Obligation of the Shareholders to Indemnify. Subject to the limitations contained in Article V and Section 6.04 hereof, each Shareholder severally agrees to indemnify, defend and hold harmless Purchaser (and its Affiliates, successors and assigns and their respective officers and directors) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ fees and disbursements, but offset by any proceeds from insurance and taking into account the present value of any tax savings to Purchaser or any Company resulting from such losses, liabilities, damages, deficiencies, costs or expenses) (“Losses”) based upon, arising out of or otherwise in respect of any material inaccuracy in or any breach of any representation, warranty, covenant or agreement of such Shareholder contained in this Agreement.
Obligation of the Shareholders to Indemnify. (a) Subject to the provisions of Section 6.5, each Shareholder, severally (it being understood that no Shareholder shall be liable under the provisions of this Section 6.2 as to any representation, warranty and covenant made by any other Shareholder concerning such other Shareholder or the Shares owned by it), agrees to indemnify, defend and hold harmless DHT and the Surviving Corporation (and their 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 DHT or the Surviving Corporation or any of the foregoing persons arising out of (i) any breach of the representations and warranties of CoMed or the Shareholders contained in this Agreement or in the Schedules or any Transaction Document, (ii) any breach of the covenants and agreements of CoMed or the Shareholders contained in this Agreement or in the Schedules or any Transaction Document, (iii) any Environmental Liabilities, (iv) any Merger Claims and (v) any Excluded Tax Liabilities.
(b) The Shareholders agree that in the event of any Losses of DHT or the Surviving Corporation as to which it is entitled to indemnification under this Section 6.2, DHT or the Surviving Corporation may assert its rights under the Escrow Agreement with respect to the Indemnification Funds, to the full extent of the amount of such Losses in excess of $150,000 (provided, that, indemnification for Loss attributable to a particular Shareholder shall be borne in full by such Shareholder without deduction).
Obligation of the Shareholders to Indemnify. Subject to the time limitations set forth in Section 10.1 below, the Shareholders agree to indemnify, defend and hold harmless Security National and its respective directors, officers, employees, agents, subsidiaries, affiliates, successors and assigns, from and against all losses, liabilities, claims, damages, deficiencies, costs and expenses, including without limitation interest, penalties and attorneys' fees and disbursements (collectively, the "Losses" and singularly, a "Loss"), based upon, arising out of or otherwise related to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Capital Reserve or the Shareholders contained in this Agreement or in any document or other papers delivered pursuant to this Agreement, including the Capital Reserve Financial Statements, and in respect of any third party claim made based upon facts alleged which, if true, would have constituted any such inaccuracy or breach. For purposes of this Agreement, Security National shall be deemed to have suffered a Loss if and to the extent that such Loss has been suffered by Capital Reserve. Notwithstanding the foregoing, the time limitations set forth in Section 10.1 below do not apply to the Shareholders' tax obligations set forth in Section 3.18 hereof.
Obligation of the Shareholders to Indemnify. The Shareholders agree to indemnify, defend and hold harmless Emporia (and their respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Emporia, or any of the foregoing persons arising out of any breach of the representations and warranties of the Shareholders contained in this Agreement, or of the covenants and agreements contained in this Agreement or in the Schedules or any other Transaction Document.
Obligation of the Shareholders to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 8, the Shareholders agrees to indemnify, defend and hold harmless AMCO to the extent provided for herein from and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.
Obligation of the Shareholders to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 9, the Shareholders agree to indemnify, defend and hold harmless RPHI to the extent provided for herein from and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.
Obligation of the Shareholders to Indemnify. Each of the Stockholders, severally and not jointly, agrees to indemnify, defend and hold harmless Ikon and its stockholders as of the date of this Agreement and their respective directors, officers, heirs, legal representatives, successors and assigns, from and against all losses, liabilities, damages, deficiencies, actions, suits, proceedings, claims, demands, orders, assessments, amounts paid in settlement, fines, and reasonable costs and expenses (including interest, penalties and reasonable attorneys' fees and disbursements and reasonable investigative costs) (collectively, "Losses") based upon, arising out of or otherwise in respect of (i) any breach in any of the representations and warranties of such Stockholder in this Agreement and (ii) any breach or non-fulfillment of any of the covenants or agreements of such Stockholder contained in this Agreement.
Obligation of the Shareholders to Indemnify. Each of the Shareholders, severally and not jointly, agrees to indemnify, defend and hold harmless Jaguar and its shareholders as of the date of this Agreement and their respective directors, officers, heirs, legal representatives, successors and assigns, from and against all losses, liabilities, damages, deficiencies, actions, suits, proceedings, claims, demands, orders, assessments, amounts paid in settlement, fines, and reasonable costs and expenses (including interest, penalties and reasonable attorneys' fees and disbursements and reasonable investigative costs) (collectively, "Losses") based upon, arising out of or otherwise in respect of (i) any breach in any of the representations and warranties of such Shareholder or the Company in this Agreement and (ii) any breach or non-fulfillment of any of the covenants or agreements of such Shareholder or the Company contained in this Agreement.
Obligation of the Shareholders to Indemnify. The Shareholders jointly and severally agree to indemnify ePlus against, and hold ePlus harmless from, all Losses asserted against, imposed upon or incurred by ePlus by reason of, resulting from, arising out of, based upon or otherwise in respect of the following notwithstanding any actual or alleged negligence of ePlus:
(a) any breach or inaccuracy in any representation or warranty made by SourceOne or any Shareholder pursuant to this Agreement; provided that for purposes of this sentence only, those representations and warranties which are qualified by references to "material" or "SourceOne Material Adverse Effect" or to the "Knowledge" of SourceOne or the Shareholders or variations of such terms shall be deemed not to include such qualifications; or
(b) any breach of any covenant or agreement made or to be performed by any Shareholder pursuant to this Agreement.
Obligation of the Shareholders to Indemnify. 9.2.1 Subject to Section 9.2.3, the Shareholders (other than Xxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx) agree jointly and severally, and Xxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx agree jointly in accordance with their percentage ownership of the LHF Shares, to indemnify, defend and hold hurtles s Olympic, its respective Affiliates, officers, directors, employees, agents, attorneys and representatives, and any of its 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 reasonable attorneys' fees and disbursements) ("Losses"), based upon, .raising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of LHF and/or the Shareholders contained in this Agreement, any schedule hereof or any other document executed pursuant to the terms hereof, and (ii) the operation of LHF prior to the Closing.
9.2.2 Notwithstanding Section 9.2.1 above, the obligation of the Shareholders to indemnify Olympic under Section 9.2 shall apply (i) only if the cumulative aggregate amount of Losses thereunder exceeds $40,000 (the "Minimum") and (ii) only to the amounts in excess of such total; PROVIDED, HOWEVER, that the Minimum shall not apply either to the breach by LHF of the representations and warranties set forth in Section 2.13 or the breach by the Shareholders of any agreement entered into in satisfaction of the condition to Closing set forth in Section 7.8.
9.2.3 Any claim of indemnification made by Olympic pursuant to this Section 9.2 with respect to a breach by any Shareholder of such Shareholder's representations, warranties or agreements contained in Article III shall be made only against the breaching Shareholder, and Olympic shall not be entitled to make a claim against or otherwise pursue any other Shareholder.
