Indemnification by the Selling Shareholders. The Selling Shareholders will indemnify, defend and hold harmless the Underwriters Indemnified Parties against any losses, claims, damages or liabilities, joint or several, to which the Underwriters may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Selling Shareholders contained herein; or (iv) in whole or in part, any material failure of the Selling Shareholders to perform their obligations hereunder or under law, and will reimburse the Underwriter Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Selling Shareholders shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or, in reliance upon and in conformity with the Underwrit...
Indemnification by the Selling Shareholders. The Selling Shareholders hereby jointly and severally agree to indemnify and hold Buyer and Candie's harmless from and against any and all losses, obligations, deficiencies, liabilities, claims, damages, costs and expenses (including, without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of any matter indemnified pursuant hereto) which Buyer or Candie's may sustain, suffer or incur (including reasonable legal fees) and which arise out of, are caused by, relate to, or result or occur from or in connection with (i) the breach by the Company or any of the Selling Shareholders of any representation, warranty or covenant made by him or it in this Agreement or in any agreement or instrument executed and delivered pursuant hereto and (ii) the operation of the business of the Company prior to the Closing Date. The aggregate amount of the Selling Shareholders' liability under this Paragraph 8 shall not exceed the Purchase Price. The Selling Shareholders shall not have any immediate indemnification obligation under this Paragraph 8 for any losses suffered by the Buyer and/or Candie's which aggregate less than Twenty-Five Thousand ($25,000) Dollars. Candie's, the Buyer and the Selling Shareholders shall in good faith negotiate a resolution as to which party shall be responsible for satisfaction of those losses aggregating less than Twenty-Five Thousand Dollars ($25,000). All losses and liabilities which are, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000) shall be the immediate obligation of the Selling Shareholders. This indemnification obligation shall also apply to claims directly by Buyer or Candie's against any Selling Shareholder as well as to third party claims. Subject to compliance with provisions of the Escrow Agreement, all indemnification obligations due to the Buyer and/or Candie's under this Agreement, shall first be satisfied from the Pledged Candie's Shares, and to the extent unsatisfied from the Pledged Candie's Shares, shall be promptly paid to Buyer and/or Candie's.
Indemnification by the Selling Shareholders. The Selling Shareholders shall, subject to the terms hereof, severally but not jointly, indemnify, defend and hold harmless the Pantheon Indemnified Parties from and against any Damages arising from: (i) any breach of any representation or warranty made by the Selling Shareholders in Article VII hereof or in any certificate delivered by the Selling Shareholders pursuant to this Agreement; and (ii) any breach by any Selling Shareholder of its covenants or obligations in this Agreement to be performed or complied with by such Selling Shareholder at or prior to the Closing.
Indemnification by the Selling Shareholders. Subject to the provisions of this Article IX, the Selling Shareholders, jointly and severally, agree to indemnify, defend and hold the Purchaser and the Company harmless from and against all Damages resulting from or arising out of;
Indemnification by the Selling Shareholders. (a) Each of the Selling Shareholders hereby, jointly and severally, agrees to indemnify, defend, and hold the Parent and the Company (and their respective officers, directors, employees, affiliates, successors and assigns) harmless from and against:
Indemnification by the Selling Shareholders. Other Than the Carlyle Funds.
Indemnification by the Selling Shareholders. Subsequent to the Closing and subject to the limitations contained in Section 11.3, Selling Shareholders shall, jointly and severally, indemnify and hold Purchaser harmless against any loss, expense or liability associated with or arising out of the following matters:
Indemnification by the Selling Shareholders. Each Selling ------------------------------------------- Shareholder agrees to indemnify, defend and hold harmless the Company against and in respect of any and all claims, demands, losses, costs, expenses, liabilities and damages, including interest, penalties, and reasonable attorneys' fees, that the Company shall incur or suffer which arise during the 12 month period following the Closing and which arise, result from or relate to any material inaccuracy in or material breach of nonfulfillment of any of the representations, warranties, covenants or agreements made by such Selling Shareholder in this Agreement, the schedules or exhibits hereto or in any other Document furnished by such Selling Shareholder under this Agreement.
Indemnification by the Selling Shareholders. Subject to Section 8.2, the Selling Shareholders hereby as to Xxx, Xxxx and Xxxxx, jointly and severally, and as to Xxxxxx and Xxxxxx, severally in proportion to their ownership of the Company Stock, agree to indemnify and hold Buyer and its respective officers, directors, or stockholders harmless from and against any and all losses, obligations, deficiencies, liabilities, claims, damages, costs and expenses (including, without limitation, the amount of any settlement entered into pursuant hereto, and all reasonable legal and other expenses incurred in connection with the investigation, prosecution or defense of any matter indemnified pursuant hereto) ("Damages") which Buyer may sustain, suffer or incur and which arise out of, are caused by, relate to, or result or occur from or in connection with the breach by any of the Selling Shareholders of any representation, warranty or covenant made by him in this Agreement or in any agreement or instrument executed and delivered pursuant hereto, including without limitation any tax or other liability resulting from any of the Spin Off Transactions, with respect to any property transferred in the Spin Off Transactions or from the Founder's Pension or any obligation of the Company thereunder, and notwithstanding the disclosure set forth in the Disclosure Schedule or Annex 5.11A, any Damages arising from any environmental matters other than the state of facts under the second paragraph (above ground tank) of the Executive Summary identified in the Phase I report included in Annex 5.11A. This indemnification obligation shall also apply to claims directly by Buyer against any Selling Shareholder as well as to third party claims.
Indemnification by the Selling Shareholders. (a) Subject to the limits set forth in this Article X, from and after the First Closing Date, to the extent permitted by law, each Selling Shareholder (an “Indemnifying Selling Shareholder”) agrees, severally and not jointly, to indemnify, defend and hold the Buyer Indemnified Persons harmless from and in respect of any and all Losses that they actually incur arising out of or due to (i) any breach of any representation or warranty of such Indemnifying Selling Shareholder contained in Article IV of this Agreement, and (ii) any breach of any covenant by such Indemnifying Selling Shareholder contained in this Agreement. (b) The representations and warranties contained in Article IV of this Agreement shall survive the First Closing for a period of one (1) year after the First Closing Date; provided that the representations and warranties set forth in Section 4.2 shall survive for a period of eighteen months following the First Closing Date; provided, further, that any claim made with reasonable specificity by the party seeking to be indemnified shall survive until such time as such claim is finally and fully resolved so long as such claim is brought prior to the expiration of the applicable survival period set forth in this Section 10.2(b). Each agreement of the Indemnifying Selling Shareholders in this Agreement shall survive the First Closing until one (1) year from the time performance of such agreement is contemplated; provided that any claim made with reasonable specificity by the party seeking to be indemnified shall survive until such time as such claim is finally and fully resolved so long as such claim is brought prior to the expiration of the applicable survival period set forth in this Section 10.2(b). (c) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Selling Shareholder shall not be liable for any claim for indemnification pursuant to Section 10.2(a)(i), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Selling Shareholders equals or exceeds US$1,000,000, after which the Indemnifying Selling Shareholders shall be liable only for those Losses in excess of US$1,000,000, and (ii) the maximum amount of indemnifiable Losses which may be recovered from any Indemnifying Selling Shareholder shall be an amount equal to 100% of the Aggregate Consideration actually received by such Indemnifying Selling Shareholder. Section 10.3
