Indemnification of the Shareholders. Holdings, Sub and the Acquired Entities jointly and severally, agree to hold harmless, defend and indemnify each Shareholder (each, a “Shareholder Indemnitee”) from and against any and all damage, loss, liability and expense, net of any realizable Tax benefit (including without limitation (A) reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses in connection with any action, suit or proceeding, (B) any fees and expenses in connection with the retention of counsel to pursue insurance coverage, (C) any amounts paid to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if any, or the claimant, and (D) all amounts not covered by insurance incurred or suffered by any the Shareholders) arising out of (i) any inaccuracy or breach of the representations, warranties, covenants or agreements of Holdings or Sub set forth in this Agreement or (ii) any failure by Holdings or Sub to perform or comply with any covenant contained in this Agreement that is required to be performed or complied with by Holdings or Sub as set forth in this Agreement (collectively, the “Shareholder Indemnifiable Damages”). Notwithstanding the foregoing, neither Holdings, Sub nor any of the Acquired Entities shall be obligated to indemnify any Shareholder Indemnitee for Shareholder Indemnifiable Damages (x) prior to the Shareholders, in the aggregate, satisfying the Indemnification Threshold or (y) in an amount that exceeds in the aggregate the Indemnification Cap; provided, however, that neither the Indemnification Threshold nor the Indemnification Cap shall apply to any Shareholder Indemnifiable Damages resulting from or attributable to any breach of the covenants made by Holdings and its Affiliates under Section 8.8(c) of this Agreement, if such breach arises as a result of the intentional misconduct or gross negligence of Holdings and/or its Affiliates. No Shareholder Indemnitee may obtain indemnification for any Shareholder Indemnifiable Damages to which this Section 10.3 relates unless such Shareholder Indemnitee makes a claim for indemnification within the Indemnification Period defined in Section 11.1.
Indemnification of the Shareholders. (a) Subject to Section 10.4, Fenix agrees to indemnify the Shareholders against and hold each of them harmless from:
(1) any Indemnifiable Loss that the Shareholders suffer or incur that is caused by, arises out of or relates to any inaccuracy in or breach of any representation and warranty by Fenix in Article 5 or in the certificate delivered at Closing pursuant to Section 2.6(i); or
(2) any Indemnifiable Loss that the Shareholders suffer or incur that is caused by, arises out of or relates to Fenix’s breach of or failure to perform any of its obligations under Article 7 in any material respect.
(b) The benefit of Fenix’s indemnification obligation under this Section 10.2 shall extend to the heirs and legal representatives of the Shareholders.
Indemnification of the Shareholders. The DoveBid Companies hereby ----------------------------------- jointly and severally agree to indemnify the Shareholders and to hold each of them harmless from and against any and all Damages:
(a) arising out of any misrepresentation, or breach of, or default in connection with, any of the representations, warranties, covenants and agreements given or made by any DoveBid Company in this Agreement or any certificate, document or instrument delivered by or on behalf of the DoveBid Companies pursuant to this Agreement; or
(b) in connection with a liability of the Companies arising out of any acts, events, omissions or transactions occurring after the Closing Date.
Indemnification of the Shareholders. The Purchaser ----------------------------------- agrees, subject to the other terms and conditions of this Agreement and without gross-up for Taxes, to defend, indemnify and hold harmless the former directors, officers, employees and agents of the Company, the Company Subsidiaries, the Shareholders and their respective successors, assigns, heirs and legal and personal representatives (the Shareholders and such other Persons are collectively referred to as the "Company's Indemnified Persons") from and ----------------------------- against, and shall reimburse the Company's Indemnified Persons for, each and every Loss paid, imposed on or incurred by the Company's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any breach of any representation, warranty, covenant or agreement made by the Purchaser in this Agreement. A Company's Indemnified Person shall give the Purchaser prompt written notice of any matter which such Shareholders' Representative has determined has given or could give rise to a right of indemnification hereunder within sixty (60) days of such determination, supported by reasonable documentation setting forth the nature of the circumstances entitling the Company's Indemnified Person to indemnity hereunder (including, but not limited to, references to the provisions hereof upon which the Company's Indemnified Person is relying in making such claim).
