Indemnification of the Shareholder. Subject to the limitations in other Sections of this Article VIII, the Buyer will indemnify and hold the Shareholder harmless from any and all Losses (as defined above), that any Shareholder suffers or incurs as a result of or relating to:
Indemnification of the Shareholder. Fidelity agrees to indemnify, defend and hold harmless Shareholder from and against any and all losses, damages, claims, suits, proceedings, liabilities and expenses (including without limitation, reasonable attorney's fees) ("Losses" or "Claims" as the context requires) which may be imposed on, sustained, incurred, suffered by or asserted against Shareholder, directly or indirectly, as a result of, relating to or arising out of (a) the breach of any representation or warranty or covenant or agreement of Fidelity contained in this Agreement or (b) any Claims arising from the actions of Fidelity and its Affiliates, including the Company, after the Closing Date relating to the conduct of the Business, and which is not subject to the indemnification of Fidelity under section 6.2.
Indemnification of the Shareholder. FNFI agrees to indemnify, defend and hold harmless Shareholder from and against any and all losses, damages, 21 49 claims, suits, proceedings, liabilities and expenses (including without limitation, reasonable attorney's fees) ("Losses" or "Claims" as the context requires) which may be imposed on, sustained, incurred, suffered by or asserted against Share holder, directly or indirectly, as a result of, relating to or arising out of the breach of any representation or warranty or covenant or agreement of FNFI contained in this Agreement.
Indemnification of the Shareholder. Subject to the limitations contained in this Article VIII, the Acquiror agrees to indemnify, defend and hold harmless the Shareholder from and against any and all Losses which, directly or indirectly, arise out of, result from or relate to (a) any inaccuracy in or any breach of any representation and warranty, or any breach of any covenant or agreement, of the Acquiror or the Subsidiary contained in this Agreement or in any documents or other papers delivered pursuant to this Agreement, (b) operations of the Surviving Corporation subsequent to the Effective Date, and (c) violations of the Environment, Health and Safety laws subsequent to the Effective Date. Notwithstanding any other provision of this Agreement, the Acquiror (i) shall have no obligation hereunder to provide indemnification for the first ten thousand dollars ($10,000) of Losses (the "Acquiror's Basket Amount"), and (ii) shall have no liability for any Immaterial Claims.
Indemnification of the Shareholder. 3. The Company hereby agrees to indemnify and hold harmless the Shareholder from and against all actions, causes of action, suits, debts, claims, liabilities, demands, proceedings, losses, costs, damages, legal fees and expenses of whatever kind or nature arising out of, or in any way attributable to, the Shareholder’s prior positions as a director and/or officer of the Company.
Indemnification of the Shareholder. TeraGlobal shall indemnify, defend and hold harmless the Shareholder against and from any and all damages, losses, claims, liabilities, charges, suits, penalties, costs and expenses, including court costs, attorneys' fees and expenses and other costs of collection (collectively "Loss" or "Losses"), which the Shareholder may sustain, or to which the Shareholder may be subjected, arising out of or attributable to any misrepresentation or breach of warranty by TeraGlobal in, or any breach or default by TeraGlobal of or under any of the covenants, agreements or other provisions of, the Agreement, including any documents, instruments, exhibits or certificates delivered by or on behalf of TeraGlobal pursuant to the Agreement.
Indemnification of the Shareholder. (a) Subject to Section 10.4, Fenix agrees to indemnify the Shareholder against and hold him harmless from:
Indemnification of the Shareholder. Subject to the consummation ---------------------------------- of the Closing, Westower will indemnify, defend and hold the Shareholder, his heirs, personal representatives, successors and assigns (the "Shareholder Indemnified Parties"), harmless from and against any and all Damages, arising out of or resulting from any of the following:
Indemnification of the Shareholder. Buyer agrees to indemnify and hold harmless the Shareholder and its partners, employees, Affiliates, agents, representatives and assigns (the "SHAREHOLDER INDEMNIFIED PARTIES") from and against any and all Losses of the Shareholder, directly or indirectly, as a result of, or based upon or arising from:
Indemnification of the Shareholder. Effective upon the First Closing, NFO-UK hereby agrees to indemnify and hold the Shareholder harmless from any Losses incurred by the Shareholder occurring as a result of or arising from any breach of a representation or warranty or failure to do and perform any covenant or agreement of NFO-UK contained herein.
