Indemnification by Seller and the Stockholders. Subject to the other terms and conditions of this Article VII, Seller and the Stockholders, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Seller and the Stockholders. Seller and the Stockholders hereby agree to jointly and severally indemnify and hold harmless Buyer and its affiliates, shareholders, directors, officers, agents and employees, from and against any and all Losses, to the extent such Losses arise out of, result from, or are in connection with: (i) any breach by Seller or any Stockholder of any of the terms of this Agreement, (ii) any failure of any warranty or representation of Seller or the Stockholders made herein, or (iii) any failure by Seller or any Stockholder to perform or comply with any of its covenants or obligations under this Agreement.
Indemnification by Seller and the Stockholders. Subject ---------------------------------------------- to the other provisions of this Article XIII, each Seller and each Stockholder, jointly and severally (except that the obligation of GE American Communications, Inc. shall be several, as to its pro rata share, based on the percentage of equity ownership of GE American Communications, Inc. in Primestar), shall indemnify, defend and hold harmless Buyer and its Subsidiaries and Affiliates and their respective employees, directors, officers, stockholders, representatives and agents (collectively, the "Buyer Group") from and against, and pay or reimburse, as the case may be, the Buyer Group for, any and all Damages, as incurred, suffered by Buyer or any other member of the Buyer Group based upon, arising out of or otherwise in any way relating to or in respect of:
Indemnification by Seller and the Stockholders. Seller and the Stockholders, jointly and severally, except with respect to claims arising under Section 3 in which case the Stockholders severally but not jointly, and their respective successors, heirs and assigns (each, a "SELLER INDEMNIFYING PARTY" and, collectively, the "SELLER INDEMNIFYING PARTIES"), hereby agree to indemnify, defend and hold Buyer, HCOC and HCCI, each of their respective directors, officers, members, shareholders, employees, affiliates, agents, direct and indirect parent and subsidiary companies, representatives and successors and assigns (each, a "BUYER INDEMNIFIED PARTY" and, collectively, the "BUYER INDEMNIFIED PARTIES"), harmless from, against and in respect of, any and all Losses asserted against or incurred or sustained by any of the Indemnified Parties, as the same are incurred, arising out of, relating to, resulting from, or in whole or in part sustained in connection with:
Indemnification by Seller and the Stockholders. Subject to the limits set forth in this Article VIII, from and after Closing, Seller agrees, jointly and severally, and each Stockholder agrees, severally in accordance with their Indemnity Percentage, and not jointly, to indemnify, defend and hold each of Purchaser and its Affiliates and their respective officers, directors, stockholders, employees, agents and representatives (the “Purchaser Indemnified Party”) harmless from and in respect of any and all Losses that they may incur arising out of or due to (a) any breach of any representation or warranty of Seller or of such Stockholder contained in this Agreement, (b) any breach of any covenant of Seller or of such Stockholder contained in this Agreement, (c) liabilities of Seller or such Stockholder for any investment banker’s, broker’s or finder’s fees or other fees and expenses, including, without limitation, legal fees and expenses incurred by Seller or such Stockholder in connection with the transactions contemplated by this Agreement, (d) any Conveyance Taxes described in Section 2.09, (e) any action of such Stockholder relating to the authorization, execution and delivery of this Agreement and (f) all Liabilities of Seller except for any such Liabilities assumed by Purchaser as provided in Section 2.01(d).
Indemnification by Seller and the Stockholders. (a) (1) From and after the Closing Date, Seller and the Majority Stockholder, jointly and severally, and each of the Minority Stockholders, severally on a pro rata basis based upon the percentage ownership of the capital Stock of Seller, shall indemnify, defend and hold harmless Parent, Acquisition Sub, and each of their respective Affiliates, officers, directors, employees, members, agents, successors, transferees and assigns (collectively, "Parent Indemnified Group") from and against all Losses incurred or suffered by any member of Parent Indemnified Group based upon, resulting from, arising out of or relating to (i) the failure of Seller or any Stockholder to pay, perform or discharge when due any of the Retained Liabilities, (ii) the breach of any representation or warranty of any of the Stockholders or Seller contained in this Agreement or any of the Ancillary Documents, including, but not limited to, the License Agreement, or (iii) the breach of any covenant or agreement of any of the Stockholders or Seller contained in this Agreement or any of the Ancillary Documents.
Indemnification by Seller and the Stockholders. (a) Seller and the Stockholders shall jointly and severally indemnify and defend Buyer and its Affiliates and their respective stockholders, members, managers, officers, directors, employees, agents, successors and assigns (the "Buyer Indemnitees") against, and shall hold them harmless from, any and all losses, damages, claims (including third party claims), charges, interest, penalties, Taxes, diminution in value, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Section 9.2) (collectively, "Losses") resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to:
Indemnification by Seller and the Stockholders. (a) Seller and the Stockholders shall jointly and severally indemnify and hold harmless Parent and Acquisition Sub and each of their affiliates, officers, directors, agents, employees, and successors and assigns (collectively, including Parent and Acquisition Sub, the “Parent Indemnitees”) from any liabilities, obligations, fines, penalties, losses, settlements, damages, claims, interest, awards and judgments, costs and expenses (including reasonable attorneys’ fees and other reasonable costs and expenses of investigating or contesting any of the foregoing) (collectively, “Losses”), suffered or incurred by any of them for, arising out of, based upon or relating to:
Indemnification by Seller and the Stockholders. Subject to the limits set forth in this Article 5, Seller, the Stockholders and their successors and assigns shall jointly and severally indemnify, defend, reimburse and hold
Indemnification by Seller and the Stockholders. Subject to the limitations set forth in Section 9.6, Seller and each Stockholder, jointly and severally, shall indemnify, defend, reimburse and hold harmless Buyer and its Affiliates and their respective successors and assigns, and the personnel of any of them (collectively, the “Buyer Indemnified Parties”), from and against any and all claims, losses, damages, liabilities, obligations, assessments, penalties and interest, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent (including settlement costs and any reasonable legal, accounting and other expenses for investigating or defending any actions or threatened actions) (“Loss(es)”) incurred by any Buyer Indemnified Party, arising out of or in connection with (i) any misrepresentation or breach of warranty by Seller or any Stockholder contained in this Agreement or in any Transaction Document, (ii) any breach by Seller or any Stockholder of any covenant or other agreement contained in this Agreement or in any Transaction Document, (iii) any Excluded Liability, (iv) any failure by Seller to comply with any “bulk sales,” “bulk transfer” or similar Laws, (v) the Unauthorized Practice of Law; (vi) lack of full compliance with immigration Law in connection with employees; (vii) any failure by Seller to appropriately file Form 1099 with the Internal Revenue Service; or (viii) any failure by Seller to deliver tax clearance certificates. Notwithstanding the foregoing, and subject to the limitations set forth in Section 9.6, in no event shall Xxxxx Xxxxxxxx be responsible for more than three percent (3%) of all Losses incurred by the Buyer Indemnified Parties.