Indemnification of the Shareholders. (a) Subject to Section 10.4, F5 Finishes agrees to indemnify the Shareholders against and hold each of them harmless from:
(1) any Indemnifiable Loss that the Shareholders suffer or incur that is caused by, arises out of or relates to any inaccuracy in or breach of any representation and warranty by F5 Finishes in Article 5 or in the certificate delivered at Closing pursuant to Section 2.5(j); or
(2) any Indemnifiable Loss that the Shareholders suffer or incur that is caused by, arises out of or relates to F5 Finishes’ breach of or failure to perform any of its obligations under this Agreement in any material respect.
(b) The benefit of F5 Finishes’ indemnification obligation under this Section 10.2 shall extend to the heirs and legal representatives of the Shareholders.
Indemnification of the Shareholders. Subject to the limitations set forth in Section 10.6, GRLC shall indemnify and hold the Shareholders and their respective Affiliates, employees, agents, successors and assigns (collectively, the "Shareholder Indemnitees") harmless from, against and in respect of any and all Damages and amounts paid in settlement pursuant to Section 10.4 (collectively, "Shareholder Indemnified Losses") suffered or incurred by any Shareholder Indemnitees by reason of or arising out of:
(a) any misrepresentation or breach of warranty of GRLC contained in this Agreement, or in any certificate, schedule, instrument or document delivered to Company or the Shareholders by or on behalf of GRLC pursuant to the provisions of this Agreement, including, without limitation, the GRLC Disclosure Schedules (collectively, the "GRLC Transaction Documents"); and
(b) any breach or non-fulfillment or non-performance, partial or total, of any covenant or any agreement of GRLC contained in this Agreement, or in any certificate, schedule, instrument or document delivered to Company or the Shareholders by GRLC pursuant to the provisions of this Agreement; and
(c) any and all Taxes of GRLC with respect to any period (or portion thereof) up to and including the Closing Date, except for Taxes of GRLC that are reflected on any of the financial statements described in Section 5.7 as current liabilities for Taxes, which liabilities continue to exist as of the Closing Date. The indemnity provided for in Section 10.2(c) shall be independent of any other indemnity provision hereof and, anything in this Agreement to the contrary notwithstanding, shall survive until the expiration of the applicable statute of limitation for the Taxes referred to herein, and any indemnification regarding Taxes that is set forth in this Section 10.2(c) shall not be subject to the provisions of Section 10.6(b) hereof.
Indemnification of the Shareholders. Purchaser shall indemnify and hold the Shareholders harmless from, against, for and in respect of:
(a) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances suffered, sustained, incurred or required to be paid by the Shareholders because of the breach of any written representation, warranty, agreement or covenant of Purchaser contained in or made in connection with this Agreement;
(b) any and all liabilities, obligations, claims and demands arising out of the ownership and operation of the Company on and after the Closing Date, except to the extent the same arises from a breach of any written representation, warranty, agreement or covenant of any Company or any Shareholder contained in or made in connection with this Agreement; and
(c) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by the Shareholders or the Shareholders in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 10.
Indemnification of the Shareholders. 45 8.4 Procedure for Indemnification with Respect to Third-Party Claims. 45 8.5 Procedure for Indemnification with Respect to Non-Third-Party Claims.......................................... 46 8.6 Threshold Determination of and Limitations on Indemnification.... 46 8.7
Indemnification of the Shareholders. Purchaser hereby agrees to ----------------------------------- indemnify and hold harmless the Shareholders against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, causes of action, assessments, costs, and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, any and all expenses incurred in investigating, preparing, and defending against any litigation, commenced or threatened, and any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Shareholders Damages"), asserted against, resulting from, imposed upon, or incurred or suffered by the Shareholders directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants, or agreements made by Purchaser in this Agreement or any facts or circumstances constituting such an inaccuracy, breach, or nonfulfillment (all of which shall be referred to as "Identifiable Claims").
Indemnification of the Shareholders. 30 7.4. PROCEDURE FOR INDEMNIFICATION OF TMC WITH RESPECT TO THIRD-PARTY CLAIMS......
