Indemnity by the Buyer. The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.
Indemnity by the Buyer. Following the Closing, the Buyer shall indemnify the Sellers and their affiliates and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.
Indemnity by the Buyer. Subject to the provisions set forth in --------- -- --- ----- Sections 9.3 - 9.9, the Buyer agrees to indemnify and hold the Seller and Services (and their directors, officers, employees and affiliates) harmless from and with respect to any and all Losses related to or arising, directly or indirectly, out of:
Indemnity by the Buyer. The Buyer agrees that it will indemnify and hold the Seller from all Seller Indemnified Liabilities. For this purpose, “Seller Indemnified Liabilities” incurred by the Seller means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, personal income taxes of Seller incurred by Seller in connection with the purchase of CEII’s Shares from the Company and the sale of such shares to Purchaser under this Agreement, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Seller, arising from, in connection with or as a result of (a) Seller’s performance of its obligations under this Agreement and the School Agreements; or (b) any default or breach in the performance of any of the covenants or agreements made by the Buyer in this Agreement.
Indemnity by the Buyer. Subject to the terms and conditions of this Section 11, the Buyer agrees to indemnify, defend and hold each Selling Entity and its Affiliates (collectively, for purposes of this Section 11, the "Seller Indemnified Parties") harmless from and with respect to any and all Losses, to the extent such Losses result directly or indirectly from any of the following:
Indemnity by the Buyer. (a) Except as otherwise provided in this Agreement, the Buyer hereby agrees to indemnify, defend and hold harmless the Seller, the Stockholders and their Affiliates against and in respect of all Losses (whether or not resulting from a Third Party Claim) that result from:
Indemnity by the Buyer. Subject to the overall limitations, minimum amounts and time limitations set forth in Section 9.5 hereof, the Buyer agrees to indemnify and hold the Sellers and its Affiliates harmless from and with respect to any and all Losses related to or arising from, directly or indirectly, any failure or any breach by the Buyer of any representation or warranty, covenant, obligation or undertaking made by the Buyer in this Agreement, any Schedule or Exhibit hereto, or any other certificate or other instrument delivered pursuant hereto.
Indemnity by the Buyer. From and after the Closing, the Buyer shall be liable for, and shall indemnify the Seller and Sponsor and their respective subsidiaries and each of their directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee:
Indemnity by the Buyer. The Buyer agrees to indemnify and hold Seller harmless from and with respect to any and all Losses related to, or arising directly or indirectly out of, any failure to perform or breach by the Buyer of any representation or warranty, covenant, obligation or undertaking made by the Buyer in any Transaction Document (including the Schedules and Exhibits hereto and thereto), or in any other statement, certificate or other instrument delivered pursuant hereto and as a result of Buyer's ownership and operation of the Business following Closing.
Indemnity by the Buyer. From and after the Closing, subject to the provisions of this Section 9, the Buyer shall indemnify the Seller and each of its Affiliates, directors, officers and employees and each of the respective successors and assigns of the foregoing (collectively, the “Seller Indemnified Parties”) and hold them harmless from and against any and all Losses suffered or incurred by the Seller Indemnified Parties (a) to the extent arising from any breach of (i) any representation, warranty, covenant or agreement of the Buyer in this Agreement or (ii) any covenant or agreement to be performed by the Company following the Closing, (b) to the extent arising from actions taken by the Buyer or the Company on or after the Closing Date relating to the operations of the Company following the Closing, or (c) with respect to any Transfer Taxes for which the Buyer is responsible pursuant to Section 8.7.1 or any Taxes described in clause (x), (y), or (z) of Section 8.7.2(b). Except with respect to any claims for indemnification for Buyer’s breach of any Buyer Fundamental Representation, Seller Indemnified Parties will not be entitled to indemnification under Section 9.3.1(a)(i) unless and until aggregate Losses for which indemnification would otherwise be available under Section 9.3.1(a)(i) exceed the Deductible, at which point indemnification shall be available to the Buyer Indemnified Parties under Section 9.3.1(a)(i) only for those Losses in excess of the Deductible. The applicable Seller Indemnified Party or the Seller will provide the Buyer with a prompt, detailed written notice for any claim made in respect of the indemnification provided in this Section 9.3 (including the basis of such claim, the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered with respect thereto), whether or not arising out of a Third Party Claim.
