Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to:
Indemnification of Seller. Subject to the terms and conditions of this Article VI, Purchaser agrees to indemnify, defend and hold harmless Seller, from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of or resulting from, directly or indirectly:
Indemnification of Seller. Buyer shall indemnify, defend and hold harmless Seller and its shareholders, officers, employees, successors, agents, representatives and assigns (each, a “Seller Indemnified Party”) from and against any and all Losses to the extent which arise out of, or result from, or relate to any breach or inaccuracy of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or in any certificate delivered by Buyer hereunder.
Indemnification of Seller. Purchaser shall indemnify, defend and hold harmless Seller from and against and in respect of, and promptly reimburse Seller for the amount of, any and all Losses resulting from, in connection with or arising out of, directly or indirectly:
Indemnification of Seller. Subject to the limitations set forth in Sections 9 and 12, Purchaser shall indemnify and hold the Seller harmless from, against, for and in respect of:
Indemnification of Seller. Effective on the Closing Date and thereafter, Buyer shall indemnify and hold harmless Seller and its directors, officers, employees and agents, and shareholders from and against any and all liabilities, damages, losses, penalties, deficiencies, expenses and costs incurred by any of them, including without limitation reasonable attorneys' and accountants' fees (hereafter individually a "Loss" and collectively "losses"), arising from or in connection with:
Indemnification of Seller. Buyer shall indemnify Seller against, and hold Seller harmless from, any and all losses, liabilities, costs, claims, damages and expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees and disbursements) which Seller may incur or suffer arising out (i) any breach of or inaccuracy in any representation or warranty of Buyer in this agreement or (ii) any breach of or failure to perform any of Buyer’s obligations set forth in this Agreement.
Indemnification of Seller. (a) Buyer hereby agrees to indemnity and hold Seller and its successors and assigns harmless from and against:
Indemnification of Seller. Acquirer shall indemnify and defend each Seller Indemnified Person (as such term is defined below) against and hold each harmless from any and all Losses suffered or incurred thereby to the extent arising as a result of or in connection with or attributable to or relating to any of the following, or third party allegations of any of the following: (i) any breach of any representation or warranty of Acquirer contained in this Agreement or any of the Ancillary Documents (provided that, for the purposes of determining whether such a breach or inaccuracy has occurred for the purposes of this Section 8.2(i), any materiality qualifier or materiality exception - including, but not limited to, “Acquirer Material Adverse Effect”, “all material respects”, “material adverse change”, “in all material respects”, “in any material respect”, “result in any material liability” or “material default or violation” -included in any such representation or warranty shall be disregarded and given no effect as if such qualifier or exception were not included in, and did not qualify or create an exception to, such representation or warranty), (ii) any breach of any covenant of Acquirer contained in this Agreement, (iii) the business and operations of the Company after the Closing but only to the extent such business and operations are wholly independent of and not effected by the business and operations of the Company prior to the Closing Date, or (iv) the Guarantee and any payments made or performance thereunder. As used herein, “Seller Indemnified Person” means any of Seller, any Affiliate thereof, any successor of any of them, or any of their respective officers, directors, employees, stockholders, agents or representatives. Any indemnity payment under this Section 8.2, except as otherwise provided in Section 6.11, shall be satisfied with Preferred Stock, at a valuation based upon the Preferred Stock Share Price, to the extent necessary to preserve the status of the transaction contemplated by this Agreement as a reorganization within the meaning of Section 368(a) of the Code.
Indemnification of Seller. Buyer agrees that it shall indemnify, defend and hold Seller harmless from and against any and all Loss and Expense suffered directly or indirectly by Seller by reason of, or arising out of:
