INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. SHAREHOLDERS AND, PRIOR TO THE EFFECTIVE DATE OF THE MERGER, COMPANY (FOR PURPOSES OF THIS SECTION 10.3 AND, TO THE EXTENT APPLICABLE, SECTION 10.4, "INDEMNITOR"), JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD PENTEGRA AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES (EACH OF THE FOREGOING, INCLUDING PENTEGRA, FOR PURPOSES OF THIS SECTION 10.3 AND, TO THE EXTENT APPLICABLE, SECTION 10.4, AN "INDEMNIFIED PERSON") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, ACTIONS, SUITS, COSTS, DEFICIENCIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL THROUGH APPEAL) ARISING FROM OR BY REASON OF OR RESULTING FROM OR WITH RESPECT TO:
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Subject to the terms herein, Company and the Shareholders shall jointly and severally indemnify, defend, and hold Parent and the respective officers, directors, and employees of Parent, and their successors and assigns (the "Shareholders' Indemnitees") harmless from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost or expense of any kind or character, including reasonable attorneys' fees (the "Damages"), arising out of or in any manner incident, relating or attributable to:
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. The Company and Shareholders, jointly and severally, shall indemnify and hold harmless `CLYC', and shall reimburse `CLYC' for any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees) or diminution of value (collectively "Damages") arising from or in connection with, (a) any inaccuracy in any of the representations and warranties of the Company or Shareholders in this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty, (b) any failure by the Company or Shareholders to perform or comply with any agreement in this Agreement, (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with the Company or any Shareholder (or any person acting on their behalf) in connection with any of the contemplated transactions.
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Company and Shareholders, jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless FNFI, Newco and Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (a "FNFI Indemnified Party") from, against and in respect of all Claims suffered, sustained, incurred or paid by any FNFI Indemnified Party in connection with resulting from or arising out of, directly or indirectly:
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Effective as of the Closing, Shareholders, severally in accordance with their pro rata ownership interests in Company immediately prior to the Effective Time, in consideration for the exchange of the Company Shares, covenant and agree with FNFI, Newco and Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (a "FNFI Indemnified Party") to indemnify and hold harmless a FNFI Indemnified Party from, against and in respect of any and all Losses suffered, sustained, incurred or paid by any FNFI Indemnified Party in connection with resulting from or arising out of, directly or indirectly:
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Subject to the terms and conditions of this Article X, Company and Shareholders jointly and severally agree to indemnify, defend and hold harmless APPM and its directors, officers, shareholders, employees, agents, attorneys, consultants, Affiliates, legal representatives, and heirs from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (including, without limitation, all reasonable costs of experts and all reasonable costs incidental to or in connection with any appellate process) (collectively, "Damages") asserted against or incurred by such individuals and/or entities arising out of, in connection with or resulting from:
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Each of the Company and the Shareholders, on behalf of themselves and their respective heirs, successors and assigns, hereby agrees, jointly and severally, to indemnify each of Purchaser and its directors, stockholders, officers, partners, employees, agents, lenders, representatives, successors and permitted assigns (the “Purchaser Indemnified Parties”) and save and hold each of them harmless from and against and pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for any and all liabilities, demands, claims, actions, causes of action, assessments, losses, costs, damages, deficiencies, fines or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”), which any Purchaser Indemnified Party may suffer, sustain or become subject to, in connection with, incident to, resulting from or arising out of or in any way relating to or by virtue of, directly or indirectly:
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Company and Shareholders, in accordance with Section 10.7, below, shall indemnify and hold harmless FNFI from and against any Damages arising out of or relating to: (i) any inaccuracy in or breach of any representation or warranty made by Company or any Shareholder in this Agreement or in any writing delivered pursuant to this Agreement or at the Closing; or (ii) the failure of Company or any Shareholder to perform or observe fully any covenant, agreement or provision to be performed or observed by Company or such Shareholder pursuant to this Agreement.
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Effective as of the Closing and subject to the limitations set forth in Section 9.9, Shareholders, in consideration for the purchase of the Company Shares by GFI, covenant and agree with GFI, FNFI and their respective officers, directors, employees, shareholders, assigns, successors and Affiliates (a "FNFI Indemnified Party") to indemnify and hold harmless a FNFI Indemnified Party from, against and in respect of any and all Losses suffered, sustained, incurred or paid by any FNFI Indemnified Party in connection with resulting from or arising out of, directly or indirectly:
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. The Company and the Shareholders shall defend, indemnify and hold harmless the Purchaser Indemnitees from any Costs arising from or attributable to: (i) any liability of the Company other than the Assumed Liabilities; and (ii) the conduct or operations of the Company on or after the Closing Date. 5.3.
