Indemnification by the Principal Shareholders. Subject to the other terms and conditions of this Article IX, the Principal Shareholders, jointly, shall indemnify and defend the Buyer and its Affiliates (including the Company after the Closing) 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 the Principal Shareholders. (a) Subject to the conditions and limitations set forth in this Section 10.2, the Principal Shareholders shall jointly and severally (except with respect to the representations in Section 2.2(b) with respect to title to stock and 2.4 (the "Individual Representations"), as to which the liability of the Principal Shareholders shall be several and not joint) defend, indemnify and hold harmless the Company from and against any loss, liability, damage, claim, action or cause of action, assessment, cost, penalty and expense, including reasonable legal and accounting fees (a "Loss," and collectively, the "Losses") to the extent not covered by insurance, asserted against, resulting to, imposed upon or incurred by the Company by reason of or resulting from the breach of any representation or warranty made by the Company or the Principal Shareholders set forth in Article II of this Agreement, or any facts or circumstances constituting such a breach. The Principal Shareholders each agree that they shall have no right to seek damages, reimbursement, indemnification, contribution or similar rights from the Company for any indemnification payments for which the Principal Shareholder is liable under this Section 10.
Indemnification by the Principal Shareholders. (a) Subject to the conditions and limitations set forth in Section 10.1 hereof, and in this Section 10.2, the Principal Shareholders shall, severally in proportion to each Principal Shareholder's share percentage as set forth on Schedule 1.4 attached hereto, and not jointly, defend, indemnify and hold harmless the Company, from and against any loss, liability, diminution in value, damage, claim, action or cause of action, assessment, cost, penalty and expense, including reasonable legal and accounting fees (a "Loss," and collectively, the "Losses") to the extent not covered by insurance, asserted against, resulting to, imposed upon or incurred by the Company by reason of or resulting from the breach of any representation or warranty made by the Company or the Principal Shareholders set forth in Article II of this Agreement, or any facts or circumstances constituting such a breach. The Principal Shareholders each agree that they shall have no right to seek damages, reimbursement, indemnification, contribution or similar rights from the Company for any indemnification payments for which the Principal Shareholders are liable under this Section 10.2.
Indemnification by the Principal Shareholders. (a) From and after the Effective Time until the expiration of the Survival Period, the Principal Shareholders shall, severally and not jointly, subject to the terms hereof, indemnify and hold harmless the China Networks Surviving Corporation and its subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns (each an “Indemnified Party”) from and against any liabilities, losses, claims, damages, fines, penalties, expenses (including costs of investigation and defense and reasonable attorneys’ fees incurred in connection with such matters and any action hereunder to enforce the provisions of this Article X) or diminution of value, including Taxes (collectively, “Damages”) arising, directly or indirectly, from or in connection with:
Indemnification by the Principal Shareholders. Subject to the other provisions of this Article IX, the Principal Shareholders hereby agree, severally and not jointly, to indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all Losses that any Purchaser Indemnified Party may suffer or become subject to based on or resulting from any breach by such Principal Shareholder of any of the Fundamental Representations applicable to such Principal Shareholder, or the failure of any such Fundamental Representation to be true and correct as of the date of this Agreement and as of the Closing Date with respect to such Principal Shareholder (except for representations and warranties expressly stated to relate to a specific date, in which case as of such earlier date).
Indemnification by the Principal Shareholders. (a) Subject to the limitations, conditions, and restrictions set forth in this agreement, the Principal Shareholders shall jointly and severally indemnify and defend the Parent and its affiliates, officers, directors, employees, and agents (including, without limitation, those retained in connection with the transactions contemplated by this agreement) (collectively, the “Parent Indemnified Parties”) and hold them harmless from and against any and all losses, liabilities, damages, and expenses of or against the Parent Indemnified Parties, including, for the sake of clarity, those of the Company (including reasonable attorneys’ fees and expenses) to the extent resulting from or arising out of (a) any breach by the Company prior to the Effective Time of any covenant, representation, or warranty in this agreement, or any breach by the Principal Shareholders at any time of any covenant, representation, or warranty in this agreement, or (b) any appraisal or other proceeding brought by or on behalf of any Shareholder in respect of any fact, event, or circumstance arising, occurring, or existing prior to or on the Effective Time (including, without limitation all Pre-Merger Company Liabilities), or in respect of any dispute regarding the authority or actions by or on behalf of the Representative under Article X or otherwise (provided, however, that nothing in this subsection (b) is intended to limit or restrict the right of the Representative to take any act permitted under this agreement and not in contravention of applicable law or the rights of any Shareholder).
