Indemnity Against Liabilities. Each Purchaser agrees to indemnify and hold harmless the Company, VNI and their respective officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Indemnities"), against any and all losses, liabilities, damages, and expenses whatsoever (which shall include counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (a) any breach of any representation, warranty, covenant, or agreement of such Purchaser contained in this Agreement, and (b), if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated hereby).
Indemnity Against Liabilities. Seller agrees to indemnify and hold harmless the Purchaser Indemnitees against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 4.05, Section 4.06, and Section 9.01, but not be limited to reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with
Indemnity Against Liabilities. Winsonic and Shareholder agree to jointly and severally indemnify and hold harmless Parent, Merger Sub and the Surviving Corporation, and their respective officers, directors, employees and shareholders (“Indemnitees”) against and in respect of any and all:
Indemnity Against Liabilities. (1) Each party to this Agreement agrees to indemnify and hold harmless the other parties to this Agreement and their respective officers, directors, controlling persons (if any), employees, attorneys, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement (the "Indemnitees") against and in respect of any and all claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of attorneys chosen by any Indemnitee), as and when incurred, arising out of or based upon any breach of any representation, warranty, covenant, or agreement of such party contained in this Agreement.
Indemnity Against Liabilities. Each party hereto agrees to indemnify and hold harmless the other and their respective officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act (the "Indemnitees"), against any and all losses, liabilities, damages, and expenses whatsoever (which shall include, for all purposes of this Section 4.04, but not be limited to, reasonable counsel fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with any breach of any representation, warranty, covenant, or agreement of the indemnifying party contained in this Agreement. The foregoing agreement to indemnify shall be in addition to any liability the parties hereto may otherwise have, including liabilities arising under this Agreement.
Indemnity Against Liabilities. (a) Seller agrees to indemnify and hold harmless the Purchaser Indemnitees against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 4.04 and Section 9.01, but not be limited to counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with (A) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or any other Transaction Agreement, (B) any obligation or liability of any nature, accrued or contingent, not assumed by the Purchaser in accordance with Section 4.01(a)(v); and
Indemnity Against Liabilities. 7.1.1 In respect of each Local Business, the Purchaser shall indemnify and hold harmless the Seller and, as an irrevocable third-party stipulation (onherroepelijk derdenbeding), the relevant Business Sellers against any Losses:
Indemnity Against Liabilities. Seller and Purchaser agree to indemnify and hold harmless each other and Seller agrees to indemnify and hold harmless the Purchaser Indemnitees and Purchaser agrees to hold harmless the Seller Indemnities against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 4.04, Section 4.05, and Section 9.01, but not be limited to, reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with
Indemnity Against Liabilities. 7 3.06 Right to Purchaser to Withhold Future Payments........................................................7 IV. Conditions to Obligations of Purchaser...................................................................8 4.01 Accuracy of Representations and Compliance with Conditions............................................8 4.02 Officers' Certificate Concerning Authority............................................................8 4.04
Indemnity Against Liabilities. (a) Selling Corporation and Founding Shareholder agree to indemnify and hold harmless Global Path and the Purchaser, their respective officers, directors, employees and Founding Shareholder ("Indemnities") against and in respect of any and all
