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 this Clause 9, 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 or any covenant or agreement of the Sellers contained in this Agreement. 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. 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 Section 11, the Sellers jointly and severally shall indemnify, defend and hold harmless the Buyer and any of its affiliates and assigns from and against any losses, liabilities, damages, deficiencies or expenses (including interest, penalties and reasonable attorneys' fees, but net of any identifiable insurance proceeds actually received) ("Losses") arising out of or due to:
Obligation of the Sellers to Indemnify. Subject to the limitations set forth in Section 8.6, the Sellers shall, severally and jointly, indemnify, reimburse, compensate and hold harmless Parent, Buyer, the Surviving Company, and their respective directors, officers, employees, partners, members, agents, Affiliates, successors and assigns (collectively, the “Buyer Indemnitees”) from and against any and all Losses incurred or suffered by any Buyer Indemnitee as a result of, with respect to or in connection with:
(a) any inaccuracy or breach of a representation or warranty set forth in Article III (disregarding for purposes of this Section 8.2(a) any “material”, “in all material respects”, “Material Adverse Effect”, or similar qualifiers);
(b) any failure by the Company to fully perform or comply with any covenant or agreement set forth in this Agreement;
(c) any Closing Indebtedness or Transaction Expenses to the extent not included in the calculation of the Closing Cash Consideration, as applicable;
(d) any fraud or intentional misrepresentation by or on behalf of the Company;
(e) any Pre-Closing Taxes; and
(f) any amounts owed by the Company to Xxxxxxxxx solely as a result of the consummation of the Merger and the other Transactions by the Company.
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. From and after the 1st Closing Date, subject to Sections 8.3, 8.4 and 8.5, the Sellers shall indemnify, defend and hold harmless the Buyer Parent and the Buyer and each of their directors, officers and representatives, from and against all liabilities, losses and damages and reasonable attorneys’ fees, court costs and other out-of-pocket expenses (collectively, “Losses”) that arise out of, or result from, the breach of any representation, warranty, covenant or agreement of any Seller contained in this Agreement (or any representation, warranty, covenant or agreement in any certificate delivered pursuant to this Agreement) that survives the 1st Closing or the 2nd Closing pursuant to Article VII above.
Obligation of the Sellers to Indemnify. The Sellers agree to indemnify, defend and hold harmless Purchaser (and its respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Purchaser or any of the foregoing persons arising out of (i) any breach of the representations and warranties of Jacoxx xxx Borgonovo contained in this Agreement or in the Schedules or any Transaction Document, or (ii) any breach of the covenants and agreements of Jacoxx xxx Borgonovo contained in this Agreement or in the Schedules or any Transaction Document.
