purchaser under Section 10.3(a) shall in no event exceed, in the aggregate, the Purchase Price. 10.4
Indemnification by Parent and Purchaser. Parent and the Purchaser, jointly and severally, shall indemnify, defend and hold harmless the Seller Indemnified Parties promptly upon demand at any time and from time to time, against any and all Losses arising in connection with (i) any breach or nonfulfillment of any covenant or agreement made by the Parent or the Purchaser in this Agreement or (ii) the provision by the Seller of the Transitional Services to the Purchaser; provided, however, that for purposes of this Section 6(a), in the event that the Purchaser shall fail to make a payment hereunder when due, the term "Losses" shall include interest on such unpaid amount at a rate of 1% per month accruing from the date which is ten days after the date such payment was due through the date on which such payment is actually made; and provided, further, however, that the Parent and the Purchaser shall not be responsible for any Losses of any Seller Indemnified Person that are the direct result of such Seller Indemnified Person's gross negligence or willful misconduct or any action outside the scope of the provisions of the Transitional Services.
Indemnification by Parent and Purchaser. Subject to the limitations set forth in this Article VI, Parent and Purchaser agree to indemnify, defend and hold harmless Sellers and their managers, officers, employees, successors, permitted assigns, agents and representatives (collectively, the “Seller Indemnitees”), from and against all Losses resulting from:
Indemnification by Parent and Purchaser. Subject to the terms and conditions of Section 15 of this Agreement, Purchaser and Parent shall jointly and severally indemnify, defend and hold harmless the Companies and their Affiliates (including, without limitation, any guarantors of the Lease Agreements), and their respective controlling persons, stockholders, partners, officers, directors, employees, representatives and agents (collectively, the "Seller Indemnified Parties"), promptly upon demand at any time and from time to time, against any and all Losses arising out of or in connection with any of the following: (a) any misrepresentation or breach of any warranty made by Purchaser or Parent in any of Purchaser's Documents (including, without limitation, any schedule or exhibit thereto or certificate delivered in connection therewith); (b) any breach or nonfulfillment of any covenant or agreement made by Purchaser or Parent in Purchaser's Documents (including, without limitation, any schedule or exhibit thereto or certificate delivered in connection therewith); (c) the Assumed Liabilities; (d) the ownership or operation of the Purchased Business or the Purchased Assets from and after the Closing Date (except as provided herein with respect to the Benefits Adjustment or the Returns Adjustment) and (e) except as otherwise provided in Section 2.4, any obligation or liability to any Post-Closing Employee or to any Person set forth on Schedule 2.4-D, or to any dependent, survivor or beneficiary thereof, arising out of or relating to any such person's employment with Purchaser or any entity, trade or business which together with Purchaser would be considered a single employer under Section 414 of the Code.
