Indemnification for Breaches. (i) Indemnification by the Company, the Subsidiaries, and the New L.L.C. Each of the Company, the Subsidiaries, and the New L.L.C., jointly and severally, will indemnify the Purchaser and its affiliates and each of their respective shareholders, partners, members, directors, officers, employees, agents and Affiliates (collectively, the "Purchaser Indemnified Persons") against and hold each Purchaser Indemnified Person harmless from any and all liabilities, losses, damages, costs, expenses (including without limitation, reasonable attorneys' fees and expenses) (collectively "Losses") that the Purchaser Indemnified Persons may incur or become subject to arising out of or due to:
Indemnification for Breaches. Each of the Founders, severally, ---------------------------- on behalf of himself and his successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 6, "Founders"), agrees to defend, indemnify, save and hold each of the Investors and, from and after the Closing, the Company and persons serving as officers, directors, partners, employees or agents of each Investor and the Company (individually an "Indemnified Party" and collectively the "Indemnified Parties") harmless from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims, taxes and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing which may be sustained or suffered by any such Indemnified Party (a "Loss" or "Losses"), based upon, arising out of, resulting from, by reason of or otherwise in respect of or in connection with:
Indemnification for Breaches. Each of the parties hereto (hereafter, the "Indemnifying Party") will severally (in the same percentage as the Purchase Price allocation set forth on Schedule 2.2 hereto) indemnify and hold harmless the other party and its respective representatives,
Indemnification for Breaches. Each of the parties hereto (hereafter, ---------------------------- the "Indemnifying Party") will severally indemnify and hold harmless the other party and its respective representatives, successors and assigns, and any officer, director, agent or employee of any such person or entity (hereafter, collectively the "Indemnified Parties"), from and against any damages, loss, cost, expense, obligation, claim or liability, including reasonable attorneys' fees and reasonable third-party expenses of investigating, defending or prosecuting litigation (collectively, the "Damages") suffered by the Indemnified Parties, arising from or by reason of the breach by or any inaccuracy of any warranty, representation or covenant made by the Indemnifying Party. Indemnification pursuant to this Section 9.1 shall be the sole and exclusive remedy for any breach of this Agreement by any parties hereto.
Indemnification for Breaches. (a) The Company and the Founder shall jointly and severally indemnify and hold harmless Investor (including its officers, directors, agents, attorneys and employees), against all Damages incurred by the indemnified party or parties as a result of or in connection with any claim arising out of (i) any inaccuracy in or the breach by the Founder or the Company of any representation, warranty or covenant contained in this Agreement or in any other agreement entered into pursuant to the terms and conditions of this Agreement (including, without limitation, the Transaction Documents); (ii) the operation of the Business prior to the date hereof; (iii) employee related claims relating to events that occurred prior to the date hereof; and (iv) any liability of the Company for taxes.
Indemnification for Breaches. OF REPRESENTATION AND WARRANTIES; INDEMNIFICATION PROCEDURES......................................................................................18
Indemnification for Breaches
