Specific Indemnities. HEALTHeLINK and each Participant (each, an “Indemnifying Party”) each shall hold the other (the “Indemnified Party”) free of and harmless from and against any liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, net of the proceeds of insurance, relating to any Breach (as defined in the Policies and Procedures) arising out of the act or omission of the Indemnifying Party or any of the Indemnifying Party’s officers, directors, members, employees or other agents, including but not limited to Authorized Users.
Specific Indemnities. Subject to the limitations in this Clause 9, the Sellers undertake to indemnify, and to keep indemnified, the Buyer, and each Group Company, against:
Specific Indemnities. The Participant agrees to indemnify and hold the Master Custodial Administration Agreement Administrator harmless from and against any liability that it may incur because of the following, but only to the extent permitted by the laws of the state in which the Employer is domiciled:
Specific Indemnities. 11.5.1 Subject to the limitations set out in Clause 12, except for Clauses 12.2 and 12.3, and without prejudice to Clause 12.11.2, the Seller agrees and undertakes to indemnify and hold the Purchaser harmless on a euro for euro basis for the following (the “Indemnities”):
Specific Indemnities. Without limiting the generality of Section 14.2.1 (Indemnification, Generally), acts or omissions giving rise to the obligation to indemnify and hold harmless pursuant to Section 14.2.1 (Indemnification, Generally) shall include, but not be limited to, (a) acts or omissions that result in a Serious Breach of Confidentiality or Security or
Specific Indemnities. 7.1 The Sellers irrevocably and unconditionally indemnify the Buyer immediately on demand against all losses, costs, liabilities and adverse tax consequences (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Buyer, the Company or any of the Subsidiaries arising out of or in connection with any of the following matters:
Specific Indemnities. Subject to and as from each Completion, the Warrantors shall jointly and severally indemnify and hold harmless the Buyer from and against any Losses whether arising before or after such Completion to the extent resulting from:
Specific Indemnities. 11.1 From Completion, the Seller shall at all times indemnify and hold harmless the Purchaser or, at the Purchaser’s sole discretion, the Company, for all losses, costs, charges, expenses, damage, liabilities, claims, demands, actions and legal proceedings (including attorney and expert fees and expenses) resulting directly or indirectly from or relating to:
Specific Indemnities. Any Damages paid by Sellers under this Clause shall, to the extent permitted by applicable Law, be considered a reduction in the Final Price. Sellers shall not be subject to liability for any damages or concepts which are not expressly included in the definition of Damage set forth in Clause 8.5.
Specific Indemnities. 9.1 Without prejudice to or precluding any other rights or remedies which the Purchaser or the Company may have under this Agreement or the Law, the Seller undertakes to indemnify (schadeloosstellen) and hold harmless (vrijwaren) the Purchaser and the Company for, from and against any and all damages, losses, liabilities, suits, proceedings, actions, demands, judgments, fees, costs and external costs and expenses relating thereto (including fees of legal and other advisors) suffered, paid or incurred by or imposed upon or instituted against the Purchaser or the Company in connection with or ensuing from the following (the Indemnities):
