INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. Subject to Section 11.3 hereof, the Principal Stockholders jointly and severally agree to indemnify Symposium, Symposium Sub and their respective, officers, directors, stockholders, employees, affiliates, attorneys, accountants and agents (the "Symposium Parties"), and hold them harmless from, any and all damages, losses, liabilities and expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding brought against the Symposium Parties (collectively the "Damages") incurred or suffered by the Symposium Parties after the Closing arising out of (i) any breach of any representation, warranty, covenant or agreement of WeFusion or any of the Principal Stockholders set forth in this Agreement or the Stockholder's Questionnaire, as the case may be; (ii) any liabilities of WeFusion not reflected on the WeFusion Interim Balance Sheet, (iii) any Pre-September Trade Liabilities, (iv) any liabilities or obligations to any Releasor, notwithstanding the disclosure, if any, of such liability or potential liability on the WeFusion Disclosure Schedule; or (v) any Taxes payable by WeFusion with respect to the Pre-Closing Period (including any Taxes payable by WeFusion with respect to the transactions contemplated hereby and by the other Transaction Documents and including any Taxes listed on the WeFusion Disclosure Schedule). Notwithstanding the foregoing, the Principal Stockholders shall have no liability under this Section 11.2 in respect of: (A) breaches of representations and warranties by WeFusion or the Principal Stockholder; (B) liabilities other than Pre-September Trade Liabilities; or (C) the FICA and other similar Taxes listed on Section 3.16(c) of the WeFusion Disclosure Schedule unless and until the aggregate amount of all claims by the Symposium Parties arising out of one or more such breaches exceeds $35,000 in the aggregate, in which case the Stockholders shall be liable for all amounts in excess of $35,000.
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. The Principal Stockholders jointly and severally agree subsequent to the Closing to indemnify and hold the Company, the Surviving Corporation, Acquisition Corp and Webhire and their 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, 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 THE PRINCIPAL STOCKHOLDERS. The Principal Stockholders shall, jointly and severally, indemnify the Buyer and the Company in respect of, and hold the Buyer and the Company harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses, costs and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively, "DAMAGES") incurred or suffered by the Buyer or the Company resulting from, relating to or constituting:
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. Subject to the limitations set forth in this Article 9, the Principal Stockholders severally shall indemnify and hold LION and its officers, directors and Affiliates (the "LION INDEMNIFIED PARTIES") harmless from and against, and shall reimburse the LION Indemnified Parties for, any and all Losses arising out of (i) any inaccuracy or misrepresentation in, or breach of, any representation or warranty made by TRMS or either Principal Stockholder in any Operative Document; (ii) any failure by TRMS or the Principal Stockholders to perform or comply, in whole or in part, with any covenant or agreement in any Operative Document; and (iii) all liability for Taxes of TRMS assessed during or attributable to any taxable period ending on or prior to the Effective Date, and the portion of any taxable period that includes, but does not end on, the Effective Date to the extent such Taxes exceed the reserve for Tax liability set forth on the face of the TRMS Balance Sheet.
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. (a) Subject to the limitations set forth in this Article XI, from and after the Closing, each Principal Stockholder (together, the “Company Indemnifying Parties”) shall, severally but not jointly, based on each such Principal Shareholders’ pro rata ownership of the Company assuming for such purposes that all equity interests of the Company are owned by the Principal Stockholders, indemnify and defend Buyer, the Merger Subs and the Surviving Corporation, and each of their respective Affiliates, stockholders, members, managers, officers, directors employees, consultants, advisors, agents and representatives (collectively, the “Buyer Indemnitees”) against, and shall hold such Buyer Indemnitees harmless from, any loss, liability, claim, demand, settlement, judgment, award, fine, charge, cost, action, suit, proceeding, assessed interest, penalty, damage, Tax or expense of any nature including reasonable outside legal and accounting and outside professional services expenses and costs, and amounts paid in investigation, defense or settlement of the foregoing (collectively, “Losses”) directly or indirectly resulting from, based upon, arising out of, attributable to, relating to or incurred by such Buyer Indemnitees in connection with, or otherwise with respect to:
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. 39 9.2 Limitation on INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS... 40 9.3
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. Principal Stockholders shall, subject to Section 7.4, jointly and severally indemnify, except as to SRAC and SRAI, which shall be several and not joint, hold harmless and defend the Parent, Merger Sub and the Company and their respective Affiliates, successors and assigns (collectively, “Parent’s Indemnified Persons”) from and against, and reimburse each of Parent’s Indemnified Persons with respect to, any and all losses, damages (including punitive and liquidated damages for labor or employment law violations), liabilities, indemnification obligations, amounts paid in settlement, cleanup costs, costs and expenses, penalties, fines, reasonable attorneys’ fees, assessments, and fees and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof or in enforcing this indemnification, but excluding any special, incidental, consequential, indirect or punitive damages (except when awarded for labor or employment law violations), including, without limitation, any damages for lost profits or loss of business (collectively, “Damages”) incurred by any of Parent’s Indemnified Persons (“Parent’s Damages”) by reason of or arising out of or in connection with:
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. (a) Subject to the limitations in paragraph (b) below, the Principal Stockholders, jointly and severally shall defend, indemnify and hold ---------------------- harmless Buyer's Indemnified Persons from and against all Losses directly or indirectly incurred by or sought to be imposed upon any of them:
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. Without restricting the rights of Buyer or otherwise affecting the ability of Buyer to claim damages on any other basis available to it, the Principal Stockholders jointly and severally agree subsequent to the Closing to indemnify and hold the Company, the Subsidiaries, Buyer and their 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; 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 THE PRINCIPAL STOCKHOLDERS. The Principal Stockholders, severally and not jointly with each other Principal Stockholder, on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns as contemplated by Section 10.04, agree subsequent to the Closing Date to indemnify and hold harmless AMRI, its subsidiaries and their respective stockholders, officers, directors, employees and agents (other than the Principal Stockholders) (individually, a "Buyer Indemnified Party" and collectively, the "Buyer Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) 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) (a "Loss" or "Losses") sustained, suffered or incurred by or made against any Buyer Indemnified Party, as such Losses are incurred, arising out of, based upon or in connection with:
