Indemnification by the Securityholders. If the Closing of the Merger shall occur, then, subject to the provisions of this Section 10.6, the Securityholders shall indemnify and hold harmless TSA, the Surviving Corporation, and their respective affiliates from and against all damages ("Losses") arising from any misrepresentation or breach of warranty, covenant or agreement made by the Company in this Agreement or in any document, instrument or certificate delivered pursuant hereto; provided, however, that the Securityholders shall be liable for Losses only to the extent the aggregate amount of such Losses exceeds $250,000, but if the aggregate amount of Losses exceeds $250,000, the Securityholders also shall be liable for the first $250,000 thereof; provided further that in no event shall the Securityholders' indemnity obligations under this Section 10.6 for Losses exceed the amount of the Escrowed Shares. The Buying Parties, the Company and their respective Affiliates in their capacities as indemnitees under this Section 10.6 shall not have general recourse against the assets of the Securityholders in respect of their indemnification obligations under this Section 10.6, but rather the sole recourse for collection in respect of such indemnification obligations in respect of Losses shall be limited to application of the Escrowed Shares as provided in this Article X and as so limited the indemnification obligations of the Securityholders shall be joint but not several. Notwithstanding anything herein to the contrary, except with respect to claims based on fraud or which arise out of or are attributable to acts or omissions taken or made prior to Closing in connection with the business of the Company that constitute willful misconduct, gross negligence or a violation of applicable law or regulations for which criminal liability may be assessed, the rights of the indemnitees under this Article X shall be the exclusive remedy of such persons with respect to claims resulting from or relating to any misrepresentation, breach of any representation or warranty or failure to perform any covenant or agreement of the Company contained in this Agreement and except with respect to such claims all limitations as to the time and amount of liability shall apply. Notwithstanding the foregoing, the Securityholders' obligations under Section 11.3 shall be joint and several and in addition to the obligations under this Section 10.6.
Indemnification by the Securityholders. (a) Subject to the other terms and conditions of this Agreement, each Indemnifying Securityholder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify, defend and hold harmless Parent, MergerCo and, effective at the Closing, without duplication, the Surviving Company and their respective officers, directors and members of their boards (each a “Parent/MergerCo Indemnified Party”) to the extent of any Losses asserted against, imposed upon or incurred or sustained by any of the Parent/MergerCo 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 the Securityholders. (a) Subject to the terms of this Article 8, from and after the Closing, the Securityholders shall (x) jointly and severally to the extent of the Indemnity Escrow Amount, and thereafter, (y) on a joint and several basis as among the Key Members (up to the sum of the Key Members’ aggregate Securityholder Pro Rata Shares), and (z) on a several (and not joint) basis as to the Securityholders other than the Key Members in accordance with their respective Securityholder Pro Rata Shares, indemnify Buyer and its Affiliates and their respective officers, directors, shareholders, members, employees, successors and permitted assigns (collectively, the “Buyer Indemnified Persons”) and hold them harmless from and against any and all Losses incurred or suffered by a Buyer Indemnified Person resulting from or arising out of:
Indemnification by the Securityholders. In the event that the Closing occurs, and subject to the limitations expressly set forth in Section 9.6 hereof, the Securityholders will have an obligation, on an individual basis solely in proportion to the aggregate Merger Consideration payable to them pursuant to this Agreement, to indemnify, defend and hold harmless the Purchaser, each of the Purchaser’s Affiliates, the Surviving Corporation and each of their respective directors, officers, employees, agents, consultants, advisors, representatives and equity holders (collectively, the “Purchaser Indemnified Parties”) from and against, and will pay to the Purchaser Indemnified Parties the monetary value of, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from any of the following:
Indemnification by the Securityholders. (a) Subject to the limitations set forth in this Section 9, each Securityholder shall severally and not jointly indemnify and hold harmless Acquiror and the Surviving Corporation and their respective officers, directors, agents, attorneys, representatives and employees, and each Person, if any, who controls or may control Acquiror or the Surviving Corporation within the meaning of the Securities Act (individually an “Acquiror Indemnified Person” and collectively the “Acquiror Indemnified Persons”) from and against Damages, resulting from or arising out of:
Indemnification by the Securityholders. Subject to the provisions of this Article IX and the terms of the Escrow Agreement, from and after the Closing Date, each of the Securityholders other than the DC Shareholders shall, severally (on a pro rata basis based on such Securityholder’s Escrow Percentage) and not jointly, and the DC Shareholders shall, jointly and severally, with each other DC Shareholder (for purposes of clarity, not jointly and severally, but rather severally and not jointly, with Securityholders other than the DC Shareholders and the DC Shareholders’ aggregate liability shall be based on the DC Shareholders’ aggregate Escrow Percentage), indemnify, defend and hold harmless Parent and its directors, officers, employees, Affiliates, agents and representatives and each of their successors in interest and permitted assigns (collectively, the “Parent Indemnified Parties”), from and against any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys’ fees and expenses, but excluding punitive, exemplary, special, or indirect consequential damages (other than with respect to Third Party Claims for punitive, exemplary, special or indirect consequential damages), or any damages measured by lost profits or a multiple of earnings) (“Loss”), including any Loss suffered by Parent indirectly due to a Loss at the Surviving Corporation, as a result of or arising out of (i) the failure of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company hereunder to be true and correct as of the date hereof or the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date), or (ii) any breach by the Company of any of its express covenants or agreements contained herein which are to be performed by the Company on or before the Closing Date.
Indemnification by the Securityholders and the Company. ------------------------------------------------------
Indemnification by the Securityholders. The Securityholders will, severally and not jointly, indemnify, defend and hold harmless the Corporation (which, for purposes of this Section 12 (a) shall include each other "Globe Released Party") from and against all losses, liabilities, costs, damages and expenses (including reasonable attorneys' fees) (collectively, "Losses") incurred by the Corporation in connection with: (i) a breach by any Securityholder of any of his or her respective representations and warranties contained in this Agreement or (ii) the failure of any Securityholder to comply with his or her covenants contained in this Agreement.
Indemnification by the Securityholders. Subject to the limitations set forth in this ARTICLE X:
Indemnification by the Securityholders. 10.2.1 Subject to the limitations set forth in this Section 10, the Securityholders shall severally, and not jointly, indemnify and hold harmless each Parent Group Member from and against any and all Losses and Expenses incurred by such Parent Group Member in connection with or arising from:
