Indemnification by the Selling Parties. From and after the Closing, the Selling Parties, jointly and severally, agree to indemnify, defend and save the Buyer, its officers, directors, employees, agents, and the successors, assigns and affiliates of the foregoing (each, a “Buyer Indemnified Party”) forever harmless from and against any and all Liabilities, demands, claims, Proceedings, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages and Taxes (including reasonable fees and expenses of attorneys, accountants and other experts and consultants) (individually and collectively, the “Losses”) suffered, sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of:
Indemnification by the Selling Parties. Subject to the limitations set forth in this Article VIII, the Selling Parties, jointly and severally, hereby covenant and agree that the Selling Parties shall defend, indemnify and hold harmless Buyer and its Affiliates (including the Company after the Closing), and their respective shareholders, partners, members, managers, officers, directors and employees (each a “Buyer Indemnified Party”) from and against any and all Losses which a Buyer Indemnified Party suffers, arising out of or resulting from:
Indemnification by the Selling Parties. The Selling Parties shall indemnify, defend and hold harmless Buyer and its directors, officers, employees, agents, attorneys, consultants, representatives, Affiliates, successors, transferees and assigns (each, a “Buyer Indemnitee”) promptly upon demand, at any time and from time to time, from, against and in respect of any and all demands, claims, losses, damages, judgments, liabilities, assessments, suits, actions, proceedings, interest, penalties and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions or for enforcing such rights of indemnity and defense) (collectively, “Losses”) incurred or suffered in connection with, arising out of or as a result of the following:
Indemnification by the Selling Parties. From and after the Closing (but subject to the other provisions of Section 6.1, including, but not limited to, the Survival Period limitation), the Selling Parties shall indemnify the Purchaser against any Damages which are suffered by the Purchaser and which arise from:
Indemnification by the Selling Parties. (a) In accordance with and subject to the provisions of this Section 10.1, the Selling Parties shall indemnify and hold harmless the Purchaser, their respective Affiliates, and the officers, directors, agents and employees of the Purchaser and their Affiliates (collectively, the "Indemnitees") from and against and in respect of any and all loss, damage, diminution in value, liability, cost and expense, including reasonable attorneys' fees and amounts paidto an unaffiliated third party in settlement (collectively, the "Indemnified Losses"), suffered or incurred by any one or more of the Indemnitees by reason of, or arising out of:
Indemnification by the Selling Parties. The Selling Parties shall jointly and severally indemnify, hold harmless and defend Buyer, Buyer's Parent and their respective directors, officers, shareholders, employees, agents and successors and assigns, (collectively, all of the foregoing, the "Buyer indemnified parties" or, individually, a "Buyer indemnified party") from and against any and all "Damages" (as hereinafter defined) that arise from or are in connection with:
Indemnification by the Selling Parties. 39 SECTION 11.2
Indemnification by the Selling Parties. Sellers' General Liabilities" shall mean all Losses (other than Environmental Losses subject to Section 10.6) resulting from, arising out of, or incurred by Buyer or its respective directors, officers and employees (each a "Buyer Indemnified Party") after the Effective Date in connection with (i) any breach of any of the representations or warranties made by the Selling Parties in this Agreement, (ii) any default by any Selling Party in respect of any of the covenants or agreements made by such Selling Party in this Agreement, (iii) any injuries to Persons, property or business by reason of defectiveness, improper design or manufacture or malfunction, or otherwise, of any product sold or services provided by any Selling Party, whether known or unknown, currently asserted or arising hereafter, if such claims are based upon or arise out of products sold or services performed on or prior to the Effective Date, or (iv) any attempt (whether or not successful) by any Person to cause or require a Buyer Indemnified Party to pay any Liability of, or claim against, any Selling Party of any kind in respect of the operation of the Business prior to the Effective Date, to the extent not otherwise specified in this Section 10.2, specifically assumed under this Agreement or subject to an indemnity by the Buyer under the terms of this Agreement. Subject to the provisions of Section 10.3 and to the further provisions of this Section 10, the Selling Parties shall, jointly and severally, indemnify all Buyer Indemnified Parties, and hold them harmless from, against and in respect of, any and all Sellers' General Liabilities.
Indemnification by the Selling Parties. Subject to the other provisions of this Article 9, from and after the Closing, the Selling Parties, jointly and severally, shall indemnify, hold harmless and reimburse the Buying Parties and theirs officers, directors, members, managers, agents and representatives (each a "Santolubes Indemnified Party") from and against and in respect of any and all Losses that may be imposed on, sustained, incurred or suffered by or assessed against each Santolubes Indemnified Party, directly or indirectly, to the extent relating to or arising out of or in connection with:
Indemnification by the Selling Parties. Subject to the limitations set forth in this Section 8.5, from and after the Closing, each of the Selling Parties, jointly and severally, agrees to indemnify, defend and save the Buyer and its Affiliates, and each of their respective officers, directors, managers, employees, equityholders, attorneys and agents, (each, a “Buyer Indemnified Party”), harmless from and against, and to promptly pay to each Buyer Indemnified Party or reimburse each Buyer Indemnified Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, causes of action, assessments, losses, diminution in value, costs, expenses, interest, fines, penalties, damages or costs or expense of any and all investigations, Proceedings, judgments, settlements, Taxes and compromises (including reasonable fees and expenses of attorneys, accountants and other experts, but excluding lost profits and exemplary or special damages, unless such profits or damages are actually paid by any Buyer Indemnified Party in connection with a Third Party Claim) (individually and collectively, “Losses”) sustained or incurred by any such Buyer Indemnified Party relating to, resulting from, or otherwise arising out of any of the following:
