Indemnification Provisions for the Sellers’ Benefit. Subject to the limitations set forth in Section 9.01, from and after the Closing, Buyer shall indemnify, defend and hold Sellers and each of their respective Affiliates (other than Target or Nominee), and each of their respective officers, members, partners, managers, directors, employees and agents (collectively, the “Seller Indemnitees”), harmless from and against, and pay to the applicable Seller Indemnitees the amount of, any and all Liabilities arising out of, based upon, attributable to or resulting from:
Indemnification Provisions for the Sellers’ Benefit. In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement or in any certificate or instrument delivered in connection with the transactions contemplated hereby that relate to such representations, warranties or covenants, and provided that the Sellers make a written claim for indemnification against the Buyer in accordance with this Agreement within the applicable survival period set forth in Section 11.1, then the Buyer shall indemnify, hold harmless and reimburse the Sellers and their respective Affiliates, officers, directors, employees and agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses caused by the breach. In addition, the Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any Losses the Seller Indemnified Party shall suffer arising out of or resulting, directly or indirectly, from any Purchased Asset or any Assumed Liability, or any Liability associated with or arising out of or in connection with the ownership of such Purchased Assets or Assumed Liabilities or the operation of the Business (except to the extent such Liability results from a breach by the Sellers of a representation, warranty, or covenant contained in this Agreement). Notwithstanding the foregoing, the Buyer shall have no obligation to indemnify the Seller Indemnified Parties until they have suffered Losses by reason of all such breaches in excess of the Indemnification Threshold, after which point the Buyer will be obligated only to indemnify the Seller Indemnified Parties from and against Losses in excess of the Indemnification Threshold. In no event shall the Buyers have any obligation to indemnify the Sellers pursuant to this Section 11.3 to the extent and in the amount that such Losses exceed the Maximum Amount. Notwithstanding anything contained in this Section 11.3 or elsewhere in this Agreement to the contrary, in no event shall the Indemnification Threshold or the Maximum Amount apply to any action arising from fraud, intentional misrepresentation or willful breach by the Buyer of any term or provision of this Agreement or any other documents contemplated in connection with the consummation of the transactions contemplated hereby. Nor shall such Indemnification Threshold or Maximum Amount apply to any Liability relating to any Purchased Asset, Assumed Liability, or any other Liability associated or arising out of or in connection with the ...
Indemnification Provisions for the Sellers’ Benefit. The Parent Parties will indemnify and hold the Parent Indemnified Parties harmless from and pay any and all Damages resulting from, arising out of, or attributable to any of the following:
Indemnification Provisions for the Sellers’ Benefit. The Buyer shall be obligated to indemnify the Sellers and/or their respective officers, directors, employees, representatives, advisors, Affiliates and/or agents (each a “Seller Indemnitee”) from and against the entirety of any Adverse Consequences that such Seller Indemnitee suffered through and after the date of the claim for indemnification (including any Adverse Consequences that such Seller Indemnitee suffered after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by: (i) any breach (in the event any third party alleges facts that, if true, would be because the Buyer had breached or the alleged breach) by the Buyer of any of its representations and warranties contained in this Agreement, or made any misrepresentation or inaccuracy in its representations and warranties; or (ii) any breach by the Buyer of any of its covenants or agreements contained in this Agreement.
Indemnification Provisions for the Sellers’ Benefit. In the event the Buyer breaches any of its representations, warranties, and covenants contained in Section 4 of this Agreement or in any certificate or instrument delivered in connection with the transactions contemplated hereby that relate to such representations and warranties, and provided that any Seller makes a written claim for indemnification against the Buyer in accordance with this Agreement within the applicable survival period set forth in Section 8.1, then the Buyer shall indemnify, hold harmless and reimburse each Seller (collectively, the “Seller Indemnified Parties”) from and against the entirety of any Losses suffered or caused by the breach.
Indemnification Provisions for the Sellers’ Benefit. In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement and provided that the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 10.4, below, within the survival period, if any, then the Buyer shall indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers shall suffer (including any Adverse Consequences the Seller shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for the Sellers’ Benefit. (a) In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement or in any certificate or instrument delivered in connection with the transactions contemplated hereby that relate to such representations and warranties, and provided that any Seller makes a written claim for indemnification against the Buyer in accordance with this Agreement within the applicable survival period set forth in Section 7.1(b), then the Buyer shall indemnify, hold harmless, defend and reimburse each Seller from and against the entirety of any Losses suffered caused by:
Indemnification Provisions for the Sellers’ Benefit. Subject to the other provisions of this ARTICLE XI, after the Closing, Buyer will defend, indemnify, and hold the Sellers (the “Seller Indemnified Persons”) harmless from and pay any and all Damages, directly or indirectly, to the extent resulting from, caused by, in connection with, relating to, arising out of, or attributable to any of the following:
Indemnification Provisions for the Sellers’ Benefit. (a) Following the Closing, in the event the Buyer breaches any of its representations, warranties and covenants contained herein, then the Buyer shall indemnify the Seller and its Affiliates and their respective stockholders, directors, employees, agents and representations (collectively, the “Seller Indemnified Parties”) from and against the entirety of any Adverse Consequences the Seller Indemnified Parties shall suffer resulting from, or caused by the breach.
Indemnification Provisions for the Sellers’ Benefit. Subject to the other provisions of this Article 8, Purchaser shall indemnify, defend and hold harmless each of the Seller Indemnified Parties against and reimburse any Seller Indemnified Party for all Damages, that such Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with any breach of representation or warranty or covenant by LGE or Purchaser set forth in this Agreement.
