Indemnification Obligation of Buyer. Subject to the provisions of this Article 12 (including Section 12.2), from and after the Closing Date, Buyer agrees to indemnify and hold harmless Seller and its officers, directors, employees, partners, members, agents, representatives and contractors (collectively, “Seller Group”) from and against any and all Losses (other than the Excluded Assets and Excluded Liabilities which are retained by Seller) incurred by Seller Group which result from, relate to or arise out of the following:
Indemnification Obligation of Buyer. Buyer hereby agrees to defend, indemnify and hold harmless Seller from, against and in respect of any loss, cost, damage or expense, including but not limited to, legal and accounting fees and expenses (and sales taxes thereon, if any) asserted against, imposed upon or paid, incurred or suffered by Seller (a "Loss"):
Indemnification Obligation of Buyer. (a) Buyer will indemnify each of Parent and Seller and their respective Affiliates, stockholders, officers, managers, directors, employees, agents, representatives and successors and assigns (collectively, the "Seller Indemnitees") in respect of, and save and hold each Seller Indemnitee harmless against any Losses which such Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligation of Buyer. From and after the Closing and subject to the other provisions of this Article VII, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, agents and employees (each a "Seller Indemnitee" and collectively the "Seller Indemnitees") from and against all Losses incurred or suffered by any Seller Indemnitee relating to, resulting from or arising out of (a) any inaccuracy in any of the representations or warranties made by Buyer in Section 4.2 of this Agreement, (b) a breach by Buyer of any covenant of Buyer contained in this Agreement, which covenant requires performance by Buyer at or after the Closing, (c) any of the Assumed Liabilities, (d) items payable under Section 10.9 of this Agreement and (e) infringement or misappropriation of Third Party Intellectual Property.
Indemnification Obligation of Buyer. Buyer hereby agrees to defend, indemnify and hold harmless Seller from, against and in respect of any Loss as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby.
Indemnification Obligation of Buyer. Buyer shall indemnify and hold harmless the Member and its members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (the “Member Indemnitees”) against and in respect of any and all Losses incurred or sustained by the Member Indemnitees as a result of any breach or inaccuracy of any of the representations, warranties or covenants of Buyer contained in this Agreement. The maximum aggregate liability of the Buyer to the Member Indemnitees with respect to Losses pursuant to this Section 10.3 shall not exceed $1,000,000; provided, however, the Member Indemnitees shall not be entitled to indemnification pursuant to this Section 10.3 unless and until the aggregate amount of Losses to the Member Indemnitees equals at least the Basket, at which time, subject to the aggregate liability noted above and Section 10.4, the Member Indemnitees shall be entitled to indemnification for the total amount of such Losses without regard to the Basket.
Indemnification Obligation of Buyer. 49 Section 10.4
Indemnification Obligation of Buyer. (a) Buyer will indemnify Seller and its Affiliates, stockholders, officers, managers, directors, employees, agents, representatives and successors and assigns (collectively, the "Seller Indemnitees") in respect of, and save and hold each Seller Indemnitee harmless against any Losses which such Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligation of Buyer. 52 Section 10.4 Indemnification Procedures.......................52 Section 10.5 Payment..........................................54 Section 10.6
Indemnification Obligation of Buyer. Buyer hereby agrees to defend, indemnify and hold harmless Seller, Xxxxx and Xxxxx from, against and in respect of any Loss as a result of, arising from or in connection with any breach of any representation, warranty, covenant or agreement of Buyer in this Agreement or in any agreement, document or instrument executed and delivered in connection with the transactions contemplated hereby. The obligation to indemnify hereunder shall expire six (6) years following the Closing Date.
