Indemnification and Payment of Damages by the Shareholders. (a) Each Shareholder, separately and not jointly or severally, will indemnify and hold harmless Buyers, the Cinemex Companies and their respective Representatives, stockholders, controlling persons and affiliates and their respective successors or assignees (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons such Shareholder's Percentage of the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees), fine, penalty or loss profits or, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. The Shareholders will indemnify and hold harmless the Buyer, the Company, the Transitory Subsidiary and their respective affiliates (collectively, the "Indemnified Persons") from, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. Subject to this Article X, from and after the Closing, the Shareholders will indemnify, defend and hold harmless the Purchaser, the Merger Sub, and their respective Representatives and Affiliates (collectively, the “Purchaser Indemnified Persons”), from, against and in respect of any and all Damages sustained or incurred by any Purchaser Indemnified Person to the extent relating to, resulting from or arising out of:
Indemnification and Payment of Damages by the Shareholders. If the Closing occurs, the Shareholders, severally and on a pro-rata basis in proportion to each Shareholder's interest in the Escrow Shares, will indemnify and hold harmless BindView and its Representatives, stockholders, controlling persons and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons solely out of the Escrow Shares (as defined in the Indemnity Escrow Agreement) the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. The Shareholders will indemnify and hold harmless the Indemnified Persons for, and will pay to the Indemnified Persons the amount of, Damages arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. Subject to the limitations on recourse and liability set forth in this Article IX, from and after the Closing, the Shareholders, on a several basis, shall indemnify, defend and hold harmless Parent, the Surviving Corporation and any entities controlling or controlled by Parent or the Surviving Corporation, and their respective officers, directors, attorneys and employees (collectively, the “Parent Indemnified Persons”) for, and will pay to Parent Indemnified Persons the amount of, any loss, liability, claim, damage and expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. Each of the Shareholders, jointly and severally, will indemnify and hold harmless RTI, the Company and their respective representatives, stockholders, controlling persons and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, Tax, expense (including costs of investigation and defense and reasonable attorneys' fees), settlement or diminution of value, whether or not involving a third party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. The Shareholders, jointly and severally, will indemnify and hold harmless CCB, and CCB's respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "CCB Indemnified Persons") for, and will pay to the CCB Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including reasonable costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (for all purposes of this Article V, collectively, "Damages"), resulting, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. The Shareholders, jointly and severally, will indemnify and hold harmless UNIT, UDC, and their respective Representatives, stockholders, controlling persons, and Related Persons (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages and costs of Cleanup, containment or other remediation), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by the Shareholders. The Shareholders will, jointly and severally (subject to Section 9.11), indemnify and hold harmless RDSI, the Companies, and their respective Representatives, shareholders, controlling persons and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
