Indemnification and Survival of Warranties. GFS and the GFS Stockholders agree to indemnify, Purchaser, its successors and assigns, and current and former officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by GFS or the GFS Stockholders in this Agreement or the Operative Documents or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by GFS or the GFS Stockholders in this Agreement or the Operative Documents.
Indemnification and Survival of Warranties. (a) The Sellers agree to indemnify ActiveWorlds, its successors and assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by the Sellers in this Agreement or the Operative Documents or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by the Sellers in this Agreement or the Operative Documents.
(b) ActiveWorlds agrees to indemnify and to hold harmless the Stockholders and their successors, assigns heirs, and legatees against and in respect of all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by ActiveWorlds in this Agreement or the Operative Documents or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by ActiveWorlds in this Agreement or the Operative Documents. The representations and warranties of ActiveWorlds contained in this Agreement shall not survive the Closing.
10.3.2 If any Person entitled to indemnification pursuant to Section 10.3.1 hereof (an “Indemnitee”) is threatened in writing with any claim, or any claim is presented in writing to, or any action or proceeding is formally commenced against, any of the Indemnitees which may give rise to the right of indemnification hereunder, the Indemnitee will promptly give written notice thereof to each indemnifying party; provided, however, that any delay by an Indemnitee in so notifying the indemnifying party shall not relieve the indemnifying party of any liability to any of the Indemnitees hereunder except to the extent that the indemnifying party shall have been actually prejudiced as a result of such failure.
10.3.3 The indemnifying party or parties, by delivery of written notice to an Indemnitee within 30 days of notice of claim to indemnity from an Indemnitee, may elect to assume the defense of such claim, action or proceeding at the expense of the indemnifying party; provided, however, that (a) unless such written notice shall be accompanied by a written agreement of each indemnifying party acknowle...
Indemnification and Survival of Warranties. 8.3.1 Seller agrees to indemnify Purchaser, its successors and permitted assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing and to hold each such party harmless against and in respect of any and all losses, damages, costs and expenses, including, without limitation, attorneys' fees incurred by any such party by reason of a breach of any of the representations or warranties, or covenants or agreements contained in this Agreement, damages suffered and costs, and liabilities incurred as a result of Seller's failure to satisfy the Excluded Liabilities, breach of undertakings in any other document, supplement, instrument, agreement, letter, amendment or assignment related to or executed in connection herewith, or in any officers' certificate or other certificate delivered to Purchaser or its affiliates at or in connection with the Closing. Purchaser agrees to indemnify Seller, its successors and assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing and to hold each such party harmless against and in respect of any and all losses, damages, costs and expenses, including attorneys' fees incurred by such party by reason of a breach of any of the representations or warranties, or covenants or agreements contained in this Agreement or damages suffered as a result of Purchaser's failure to satisfy the Assumed Liabilities, breach of undertakings in any other document, supplement, instrument, agreement, letter, amendment or assignment related to or executed in connection herewith, or in any officers' certificate or other certificate delivered to Seller or its affiliates at or in connection with the Closing. For purposes of the indemnifications made in this Section 8.3, all representations and warranties shall be deemed to have been made as of and at the Closing Date, except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date.
8.3.2 The indemnified party shall promptly notify the indemnifying party in writing of any matters that may give rise to the right of indemnification hereunder.
8.3.3 With respect to claims made by third parties, if Purchaser or Seller is threatened with any claim, or any claim is presented to or any action or proceeding commenced against Purchaser or Seller, that may give rise to the right of indem-nification here...
Indemnification and Survival of Warranties. 11.3.1 (a) GC and the Principal GC Stockholders agree to indemnify, Purchaser, its successors and assigns, and current and former officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys’ and accountants’ fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by GC or the Principal GC Stockholders in this Agreement or the Operative Documents or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by GC or the Principal Stockholders in this Agreement or the Operative Documents.
Indemnification and Survival of Warranties. 10.3.1 (a) Goozex and the Principal Goozex Stockholders agree to indemnify, SLGI, its successors and assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by Goozex or the Principal Goozex Stockholders in this Agreement or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by Goozex or the Principal Goozex Stockholders in this Agreement.
Indemnification and Survival of Warranties. 10.3.1 (a) SpaceLogic and the Stockholders agree to indemnify, MBYI, its successors and assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by SpaceLogic or the Stockholders in this Agreement or the Operative Documents or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by SpaceLogic or the Stockholders in this Agreement or the Operative Documents.
Indemnification and Survival of Warranties. 9.3.1 (a) Except for as expressly provided herein, for a period of one (1) year from the Closing Date, the Stockholders agree to indemnify Rare Medium, ICC, the Surviving Corporation, their successors and assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by I/O 360 or the Stockholders in this Agreement or the Operative Documents or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by I/O 360 or the Stockholders in this Agreement or the Operative Documents.
Indemnification and Survival of Warranties. 9.3.1 (a) The Stockholders agree to indemnify Rare Medium, ICC, the Surviving Corporation, their successors and assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by DigitalFacades or the Stockholders in this Agreement (except Section 7.14 above) or the Stock Pledge Agreement or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by DigitalFacades or the Stockholders in this Agreement (except Section 7.14 above) or the Stock Pledge Agreement.
Indemnification and Survival of Warranties. 37 12.1. Indemnification.............................................................................................37 12.2. Claim Procedure.............................................................................................38
Indemnification and Survival of Warranties. 9.3.1 (a) Erevu and the Stockholders agree to indemnify, Aladdin Holdings, its successors and assigns, and the officers, directors, affiliates, employees, controlling Persons and agents of the foregoing, and to hold each of them harmless against and in respect of any and all losses, damages, Taxes, penalties or other additions to Taxes, costs and expenses, including attorneys' and accountants' fees incurred by any of them by reason of (i) a breach of any of the representations or warranties made by Erevu or the Stockholders in this Agreement or the Operative Documents or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by Erevu or the Stockholders in this Agreement or the Operative Documents.