Indemnification by the Principal Shareholders. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a "Purchaser Indemnified Party") shall be indemnified, defended, released and held harmless by the Principal Shareholders, jointly and severally, from and against all losses, liabilities, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by a Purchaser Indemnified Party (hereinafter, a "Loss" or, collectively, "Losses"), arising out of or resulting from: (i) the breach of any representation or warranty made by the Principal Shareholders contained in this Agreement, (ii) the breach of any covenant or agreement by the Principal Shareholders contained in this Agreement, (iii) any Debts of the Company accruing on or before the Closing, to the extent in excess of the Debt Payoff deducted from the Purchase Price in accordance with Section 1.2(b)(i), (iv) any Liquidated Actions, and (v) any claims of Tanteah Capital Partners LLC, Jxxx X. Xxxxxx or Pxxx Xxxxxx in respect of the Transactions.
Indemnification by the Principal Shareholders. Subject to the limitations of Section 11.6, the Principal Shareholders agree to indemnify in full, defend and hold harmless Buyer and its officers, directors, employees, agents and stockholders, and after Closing, the Company (collectively, the "Buyer Indemnified Parties"), jointly and severally, against any loss, liability, deficiency, damage, expense or cost (including reasonable legal fees and expenses) (collectively, "Losses"), whether or not actually incurred or paid prior to the expiration of the indemnification obligation of the Principal Shareholders hereunder, which the Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of any of the following:
Indemnification by the Principal Shareholders. Subject to Section 5.5(c), each of the Principal Shareholders shall jointly and severally indemnify, defend and hold Superior and the Surviving Corporation, and each of their directors, officers, employees and agents (collectively, the "ACQUIRING PARTIES") harmless, from and against the entirety of any Adverse Consequences any of the Acquiring Parties may suffer, sustain or become subject to, through and after the date of the claim for indemnification, including any Adverse Consequences any of the Acquiring Parties may suffer after the end of any applicable Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by: (i) any breach or inaccuracy of any representation or warranty of the Principal Shareholders or the Company in this Agreement or in the schedules or Certificates delivered by them in connection herewith (other than the representations and warranties set forth in Section 3.1 of this Agreement (the "SHAREHOLDER INDIVIDUAL REPRESENTATIONS")), (ii) any nonfulfillment or breach of any covenant or agreement on the part of the Principal Shareholders or the Company set forth in this Agreement, (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of the Company, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of the COMSUL Disclosure Schedule, (iv) without limiting the generality of Section 5.5(b)(i) and regardless of whether the matter is disclosed on the COMSUL Disclosure Schedule, any Tax Liabilities arising out of the operation of the business of the Company prior to the Effective Time, to the extent not accrued on the Latest Balance Sheet, (v) without limiting the generality of Section 5.5(b)(i), any Liability payable to any employee of the Company arising out of such employee's employment with the Company prior to his or her termination, any Liability existing under any Plan of the Company prior to the termination of such Plan or arising out of such Plan as a result of the termination of such employee by the Company in connection with the transactions contemplated hereby, or any Liability to such employee under any existing agreement or understanding between the Company or any Principal Shareholder and such employee, in each case to the extent such Liabilities are not accrued on the Latest Balance Sheet, or (vi) the costs and expense of defending any action, demand or claim by a...
Indemnification by the Principal Shareholders. The Principal --------------------------------------------- Shareholders hereby jointly and severally covenant and agree to indemnify, defend and hold harmless Cumetrix and its respective former and current directors, officers, shareholders, employees, attorneys and agents, as the case may be, and each of their successors and assigns (individually, an "Indemnified Party") and hold them harmless from, against and in respect of any and all costs, losses (including investment losses), claims, liabilities, damages and expenses, including court costs and fees and disbursements of counsel, (collectively, "Losses") incurred by any of them, directly or indirectly, in connection with:
