Indemnification by Owners. Subject to the other terms and conditions of this ARTICLE VII, each recipient of Ordinary Shares pursuant to the Allocation Schedule set forth in Schedule A-2, severally and not jointly, in proportion to the number of Ordinary Shares actually received by such recipient as consideration under this Agreement, shall indemnify and defend each of Argo and its Affiliates and their respective Representatives (collectively, the “Argo Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Argo Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Owners. Owners, jointly and severally, agree to indemnify, defend, and hold harmless with counsel reasonably acceptable to Managers, the Managers and Emeritus from and against all damages, losses, liabilities, obligations, penalties, costs and expenses (including without limitation, reasonable attorneys' fees, court costs and other expenses of litigation) suffered by, or claimed or asserted against, the Managers or Emeritus, directly or indirectly, by any Person based on, arising out of or resulting from the gross negligence or willful misconduct of Owners under this Agreement.
Indemnification by Owners. Each Owner ("Indemnifying Owner"), to
Indemnification by Owners. From and after the Closing, each Owner shall indemnify and hold harmless Manager, its successors and assigns and its officers, directors, employees, agents and any Person who controls any of the foregoing within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Manager Party") from and against any Losses that such Indemnified Manager Party may sustain, suffer or incur and that result from, arise out of or relate to (i) the use, ownership, possession, operation, leasing, management or any other activities related to such Owner's Managed Assets prior to the commencement of the Term or any activities of any Owner or of any Affiliate of any Owner (excluding Manager, if for some reason Manager falls within the definition of an Affiliate of an Owner), (ii) any Excluded Liability related to such Owner's Managed Assets, (iii) any apportionments allocated to such Owner pursuant to Section 2.3(d) hereof, and (iv) any breach by such Owner of any covenant, obligation or warranty contained herein.
Indemnification by Owners. Subject to the other provisions of this Article VIII, each Owner agrees to (on a several and not joint basis in accordance with Section 8.4(d)) 67350961.11 indemnify, defend and hold harmless Buyer Indemnified Parties from and against and shall pay to Buyer Indemnified Parties the amount of, or reimburse Buyer Indemnified Parties for, any and all Damages that Buyer Indemnified Parties incur as a result of, or with respect to (and whether or not in connection with any third-party claim):
Indemnification by Owners. Subject to Section 14.1(b) hereof, each Owner agrees to defend, indemnify and save the other Owners harmless against and from all claims, loss, damages, costs and expenses, including reasonable attorney's fees, because of bodily injury or death of persons or destruction of property resulting from or arising out of such Owner's construction on and use, occupancy or possession of its Tract or any other Owner's Tract except to the extent caused by the acts or omissions of any of the other Owners.
Indemnification by Owners. From and after the Closing, subject to Sections 12.4 through 12.6, each Owner shall, severally and not jointly, indemnify and hold harmless Parent and the Surviving Corporation and their respective officers, directors, agents or Affiliates (the "Parent Indemnified Parties"), from and against any and all demands, claims, actions or causes of action, assessments, losses, diminution in value, damages (including the recovery of punitive damages paid by Parent Indemnified Parties to a third party, but excluding all other claims for punitive damages), liabilities, costs and expenses, including but not limited to reasonable attorney's fees ("Losses"), suffered or incurred by any such party by reason of or arising out of any of the following:
Indemnification by Owners. (a) Following the applicable Closing, subject to the terms of this ARTICLE VIII, Owners shall indemnify and hold harmless Buyer and its Affiliates (including the Acquired Companies) and their respective successors, permitted assigns, equityholders, officers, directors, employees, Representatives, members, partners and agents (collectively, the “Buyer Indemnified Parties”) from and against, without duplication, any Losses incurred or suffered by any Buyer Indemnified Party arising out of, relating to or resulting from any breach of any of the representations or warranties contained in ARTICLE III or ARTICLE IV as of the date such representation or warranty was made and as if such representation or warranty was made at and as of the applicable Closing (except for any such representations or warranties that speak as of a specific date, the breach of which shall be determined as of such specified date), in each case, with respect to the Acquired Companies purchased by Buyer pursuant hereto, any breach of any of the covenants or agreements of Owners in this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation by Owners in Section 6.12, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Section 6.12), any Indebtedness of any Acquired Company and any Transaction Expenses unpaid at Closing and any plan subject to Title IV of ERISA which an Acquired Company or a present or former member of its Controlled Group participated in, sponsored, or contributed to prior to the applicable Closing.
Indemnification by Owners. (a) From and after the Closing, subject to Sections 9.4 through 9.8, each Owner shall, severally and not jointly, indemnify and hold harmless each Purchaser and its respective officers, directors, agents or affiliates, from and against any and all Losses, suffered or incurred by any such Purchaser by reason of or arising out of any of the following:
Indemnification by Owners. Subject to the procedures and limitations set forth in this Agreement, Owners jointly and severally agree to indemnify and save harmless Travel Systems and its agents and representatives from and against any and all Net Economic Loss (herein defined) incurred by Travel Systems or any of the other indemnified persons or entities arising after the closing of the Merger Agreement (the "Closing") out of (i) the breach of any representation or warranty made by JSG in the Merger Agreement or in any instrument or documents required to be delivered by JSG to Travel Systems pursuant to the Merger Agreement, (ii) JSG's failure to duly perform any covenant or agreement to be performed by JSG under the Merger Agreement or under any instrument or document required to be delivered by JSG to Travel Systems pursuant to the Merger Agreement, and (iii) any liabilities or obligations, contingent or otherwise, of the Company which exist at the Closing and which are based upon any act, state of facts or condition which occurred or existed before the Closing, known or unknown, due or payable, except to the extent such liabilities and/or obligations are specifically assumed by Travel Systems under the Merger Agreement.
