INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. Subject to the other provisions of this Article IX, the Principal Stockholders, jointly and severally, hereby agree to defend, indemnify and hold the Buyer harmless from and against, and to reimburse the Buyer with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys’ fees and reasonable expenses of investigation) (“Indemnifiable Losses”), of every nature whatsoever incurred by the Buyer (which will be deemed to include, but without any duplicative indemnity, any of the foregoing incurred by Stealth) caused by or arising out of or in connection with (i) the breach by any of the Sellers of any representation or warranty of the Sellers contained in this Agreement or in any agreement, certificate or other document delivered to the Buyer pursuant to this Agreement other than under Article III hereof (it being understood that the remedy for breach of any representation or warranty under Section 2.8 hereof shall apply to Indemnifiable Losses only with respect to any federal or state Tax liability of Stealth attributable to periods (or any portion thereof) ending on or prior to the Closing and only to the extent such liabilities were not accrued and reserved for on the Closing Balance Sheet and taken into account in determining the Closing Net Worth); (ii) the breach by any of the Sellers of any agreement or covenant required by this Agreement or any other agreement executed in connection herewith to be performed by them other than the breach by any of the Sellers to perform any agreement or covenant under Article I hereof; (iii) any federal or state Tax liability of Stealth attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued and reserved for on the Closing Balance Sheet and taken into account in determining the Closing Net Worth; (iv) any products liability claims with respect to any product or component thereof manufactured by or shipped by Stealth, in whole or in part, prior to the Closing Date relating to actual injury, death or physical damage to any person or property; and (v) any returns of defective products or components under warranty manufactured by or shipped by Stealth in excess of seven percent (7%) of total product sales in any one year period prior to the Closing Date. The foregoing obligations to indemnify the Buyer will be determined without regard to any right to indem...
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:
(a) fraud or fraudulent misrepresentation by any Principal Stockholder;
(b) any breach of Section 4.2 hereof; and
(c) the transactions described in Section 7.1(g) hereof.
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. (a) The Principal Stockholders covenant and agree, severally and not jointly, to defend, indemnify, and hold harmless for, from, and against, and will pay to Xxxxx & Wesson, the amount of any and all damages, losses, liabilities (absolute and contingent), fines, penalties, costs, and expenses, including, without limitation, reasonable counsel and accountants fees, costs, and expenses, (collectively "Losses") (including those incurred in the investigation, defense, or settlement with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action, or cause of action), whether or not involving a third-party claim, that Xxxxx & Wesson may suffer or incur by reason of (a) the inaccuracy of any of the representations or warranties of Bear Lake contained in this Agreement, or any of the agreements, certificates, documents, exhibits, or schedules delivered in connection with this Agreement; or (b) the failure of Bear Lake to comply with, or the breach, or the default by Bear Lake of, any of the covenants or agreements made by Bear Lake contained in this Agreement, or any of the agreements, certificates, documents, exhibits, or schedules delivered in connection with this Agreement.
(b) In addition, the Principal Stockholders covenant and agree, severally and not jointly, to defend, indemnify, and hold harmless for, from, and against, and will pay to Xxxxx & Wesson the amount of any and all Losses resulting from any third party claims, demands, suits, orders (including orders on consent), or judgments (including judgments on consent) (i) alleging a violation of Environmental Laws by Bear Lake or any of its subsidiaries prior to the Effective Time, including Losses incurred due to third party claims, demands, suits, orders (including orders on consent), or judgments (including judgments on consent) that are for or in the nature of statutory response, removal, remediation, or cleanup of real property, soil, surface water, or groundwater; penalties or fines; natural resource damages; equitable remedies; contribution; common law nuisance; or personal injury or property damage torts or (ii) that arise from, relate to, or are allegedly a result of: (A) any Environmental Conditions existing as of or prior to the Effective Time; (B) the Release into the Environment of Hazardous Materials generated, transported or disposed by Bear Lake and/or its subsidiaries (including but not limited to Hazardous Materials disposed off-Site) prior to the Effecti...
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. 39 9.2 Limitation on INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS... 40 9.3
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. Subject to Section 9.04, Parent and its Affiliates (including, after the Closing Date, the Surviving Corporation), officers, directors, employees, agents, successors and assigns (each a "Parent Indemnified Party") shall be indemnified and held harmless by the Principal Stockholders from and against any and all Liabilities, losses, diminution in value, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from:
(i) the breach of any representation or warranty made by the Company or the Principal Stockholders contained in this Agreement;
(ii) the breach of any covenant or agreement by the Principal Stockholders contained in the Acquisition Documents;
(iii) the events set forth in Section 7.01(a);
(iv) Liabilities related to assets or properties of the Company or the Subsidiaries which were transferred by the Company or the Subsidiaries in connection with the Pre-Effective Carve-Out Transactions; or
(v) Any liabilities or obligations relating to or arising out of the items set forth in Section 9.02 of the Disclosure Schedule. To the extent that the Principal Stockholders' undertakings set forth in this Section 9.02 may be unenforceable, the Principal Stockholders shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Parent Indemnified Parties.
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, or 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 or any Affiliate thereof resulting from, relating to or constituting:
(a) any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Company or any Stockholder contained in this Agreement or the Minority Stockholder Agreements;
(b) the termination of employment prior to the Closing of employees of the Company that arose under any federal or state law or under any employee benefit plan established or maintained by the Company, or any workplace conditions of the Company existing prior to the Closing; and
(c) any claim by a stockholder or former stockholder of the Company, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company or options therefor; (ii) any rights of a stockholder, including any option or preemptive rights or rights to notice or to vote; (iii) any rights under the Articles of Incorporation, bylaws or other organizational document of the Company; or (iv) any claim that his, her or its shares were wrongfully repurchased by the Company.
INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. From and after the Closing, each of the Principal Stockholders shall indemnify and hold the Howtek Parties harmless against and with respect to, and shall promptly reimburse the Howtek Parties for any and all Losses arising out of or resulting from any breach of any representation or warranty, or any failure to perform any covenant or agreement, of such Principal Stockholder contained in this Agreement or in any exhibit hereto, including but not limited to any certificate, document, or instrument delivered to the Howtek Parties by such Principal Stockholder under or in connection with this Agreement.
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:
(i) resulting from or arising out of any breach of any of the representations or warranties made by Company in or pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the Closing;
(ii) resulting from or arising out of any breach of any covenant or agreement made by Company in or pursuant to this Agreement; or
(iii) resulting from or arising out of any Third Party Action that is instituted or threatened against any of Buyer's Indemnified Persons with respect to the matters identified in clauses (i) or (ii).
(b) The right to indemnification under paragraph (a) above is subject to the following limitations:
(i) The Principal Stockholders shall have no liability under paragraph (a) unless one or more of Buyer's Indemnified Persons gives written notice to the Principal Stockholders asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period beginning on the Closing Date and ending on the earlier of (a) June 30, 2001 and (b) the date which is thirty (30) days after completion of the financial audit of Buyer for 2000 by Buyer's independent certified public accountants (the "Escrow Period"). Notwithstanding the foregoing, with respect to any claim based upon a covenant or undertaking which by its terms is to be performed after the Closing, the period above shall commence on the date when such covenant or agreement should have been performed.
