Common use of Indemnity Obligations of the Stockholders Clause in Contracts

Indemnity Obligations of the Stockholders. Subject to the limitation ----------------------------------------- for "several" liability in Article 5 and to Sections 11.5 and 11.6, each Stockholder hereby agrees to indemnify and hold Xxxxxx and the Surviving Corporation, and each of their respective officers, directors, employees, agents and advisors, harmless from, and to reimburse Xxxxxx and the Surviving Corporation and such other indemnified parties for, any Xxxxxx Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "Xxxxxx Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of the Stockholders or Xxxxxx which is contained in this Agreement or any Schedule, Exhibit or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Stockholders or Xxxxxx which are contained in or made pursuant to this Agreement; and (iii) all interest, penalties and costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.1.

Indemnity Obligations of the Stockholders. Subject to the limitation ----------------------------------------- for "several" liability in Article 5 Section 12.5 and to Sections 11.5 and 11.6Section 12.6, each Stockholder of the Stockholders hereby jointly and severally agrees to indemnify and hold Xxxxxx MLC and the Surviving Corporation, and each of their respective officers, directors, employees, agents and advisors, MAC harmless from, and to reimburse Xxxxxx MLC and the Surviving Corporation and such other indemnified parties MAC for, any Xxxxxx MLC Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "Xxxxxx MLC Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of the Stockholders or Xxxxxx ECC which is contained in this Agreement or any Schedule, Exhibit or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Stockholders or Xxxxxx ECC which are contained in or made pursuant to this Agreement; and (iii) all interest, penalties and costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.112.1.

Indemnity Obligations of the Stockholders. Subject to the limitation Sections ----------------------------------------- for "several" liability in Article 5 12.5 and to Sections 11.5 and 11.612.6 hereof, each Stockholder of the Stockholders, severally, in accordance with his percentage interest in the Share Consideration and limited in amount to the value of the APF Common Shares received by him, based upon the average per share closing price of the APF Common Shares for the first twenty trading days after the APF Common Shares are listed on NYSE (the "20 Day Average Price"), hereby agrees to indemnify and hold Xxxxxx APF and the Surviving Corporation, and each of their respective officers, directors, employees, agents and advisors, Corporation harmless from, and to reimburse Xxxxxx APF and the Surviving Corporation and such other indemnified parties for, any Xxxxxx APF Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "Xxxxxx APF Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost cost, or expense of any nature whatsoever resulting from (i) any material breach of any representation and warranty of the Stockholders or Xxxxxx the Advisor which is contained in this Agreement or any Schedule, Exhibit Exhibit, or certificate delivered pursuant theretohereto; (ii) any material breach or non-fulfillment of, or any material failure to perform, any of the covenants, agreements agreements, or undertakings of the Stockholders or Xxxxxx the Advisor which are contained in or made pursuant to this Agreement; and (iii) all interest, penalties and costs penalties, costs, and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.112.1.

Indemnity Obligations of the Stockholders. Subject to the limitation ----------------------------------------- for "several" liability limitations set forth in Article 5 and to Sections 11.5 and 11.6Section 9(f)(i) below, each Stockholder hereby of the Stockholders hereby, severally, but not jointly, agrees to indemnify and hold Xxxxxx and Snydxx xxx the Surviving Corporation, and each of their respective officers, directors, employees, agents and advisors, Corporation harmless from, and to reimburse Xxxxxx and Snydxx xxx the Surviving Corporation and such other indemnified parties for, any Xxxxxx Indemnity Snydxx Xxxemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "Xxxxxx Indemnity Snydxx Xxxemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of the Stockholders or Xxxxxx MMD which is contained in this Agreement or any Schedule, Exhibit or certificate delivered pursuant theretoAgreement; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Stockholders or Xxxxxx MMD which are contained in or made pursuant to this Agreement; (iii) any claim for periods prior to the Closing Date that results from the audit currently being conducted by the IRS (the "IRS Audit") regarding MMD's classification of sales representatives as independent contractors (an "IC Claim"); and (iiiiv) all interest, penalties and costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.19(a).

Indemnity Obligations of the Stockholders. Subject to the limitation ----------------------------------------- for "several" liability in Article 5 Section 12.5 and to Sections 11.5 and 11.6Section 12.6, each Stockholder of the Stockholders hereby severally, in accordance with his percentage interest in the Share Consideration, agrees to indemnify and hold Xxxxxx NNN and the Surviving Corporation, and each of their respective officers, directors, employees, agents and advisors, Corporation harmless from, and to reimburse Xxxxxx NNN and the Surviving Corporation and such other indemnified parties for, any Xxxxxx NNN Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "Xxxxxx NNN Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of the Stockholders or Xxxxxx the Advisor which is contained in this Agreement or any Schedule, Exhibit or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Stockholders or Xxxxxx the Advisor which are contained in or made pursuant to this Agreement; and (iii) all interest, penalties and costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.112.1.