Obligation of the Sellers to Indemnify. Subject to the limitations contained in Sections 8.1 and 8.3, the Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer and its directors, officers, employees, shareholders, partners, members, Affiliates, successors, assigns, consultants, accountants, counsel, advisors and other agents or representatives (collectively, the “Indemnified Buyer Parties”) from and against any and all Losses based upon, arising from or relating to:
Obligation of the Sellers to Indemnify. From and after the applicable Closing Date, subject to Article VII and Sections 8.3, 8.4 and 8.5, the Sellers shall, severally and not jointly (based on each Seller’s Ownership Percentage), indemnify, defend and hold harmless the Buyers and each of their respective directors, officers, employees, agents, affiliates and Representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”), from and against all liabilities, losses and damages, plus reasonable attorneys’ fees, court costs and other out-of-pocket expenses (collectively, “Losses”) that arise out of, or result from, (a) the breach or inaccuracy of any representation or warranty of the Sellers contained in this Agreement or in any agreement, certificate or other instrument delivered by the Sellers pursuant to this Agreement to the extent not waived in writing by the Buyers, (b) the inaccuracy of any certificate delivered by the Sellers pursuant to Section 2.4(e), (c) the breach of any covenant or agreement of the Sellers contained in this Agreement or in any agreement, certificate or other instrument delivered by the Sellers pursuant to this Agreement, and (d) any of the liabilities or obligations of the Sellers or any Affiliate of the Sellers (including any liabilities or obligations under any Tax-sharing agreements) with respect to Taxes on account of or with respect to one or more of the Transferred Companies or Projects, the nonpayment of which could result in a lien on, or that are attributable to the ownership or operations of the Transferred Companies prior to applicable Closing or to the sale of the Transferred Interests pursuant to this Agreement (whether or not the applicable Tax period(s) ends on, before or after such Closing) . For purposes of this Section 8.1, any Losses attributable to one Seller shall be deemed to be attributable to all Sellers, but each Seller’s individual responsibility for such Losses shall be based on its respective Seller’s Ownership Percentage.
Obligation of the Sellers to Indemnify. The Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer (and its respective directors, officers, affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss" or "Losses") based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Sellers or the Company contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Company or any of the Sellers pursuant to this Agreement.
Obligation of the Sellers to Indemnify. From and after the Closing Date, subject to Sections 10.3, 10.4 and 10.5, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Buyer and each of its Affiliates, directors, officers, employees, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (the “Buyer Indemnified Parties”), from and against all liabilities, losses, claims, costs and damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interest and penalties with respect thereto and reasonable attorneys’ fees, court costs and other out-of-pocket expenses (collectively, “Losses”) that arise out of, or result from, (a) the breach of any representation, warranty, covenant or agreement of the Sellers that survives the Closing to the extent not waived by the Buyer, (b) the Company’s or any Subsidiary’s use of the name “GlobalNET” prior to the Closing Date, (c) any claim relating to (i) the cancellation of the Options and the termination of the Option Plan pursuant to Section 6.12 and the assertion of any rights in connection therewith by any Option Holder or (ii) any withholding Taxes required to be paid in connection with the payment to the Option Holders pursuant to Section 6.12, and (d) any claim relating to the repayment of grants by the Industrial Development Agency (Ireland) to Berlitz (Ireland) Limited; provided, that the Sellers’ obligation to indemnify for any Losses pursuant to this Section 10.1(d) shall terminate upon the earliest of (i) the Buyer’s announcement of its intention to discontinue the Company’s operations in Ireland or materially reduce the number of its employees or the level of its operations or investment in Ireland, (ii) the Buyer’s termination of the Company’s operations in Ireland or material reduction in the number of its employees or the level of its operations or investment in Ireland and (iii) 18 months from the Closing Date. From and after the Closing Date, subject to Sections 10.3, 10.4 and 10.5, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties for all Immaterial Losses if and to the extent that the Threshold Amount has been exceeded pursuant to Section 10.4(b). Table of Contents
Obligation of the Sellers to Indemnify. Subject to the limitations contained in Article 10 and Section 11.5, the Sellers (other than Suzette Marek) agree, jointly and severally among such Sellers, and Xxxxxxx Xxxxx agrees, severally (but not jointly), to indemnify, defxxx xxx xxxx harmless the Buyer (and its directors, officers, employees, affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (including interest, penalties and fees, reasonable expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party in any action or proceeding between the Indemnifying Party and the indemnified party or between the indemnified party and any third party, or otherwise) ("Losses") based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement or in any other agreements or certificates delivered at the Closing by the Sellers pursuant to this Agreement.
Obligation of the Sellers to Indemnify. Subject to the limitations contained in Article 10 and Section 11.6, the Sellers agree, jointly and severally, to indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (including interest, penalties and fees, reasonable expenses and disbursements of attorneys, experts, personnel and consultants incurred by the indemnified party in any action or proceeding between the Indemnifying Party and the indemnified party or between the indemnified party and any third party, or otherwise) ("Losses") based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement or in any documents delivered by the Sellers pursuant to this Agreement.
Obligation of the Sellers to Indemnify. Subject to the limitations contained in this Clause 10, the Sellers agree to indemnify, defend and hold harmless the Buyer (with any payment to the Buyer being a reduction of the Purchase Price) from and against all direct losses (in Danish: “direkte tab”) suffered or based upon any breach of any of the Sellers' Warranties or Clause 4A.2. The Sellers shall not be liable for any indirect or consequential losses (in Danish: “indirekte tab xxxxx følgeskader”). Any liability of the Sellers shall be several (in Danish: “proratarisk” ) (in proportion to the part of the Purchase Price received by each of the Sellers) and not joint (in Danish: “solidarisk” ).
Obligation of the Sellers to Indemnify i) Subject to the limitations contained in Article 9, the Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, Affiliates, successors and assigns) from and against any and all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and attorneys' fees and disbursements) ("Losses") based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement or in any documents delivered pursuant to this Agreement, with the exception of Sections 3A, 3B and 4 and with the further exception of Section 6.12, but only to the extent that the breach of such Section is not of a covenant applicable to all Sellers.
Obligation of the Sellers to Indemnify. (a) Subject to the limitations contained in this Article XI, each Seller, severally but not jointly, agrees to indemnify, defend and hold harmless the Purchaser and its directors, officers, employees, stockholders, Affiliates (other than the Company or its Subsidiaries), successors and assigns (collectively, the "INDEMNIFIED PURCHASER PARTIES") from and against the greater (but not both) of (x) any and all Losses suffered or incurred by any of them or (y) 63.60% of any and all Losses suffered or incurred by the Company or any of its Subsidiaries, in each case, based upon, arising from or relating to:
Obligation of the Sellers to Indemnify. Subject to the limitations contained in Section 9.4, each Seller shall indemnify and hold harmless the Purchaser (and its directors, officers, employees, affiliates, successors and assigns) from and against all Losses based upon or arising out of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of such Seller contained in this Agreement or in any document or other instrument required to be delivered by it hereunder, and (ii) the Excluded Liabilities of such Seller. Seal and PCMC shall be jointly and severally liable with respect to PCMC's obligations pursuant to this Section 9.2.
