Indemnification by Seller Parties. Subject to the other terms and conditions of this Article VIII, each Seller Party shall jointly and severally indemnify and defend each of Buyer and its 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 Parties. The Seller Parties agree to defend, indemnify and hold harmless each Buyer and its members, partners, employees, agents, successors and assigns, from and against any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result of, relating to or arising out of (i) any inaccuracy in or breach of any representation or warranty of any Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (ii) any failure by any Seller Holder to perform any covenant, agreement or obligation of such Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior to the Closing, including without limitation, any liabilities for any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payme...
Indemnification by Seller Parties. Subject to the other provisions of this ARTICLE 11 (Indemnification; Remedies), from and after Closing, Seller Parties will indemnify, defend and hold harmless Buyer and its Affiliates and their respective officers, directors and employees (collectively, the “Buyer Indemnified Parties”) for any loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Damages”), to the extent caused by or arising from: (a) any breach of any representation or warranty of Seller Parties contained in this Agreement or the Other Transaction Documents, (b) any breach of any covenant of Seller Parties contained in this Agreement or the Other Transaction Documents, (c) any Liabilities of Seller Parties under or relating to the Welichem Agreement or any breach thereof by Seller Parties, in each case, to the extent arising prior to the Closing Date or relating to any period prior to the Closing Date, (d) any of the Excluded Liabilities or (e) any Third Party Claim based on or alleging infringement or misappropriation of such Third Party’s intellectual property arising under or resulting from the Development, Manufacture or Commercialization of any Compound or Product prior to the Closing.
Indemnification by Seller Parties. The Seller Parties, jointly and severally, shall defend, indemnify and hold harmless Buyer, its Affiliates and their respective officers, directors, owners, managers, employees, agents, advisors and other Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses arising out of, resulting from or relating to:
Indemnification by Seller Parties. Subject to the other terms and conditions of this Article VIII, including Section 8.04(a), each Seller, severally and not jointly, and each such Seller and Parent shall jointly and severally, indemnify and defend each of Buyer and its Affiliates, officers, directors, employees 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, Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Seller Parties. Subject to the limitations set forth in this Article XI, each Seller Party shall jointly and severally indemnify, defend and hold harmless the Buyer, Xcel and their respective managers, members, officers, directors, agents, attorneys and employees, (hereinafter “Buyer Indemnified Parties”) from and against any and all actual losses, claims, liabilities, debts, damages, fines, penalties, costs (in each case including, without limitation, reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel)) that they incur (collectively, “Damages”) incurred as a result of:
Indemnification by Seller Parties. Subject to the limitations set forth in this Article 6, each of the Seller Parties shall, jointly and severally, indemnify and defend Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all liabilities, losses, damages, claims, actions, suits, demands, causes of action, costs, expenses, interest, awards, judgments and penalties of any nature whatsoever (including, without limitation, reasonable legal costs and expenses) (“Losses”), arising or resulting from:
Indemnification by Seller Parties. The Seller Parties hereby agree to jointly and severally indemnify, defend and hold harmless Purchaser Parties and their respective officers, directors, equity holders, employees, agents, representatives, affiliates, successors and assigns (each an “Indemnified Purchaser Party”) of, from, against, and in respect of or relating (directly or indirectly) to any and all loss, liability, claim, damages, cost, fees and expense (including, without limitation, reasonable attorneys’ fees and disbursements), of any kind and description, inchoate or otherwise (collectively, “Losses”), resulting (directly or indirectly) from, relating to or incident to:
Indemnification by Seller Parties. From and after the Closing, Seller Parties shall indemnify, hold harmless and defend Buyer and its Affiliates (which following the Closing shall include the Company and its Subsidiaries), officers, directors and agents (each, a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”) against and in respect of any and all Losses incurred or suffered by any Buyer Indemnitee that result from or arise out of:
Indemnification by Seller Parties. (a) Effective upon the Closing and subject to the other provisions of this Article IX, Seller shall defend, indemnify and hold harmless the Partnership, the General Partner and Buyer, their respective Affiliates and all of their respective managers, partners, directors, officers, and owners (collectively, the “Buyer Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the Buyer Indemnitees as a result of or arising out of any breach by any Seller Party of (i) any Seller Title Representation or (ii) any of the other representations and warranties of any Seller Party set forth in Section 3.1 (Organization, Good Standing and Authority of Seller Parties), Section 3.3 (Organization, Good Standing, Authority, Capitalization of Acquired Companies), Section 3.14 (Broker’s or Finder’s Fees), Section 3.25 (Investor Status) and Section 3.26 (Status of Securities; Disposition).
