Indemnification by Seller and Parent. (a) Seller and Parent hereby jointly and severally agree to indemnify Buyer, IHS and their respective Affiliates and their respective officers, directors, employees and agents against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses but excluding punitive damages and unforeseen or other consequential damages other than punitive damages and unforeseen or other consequential damages which are paid to third parties) (a "Loss") suffered or incurred by any such indemnified party, as a direct consequence of (i) any breach of any representation or warranty of Seller or Parent contained in this Agreement or any Transaction Document, which by the terms of Section 8.3 survives the Closing, (ii) any breach of any covenant of Seller contained in this Agreement or any Transaction Document, (iii) all Reimbursement Liabilities; (iv) any Loss relating to any Excluded Liability (except as expressly assumed by Buyer under Section 1.4(c)); (v) any Loss arising out of any bulk transfer act (whether relating to liabilities in general or taxes or otherwise); (vi) any Loss arising out of the noncompliance of Seller with COBRA or any like statute; (vii) any Loss that is attributable to the pre-Closing conduct by Seller and relates to matters presently being investigated by the U.S. Department of Labor with respect to Seller; and (viii) any and all actions, suits, proceedings, demands assessments, judgments, settlements (to the extent approved by Seller, such approval not to be unreasonably withheld, delayed or conditioned) costs and legal and other expenses incident to any of the foregoing; provided, however, that Seller shall not have any liability under clause (i) above until the aggregate of all Losses, for which Seller would, but for this proviso, be liable exceeds on a cumulative basis $100,000, upon which Seller shall be liable for such $100,000 amount and all other amounts under this Section 6.1; provided, further, that the aggregate liability of Seller hereunder with respect to any and all Losses shall be limited to the aggregate amount of the final Purchase Price.
Indemnification by Seller and Parent. Seller and Parent shall jointly and severally defend, indemnify, reimburse, and hold harmless Buyer, its Affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to:
Indemnification by Seller and Parent. (a) From and after the Closing Date, Seller and Parent, jointly and severally, agrees to indemnify, defend and save Purchaser and its officers, directors, partners, stockholders, employees, agents, advisors, controlling Persons and Affiliates and their respective heirs, successors and assigns (each, a “Purchaser Indemnified Party”), harmless from and against, and will pay to each Purchaser Indemnified Party, the amount of all losses, liabilities, claim, actions, causes of action, awards, judgments, payments, costs, expenses, interest, penalties, fines and other damages (except for consequential, punitive, special and incidental damages and diminution in value), all costs and expenses of investigating and defending any Proceeding and any appeal therefrom (including reasonable attorneys’ fees) and all amounts paid incident to any compromise or settlement of any such Proceeding, in each case, whether or not involving a third-party claim (collectively, “Damages”), arising out of or relating to:
Indemnification by Seller and Parent. (a) Each of Seller and Parent, jointly and severally, agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from:
Indemnification by Seller and Parent. From and after the Closing, and subject as otherwise provided in this Agreement, Seller and Parent, jointly and severally, shall indemnify Purchaser and its Affiliates and each of their respective officers, directors, employees, agents, representatives, partners, shareholders and members against and hold them harmless from any loss, Tax, liability, claim of any kind, damage, interest or expenses (including reasonable and documented legal fees and expenses and the cost of enforcing any right to indemnification hereunder) (collectively, “Losses”) suffered or incurred by any such indemnified party to the extent arising from any Claim arising from a breach of any of the Warranties contained in Sections 3.01, 3.02, 3.04 and 3.07 (collectively, the “Fundamental Warranties”) or by a breach of Section 1.07. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
Indemnification by Seller and Parent. Except as hereinafter set forth, Seller and Parent shall indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses (collectively, "Damages"), which may arise out of: (a) any misrepresentation or other breach or violation of this Agreement by Seller or Parent; (b) Seller's ownership or operation of the Purchased Assets prior to the Closing, other than the Assumed Liabilities; or (c) any product liability claim or other third party claim relating to the Product, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring prior to the Closing Date, including, but not limited to, the Pace Litigation (as defined in Schedule 2.01(f)).
Indemnification by Seller and Parent. Subject to the other terms and conditions of this Article VIII, each of Seller and Parent shall, jointly and severally, indemnify and defend each of Buyers and their Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Seller and Parent. Subject to the limitations and on the terms set forth in this Article IX, each of Seller and Parent shall, jointly and severally, defend, indemnify and hold harmless Acquiror and its Affiliates (including the Acquired Companies following the Closing) and their respective officers, directors and representatives (the “Acquiror Indemnified Parties”) against and in respect of any and all Actions, judgments, debts, costs, expenses (including, but not limited to, reasonable attorneys’ and other advisors’ fees), Liabilities and damages (collectively, “Damages”) to the extent arising out of or resulting from (a) any inaccuracy in any representation or the breach of any warranty made by Parent or Seller in this Agreement or in any certificate or Schedule required to be delivered pursuant hereto, (b) the breach by Parent or Seller of any covenant or agreement to be performed by it hereunder, (c) Indemnified Taxes, (d) any Indebtedness of the Acquired Companies existing immediately prior to the Closing, (e) any Excluded Liabilities, and/or (f) any claims on title or Liens arising in respect of Consignment Inventory (as defined in the Agreed Principles) on the premises of Westinghouse Electric Company or its Affiliates that would have been avoided had Parent or Seller filed a financing statement in respect of such Consignment Inventory prior to delivery thereof to such premises.
Indemnification by Seller and Parent. (a) Seller and Parent shall, jointly and severally, indemnify, defend, save and hold harmless from and against, and pay on behalf of and reimburse as and when incurred by Buyer and each of its Affiliates and the and the respective Affiliates, Subsidiaries, employees, agents, representatives, successors and assigns directors, officers and employees of the foregoing Persons (collectively, the “Buyer Indemnitees”) from and against any and all Losses incurred or sustained by, or imposed upon, any Buyer Indemnitees resulting from, arising out of, in connection with, or otherwise relating to:
Indemnification by Seller and Parent. From and after the Closing, Seller and Parent shall, jointly and severally, indemnify, save and hold harmless Purchaser and its Affiliates (including the New Group after the Closing) and each of the foregoing's respective officers, directors, employees, agents and ERISA Affiliates (collectively, the "PURCHASER INDEMNIFIED PARTIES") from and against any and all Damages arising out of, resulting from or incident to:
