Indemnification by the Principals. Subject to the provisions of this Article 11, each of the Principals shall defend, indemnify, save and hold harmless Merger Subsidiary, WTI and WTC, their respective Affiliates and the shareholders, directors, officers, employees and agents of each of the foregoing, from and against any and all actions, suits, claims, proceedings, demands, assessments, judgments, costs, losses, liabilities, damages, deficiencies and expenses (including, without limitation, interest, penalties, reasonable attorneys' and accountants' fees and all reasonable amounts paid in the investigation, defense or settlement of any of the foregoing) (collectively, "Losses") incurred in connection with, arising out of, or resulting from (a) any misrepresentation or breach of any representation or warranty by any of Xxxxxxxxx or the Principals herein, (b) any breach of any covenant or agreement to be performed pursuant to this agreement by any of Xxxxxxxxx, the LLC or the Principals herein, (c) the Existing Debt and (d) any failure of GP to be registered as an investment adviser under the Georgia Securities Act of 1973, as amended; provided that each Principal shall be obligated to pay only such Principal's pro rata share of any such Losses other than Losses relating to Sections 4.15(c), 4.15(d) or 4.23. The pro rata share shall be such Principal's percentage of the outstanding stock of Xxxxxxxxx immediately prior to the Merger, determined by dividing such Principal's number of shares of Xxxxxxxxx stock immediately prior to the Merger by the number of all such Xxxxxxxxx stock then outstanding. With respect to Sections 4.15(c), 4.15(d) and 4.23, each Principal shall be obligated to pay only such Losses relating to the breach of such representations by such Principal.
Indemnification by the Principals. Each Principal shall (subject to Section 5.1(a)(ii)(E)(2)) defend, indemnify and hold harmless each Merial Venture Company and (only to the extent a Principal or any of its Subsidiaries suffer Damages separate and distinct from Damages suffered by the Merial Venture) the other Principal and its Subsidiaries from and against any and all Damages arising out of, based upon or resulting from (x) an action or claim brought by a Third Party, or (y) an Environmental Liability, in either case to the extent arising out of, based upon or resulting from any act, omission, fact, circumstance, event or condition which occurred or existed prior to the Closing Date in connection with (i) the conduct of such Principal’s Merial Venture Business operations (or those of any of its Subsidiaries), or (ii) (A) in the case of RP, the Intellectual Property, assets and properties of RM and its Subsidiaries, and (B) in the case of Merck, the Merck Contributed Assets or the Intellectual Property, assets and properties of the Merck Transferred Subsidiaries. Notwithstanding the foregoing in this Section 14.2(a), no Principal shall be liable for any Damages pursuant to this Section 14.2(a):
Indemnification by the Principals. Each Principal on behalf of --------------------------------- himself and his successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Article 6, the "Principal") agrees to defend, indemnify and hold the Company and all subsidiaries and affiliates of any Company (including without limitation stockholders of the Company (other than the Principals) and persons serving as officers, directors, partners, employees or agents of the Company or such subsidiaries or affiliates thereof (in each case, other than the Principals) (individually a "Company Indemnified Party" and collectively the "Company Indemnified Parties") harmless from and against any and all damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including without limitation, reasonable fees of counsel) of any kind or nature whatsoever ("Claims") (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 such Company Indemnified Party (a
Indemnification by the Principals. The Principals will defend, --------------------------------- indemnify and hold harmless IKOS from and against any and all demands, claims, debts, damages, losses and liabilities (individually a "Claim" or collectively "Claims") which are asserted against, incurred by or imposed upon IKOS and which constitute, directly result from, or relate to (i) any failure of the Principals to perform or comply with the covenant in Section 2.3 of Article II set forth herein or (ii) the inaccuracy of any representation or the breach of any warranty made in Article III of this Agreement. The indemnification obligations set forth herein shall terminate as to any Claim (or any potential Claim by an appropriate party) not asserted by IKOS in writing prior to midnight, PST, on the eighteen (18) month anniversary of the Effective Date. The term "Claim" shall include, but not be limited to, any claim or action by any claimant, creditor, interest holder or other party in interest.
Indemnification by the Principals. From and after the Closing, each Principal shall indemnify Seller, the Company, Buyer, each of their affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against and hold them harmless from any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such indemnified party to the extent arising from (i) any breach of any representation or warranty by such Principal contained in this Agreement, (ii) any breach of any covenant of such Principal contained in this Agreement or (iii) all obligations and liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, of Buyer that arises out of the operations or existence of Buyer prior to the Closing Date (other than those listed in Section 6(e)(2)).
Indemnification by the Principals. Subject to the Closing having occurred and the limitations of Section 9.5, each Principal hereby agrees, jointly and severally, to protect, defend, indemnify and hold harmless RSFC and Republic, and their successors and assigns, officers, directors, shareholders and employees, representatives and agents (each, a "Purchaser Indemnitee") from and against any and all demand, obligation, claim, loss, expense, tax, legal action, judgment or damage and any interest or penalties thereon ("Loss") suffered by a Purchaser Indemnitee in connection with or arising out of or resulting from or incident to the following (which Loss shall include, without limitation, costs and expenses of defending against the threat of such Loss):
Indemnification by the Principals. Subject to the provisions of this Article 7, each Principal shall defend, indemnify, save and hold Bxxxxxxxx, WTI and WTC and their respective Affiliates, and the shareholders, directors, officers, employees and agents of each of the foregoing, harmless from and against any and all actions, suits, claims, proceedings, demands, assessments, judgments, costs, losses, liabilities, damages, deficiencies and expenses (including, without limitation, interest, penalties, reasonable attorneys' and accountants' fees and all reasonable amounts paid in the investigation, defense or settlement of any of the foregoing) (collectively, "Losses") incurred in connection with, arising out of, or resulting from (a) any misrepresentation or breach of any representation or warranty by any Principal herein or (b) any breach of any covenant or agreement to be performed pursuant to this Agreement by any of the Principals herein; provided that each Principal shall be obligated to pay only that Principal's pro rata share of any such Losses. The pro rata share shall be such Principal's ownership of the Principals' minority interest in the LLC immediately prior to the execution hereof.
Indemnification by the Principals. Each of the Principals, severally --------------------------------- and not jointly, agrees to indemnify, defend and hold each of the Acquisition Indemnified Parties harmless from and against any and all Losses and Expenses actually incurred by any of the Acquisition Indemnified Parties in connection with or arising from:
Indemnification by the Principals. Subject to the terms of this Article IX, from and after the Closing Date, each Principal, severally (in accordance with his Pro Rata Percentage), and not jointly shall indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Losses sustained or incurred by the Purchaser Indemnified Parties arising out of, in connection with, or by reason of any of the following:
Indemnification by the Principals. Subject to the provisions of this Article 11, Grant Tani and each Principal shall jointxx xxx xxxerally defend, indemnify, save and hold harmless Holdings, its Affiliates and the shareholders, directors, officers, employees and agents of each of the foregoing, from and against any and all actions, suits, claims, proceedings, demands, assessments, judgments, costs, losses, liabilities, damages, deficiencies and expenses (including, without limitation, interest, penalties, reasonable attorneys' and accountants' fees and all reasonable amounts paid in the investigation, defense or settlement of any of the foregoing) (collectively, "Losses") incurred in connection with, arising out of, or resulting from (a) any misrepresentation or breach of any representation or warranty by any of Grant Tani, the LLC or the Principals herxxx xx xx any other Transaction Document, without regard to the information set forth in the Schedules to this Agreement, (b) any breach of any covenant or agreement to be performed pursuant to this Agreement or any other Transaction Document by any of Grant Tani, the LLC or the Principals or (x) xxx xxnduct of Grant Tani's business prior to Closing.
