Indemnification by Seller and Stockholder. Seller and Stockholder jointly and severally agree subsequent to the Closing to indemnify and hold Buyer and its respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, diminution in value, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
Indemnification by Seller and Stockholder. Seller and the Stockholder shall, jointly and severally, indemnify and defend Buyer and each of its officers, directors, employees, shareholders, agents, advisors or representatives (each, a "Buyer Indemnitee") against, and hold each Buyer Indemnitee harmless from, any loss, liability, obligation, deficiency, damage or expense including, without limitation, interest, penalties, reasonable attorneys' and consultants' fees and disbursements (collectively, "Damages"), that any Buyer Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim):
Indemnification by Seller and Stockholder. 6.2 Indemnification by Buyer
Indemnification by Seller and Stockholder. All representations and warranties of Seller and the Stockholder contained herein, or in any agreement, certificate or document executed by Seller or the Stockholder in connection herewith, shall survive the Closing for a period of two years, except for the representations and warranties contained in Section 7.12, which shall survive the Closing for the applicable tax statutes of limitation plus 60 days, and the representations and warranties contained in Section 7.4 which shall survive for the applicable statute of limitations for the breach thereof. The foregoing limitations of survival shall not in any way reduce Seller's obligations with respect to the Retained Liabilities. All information contained in Schedules 3.1, 3.2, 5.3 and 5.4 furnished hereunder by Seller shall be deemed a representation and warranty by Seller and the Stockholder made in this Agreement as to the accuracy of such information. Subject to the provisions of this Agreement, Seller and the Stockholder, jointly and severally, agree to indemnify and hold harmless Buyer and its stockholders, officers, directors, employees and agents, and their respective successors and assignees (the "SELLER INDEMNITEES"), from and against any and all losses, damages, liabilities, obligations, assessments, suits, actions, proceedings, claims or demands, including costs, expenses and fees (including reasonable attorneys' fees and expert witness fees) (collectively, "LOSSES") incurred in connection therewith, suffered by any of them or asserted against any of them or the Assets, arising out of or based upon (a) the breach or failure of any representation or warranty of Seller or the Stockholder contained herein, or in any agreement, certificate or document executed by Seller or the Stockholder in connection herewith, to be true and correct, (b) the breach of any covenant or agreement of Seller or the Stockholder contained in this Agreement, (c) Seller's failure to discharge the Retained Liabilities, (d) the parties' failure to comply with applicable bulk sales laws, or (e) any arrangements or agreements made or alleged to have been made by Seller or the Stockholder with any broker, finder or other agent in connection with the transactions contemplated hereby (except as with regard to Buyer's obligations to Presidio Strategies referred to in Section 6.4 above).
Indemnification by Seller and Stockholder. Seller and Stockholder jointly and severally shall indemnify, defend, save and hold harmless Buyer and its officers, directors, employees, agents and Affiliates (including, after the Closing, Company; each, a “Buyer Indemnitee”) from and against, and shall reimburse Buyer Indemnitees for, all Damages (collectively, “Buyer Damages”) directly or indirectly asserted against, imposed upon, resulting to, or incurred or required to be paid by any Buyer Indemnitee from or in connection with: (i) the breach of any representation or warranty made by a Seller Party pursuant to this Agreement; (ii) a breach or non-performance, partial or total, of any covenant or agreement made by a Seller or Stockholder pursuant to this Agreement; (iii) any financial or tax consequences arising from the handling of the filing with state authorities of the merger documentation pertaining to the Merger; (iv) any acts or omissions of Xxxxxxx in connection with her capacity as a member of Stockholder’s Board of Directors; (v) any and all Taxes of the Company applicable to all or any part of the period commencing on the date of the Merger and concluding on the Closing Date; (vi) performance of the administrative aspects of the Human Resources function including compliance with payroll and withholding requirements; (vii) any ERISA-related matters; (viii) compliance with federal and state securities laws applicable to the administration of Company’s business other than aspects of the Company’s business for which Buyer and Xxxxxxx provide indemnification under Section 7.2; or (ix) any failure to keep the accounting or tax books and records of the Company in accordance with proper practices of affiliates of public companies, except to the extent with respect to any of the foregoing (A) they arise from or are related to the gross negligence or willful misconduct of Xxxxxxx or (B) Xxxxxxx had prior knowledge of and materially contributed to any such breach or failure.
Indemnification by Seller and Stockholder. Each of Buyer, Parent and their respective Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”) shall be indemnified and held harmless, jointly and severally, by Seller and Stockholder for and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (each, a “Loss” and, collectively, “Losses”), arising out of or resulting from:
Indemnification by Seller and Stockholder. (a) Each of Seller and Stockholder shall jointly and severally indemnify and hold IXL, Buyer, and their respective shareholders, directors, officers and employees (collectively, the "Buyer Indemnified Parties") harmless from and against, and agree to promptly defend each of the Buyer Indemnified Parties from and reimburse each of the Buyer Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (collectively, a "Buyer Loss") that any of the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
Indemnification by Seller and Stockholder. Subject to the provisions of this Agreement, Seller and Stockholder shall, jointly and severally, indemnify and hold harmless Buyer and each of its affiliates, and its and their respective directors, shareholders, officers, employees and agents (together with Buyer, the “Buyer Indemnified Parties”) from any and all loss, damage, liability, deficiency, costs and expenses (including reasonable legal and accounting fees) (collectively, “Losses”) resulting from or arising out of (a) any inaccuracy in or breach of any representation or warranty made by Seller herein or in the Closing Documents (provided that for purposes of determining whether a breach of a representation has occurred and calculating Losses hereunder, any materiality, Material Adverse Effect or similar qualification in such representations and warranties shall be disregarded); (b) any breach of any covenant or obligation made or incurred by Seller or Stockholder herein or in the Closing Documents; (c) any imposition (including by operation of any bulk transferor other law) or attempted imposition upon Buyer or any of its affiliates by a third party of any Retained Liability; and (d) claims of any investment banker, broker, finder or other party acting in a similar capacity on behalf of Seller in connection with the transactions herein contemplated.
Indemnification by Seller and Stockholder. Seller and Stockholder, jointly and severally, will to the fullest extent permitted under applicable Legal Authority, indemnify and hold harmless Buyer, and its Representatives, Affiliates, subsidiaries and Related Persons (collectively, the “Buyer Indemnified Persons”), and will reimburse Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value, for any and all Claims (collectively, “Damages”), arising from or in connection with:
Indemnification by Seller and Stockholder. 23 10.1 Indemnification............................................23 10.2
