Indemnity by the Shareholders. The Shareholders, jointly and severally, subject to the limitations set forth in Section 7.2, covenant and agree that they will indemnify and hold harmless WCI, the Surviving Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), from and after the date of this Agreement against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any "ENVIRONMENTAL SITE LOSSES" (as such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the third anniversary of this Agreement (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "7.1 INDEMNITY EVENTS"):
Indemnity by the Shareholders. (a) The Shareholders hereby agree to indemnify and save Sonoma harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against Sonoma or which Sonoma may suffer or incur as a result of, in respect of or arising out of:
Indemnity by the Shareholders. The Shareholders and Alma xxxntly and severally, subject to the limitations set forth in Section 10.2, covenant and agree that they will indemnify and hold harmless WCI, the Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI Indemnitees"), from and after the date of this Agreement, against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any "Environmental Site Losses" (as such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 10.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the third anniversary of the date of filing of the Corporation's federal and California income tax returns for the fiscal year ending on the Closing Date or, in the case of fraud, expiration of the applicable statute of limitations, with respect to each of the following contingencies (all, the "10.1 Indemnity Events"):
Indemnity by the Shareholders. Subject to the limitations, minimum amounts and time limitations set forth in Section 10.5, each of the Shareholders jointly and severally agrees to indemnify and hold PHI and the Company (and their respective directors, officers, employees and affiliates) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel (collectively, the "LOSSES") arising, directly or indirectly, out of:
Indemnity by the Shareholders. (a) The Shareholders hereby expressly and unequivocally agree to indemnify, defend and hold harmless Bristol, Purchaser and Surviving Corporation, and Bristol's, Purchaser's and Surviving Corporation's officers, directors, employees, agents, affiliates, attorneys, representatives and related entities (for purposes of this Section 7.2, the "Indemnified Parties") from and against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, actions, suits, damages and deficiencies, including without limitation, interest and penalties, reasonable attorneys' fees and all amounts paid in settlement of any claim, action or suit (all such claims, demands, losses, costs, expenses, etc. being referred to herein collectively as "Claims") which are asserted against any Indemnified Party or which any Indemnified Party incurs or suffers, whether as a result of third party claims or otherwise, and which arise out of, result from or relate to (i) any failure by Company and/or the Shareholders to fully perform in a timely manner any agreement, covenant or obligation of Company and the Shareholders hereunder; (ii) the existence or non-existence of any act or circumstance which is different from or inconsistent with or a breach of any representation or warranty of Company and the Shareholders made herein; or (iii) the acts, omissions, statements, misstatements or other business, properties and affairs of Company and the Shareholders; and (4) the acts, omissions, statements, misstatements, or other business properties and affairs, including all Liabilities of, Pacific Retail; provided, however, that any insurance proceeds payable to Bristol or Surviving Corporation with respect to any indemnification claim hereunder shall reduce the Shareholders' indemnification obligations, dollar for dollar.
Indemnity by the Shareholders. Subject to the limitations set forth ----------------------------- in Section 10.5 below, each of the Shareholders shall jointly and severally indemnify the Company, the Subsidiary and Purchaser against, and hold the Company, the Subsidiary and Purchaser harmless from, and shall pay to the Company, the Subsidiary or Purchaser, as applicable, the full amount of. any loss, claim, damage, liability or expense (including reasonable attorneys' fees, but excluding all special, exemplary punitive and consequential damages) (each a "Loss") resulting to the Company, the Subsidiary or Purchaser, either directly or indirectly, from: (a) any material inaccuracy in any representation or warranty, or any breach of any covenant or agreement, by the Company, the Subsidiary, or the Shareholders contained in this Agreement or in any of the Other Documents; and (b) any liability for any fee or commission owed to a broker or other Person pursuant to an agreement signed by the Company, the Subsidiary or the Shareholders with respect to the transactions contemplated by this Agreement.
Indemnity by the Shareholders. Each Shareholder shall, severally and not jointly, indemnify the Purchaser and its Affiliates and their respective directors, officers, employees and agents (the “Purchaser Indemnified Parties”) and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
Indemnity by the Shareholders. 37 9.1 Indemnification by each Shareholder.........................................37 9.2
Indemnity by the Shareholders. (a) The Shareholders hereby agree to, jointly and severally, indemnify and hold harmless the Purchaser and the Company against and with respect to any and all Losses (after Taxes and net of any insurance proceeds or payments from responsible parties) sustained or incurred by the Purchaser, the Company or the Company Subsidiaries relating to, resulting from, arising out of or otherwise by virtue of:
Indemnity by the Shareholders. Each of the Shareholders ----------------------------- agree to jointly and severally indemnify and save harmless ECO from all Losses actually incurred by ECO as a result of:
