Indemnification Obligations of Buyer. From and after the Closing, subject to the limitations set forth herein, Buyer shall indemnify Seller and its respective Affiliates, employees, agents, partners, representatives, successors and permitted assigns (“Seller Indemnified Parties”) and hold them harmless from and against any Losses which the Seller Indemnified Parties may suffer or become subject to as a result of, or which arise out of, relate to, or are caused by:
Indemnification Obligations of Buyer. Buyer shall indemnify and hold harmless each of the Seller Indemnified Parties from, against and in respect of any and all Losses arising out of:
Indemnification Obligations of Buyer. (a) Subject to the other terms of this Article X, from and after the Closing Date, Buyer will indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all Losses arising out of or resulting from:
Indemnification Obligations of Buyer. If the Closing shall occur, Buyer, subject to the limitations set forth in this Article VIII, will indemnify Parent and its Affiliates and each of their respective Representatives (collectively, the “Seller Indemnitees”), on a Net After-Tax Basis, against and in respect of any and all Losses which may be incurred by Seller Indemnitees based upon, resulting from or arising out of:
Indemnification Obligations of Buyer. Buyer will indemnify, defend and hold harmless the Seller Indemnified Parties from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments and damages (at equity or law), whenever arising or incurred (including reasonable attorneys’ fees and expenses) arising out of or relating to:
Indemnification Obligations of Buyer. Subject to the provisions of this Article IX, from and after the Closing, Buyer shall indemnify and hold harmless each of Equity Holder Indemnified Parties from, against and in respect of any and all Losses arising out of:
Indemnification Obligations of Buyer. From and after the Closing, the Buyer shall indemnify, defend and hold harmless the Company Seller Indemnified Parties from, against and in respect of any and all Losses based upon, asserted against, arising out of or relating to:
Indemnification Obligations of Buyer. Subject to the provisions of Section 10.4, from and after the Closing, Buyer shall indemnify, defend and hold harmless the Company Stockholders, their Affiliates, each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all Damages incurred by the Seller Indemnified Parties arising directly or indirectly out of or relating to any of the following, regardless of whether the claim arises under contract, breach of warranty, tort or other legal theory:
Indemnification Obligations of Buyer. Subject to the limitations set forth in Section 9.4, from and after the date of this Agreement, Buyer shall indemnify, defend and hold harmless Sellers and their Affiliates (excluding the Companies), each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Seller Indemnified Parties") from, against and in respect of any and all Losses, whenever arising or incurred, arising out of or relating to (a) any breach or inaccuracy of any representation or warranty made by Buyer in Article IV of this Agreement or, if the Closing occurs, any failure of any such representations and warranties which are not given as of a specific date to be true and correct as of and as if made on the Closing Date, in each case without giving effect to any "Buyer Material Adverse Effect", "in all material respects" or other similar materiality qualifications contained in Article IV of this Agreement or (b) any breach or nonperformance of any covenant, agreement or undertaking of Buyer in this Agreement. Notwithstanding the preceding sentence, the indemnification or indemnification procedures provided for in this Section 9.2 shall not apply to Tax matters, which shall be governed exclusively by Section 5.8. The Losses of the Seller Indemnified Parties described in this Section 9.2 as to which the Seller Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Seller Losses."
Indemnification Obligations of Buyer. Buyer shall indemnify and hold harmless Seller and its owners, officers and directors and their successors and assigns from and against any Loss that Seller incurs as a result of, without duplication, (i) the breach of any of the covenants made by Buyer in this Agreement; (ii) the breach of any of the representations and warranties made by Buyer contained in this Agreement; and (iii) third party claims relating in any manner to the operation of the Business after the Closing.
