Obligation of the Stockholders to Indemnify. Subject to the limitations contained in Article VIII and Article IX hereof, the Stockholders, jointly and severally, agree to indemnify, defend and hold harmless GRS (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 GRS or the Company resulting from such losses, liabilities, damages, deficiencies, costs or expenses) ("Losses") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Company or the Stockholders contained in this Agreement, (ii) liabilities for Taxes incurred by the Company with respect to actions prior to the Closing Date and (iii) any liability arising out of any subsequent adjustment by any tax authorities with respect to items attributable to periods prior to the Closing Date.
Obligation of the Stockholders to Indemnify. Subject to the limitations set forth in Section 10.5 (Limitations on Indemnification; Other Remedies) hereof, after the Closing, as an integral term of this Agreement, the Stockholders shall severally and not jointly, based on his, her or its respective Pro Rata Escrow Share with respect to claims against the Escrow Fund, or Pro Rata Share with respect to claims directly against the Stockholders, indemnify, reimburse, compensate and hold harmless the Buyer, the Company, and their respective directors, officers, employees, partners, members, agents, Affiliates and assigns (collectively, the “Buyer 69 Indemnitees”) from and against any and all Losses incurred or suffered by any Buyer Indemnitee directly or indirectly, as a result of: (a) any inaccuracy or breach of a representation or warranty of the Company contained in Section 2 of this Agreement or in any certificate, document or other instrument delivered pursuant to this Agreement (disregarding for purposes of this Section 10.2(a) any “material”, “in all material respects”, “Material Adverse Effect”, or similar qualifiers solely for purposes of calculating Losses but not disregarding such terms for purposes of determining whether a representation or warranty is inaccurate or has been breached); (b) any failure by the Company (as of the Closing) to perform or comply with any covenant or agreement set forth herein or in any certificate, document or other instrument delivered by such party pursuant to this Agreement; (c) each Stockholder shall, severally and not jointly as to themselves only, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses incurred or suffered by any Buyer Indemnitee, as a result of (i) any breach of or noncompliance with the representations, warranties, covenants or agreements contained in such Stockholder’s Letter of Transmittal or made by such Stockholder in the Stockholder Agreement and (ii) any Fraud by such Stockholder with respect to a representation or warranty of such Stockholder in such Stockholder’s Stockholder Closing Agreements; (d) any Dissenting Share Payments; (e) any claims by any current or former stockholder, director, officer or employee of the Company to the effect that such Person is entitled to any equity, membership or ownership interest or equity security or any payment in connection with the Transactions other than as specifically set forth on the Allocation Certificate; (f) any “excess parachute payment” (within the meaning o...
Obligation of the Stockholders to Indemnify. (a) Subject to the limitations contained in Article 9 and this Article 10, the Stockholders jointly and severally agree to indemnify, defend and hold harmless Metromedia (and their respective directors, officers, employees, Affiliates, parents, partners, shareholders, successors and assigns) from and against 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, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Company or the Stockholders contained in this Agreement with the exception of Article 4.
Obligation of the Stockholders to Indemnify. (a) Subject to the limitations set forth in this Article XI, the Stockholders, jointly and severally, shall indemnify, defend and hold harmless the Buyer (and its directors, officers, employees, Affiliates and assigns) from and against all losses, liabilities, judgments, damages, deficiencies, citations, fines, costs and expenses (including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys fees) ("Losses") based upon, arising out of or otherwise in respect of:
(i) Any inaccuracy of any representation or warranty contained in Sections 3.1, 3.2 or 3.4 to the Agreement or in any related part of any Document;
(ii) Any inaccuracy in or any breach of any representation or warranty (other than as set forth in paragraph (i) above), or covenant or agreement of the Stockholders contained in this Agreement or in any Document; or
(iii) Any Tax Claim or Environmental Indemnity Claim, whether or not included in paragraph (ii) above.
(b) The Stockholders' obligations to indemnify under this Article XI are subject to, and limited by, the following: (i) the Stockholders' aggregate monetary liability for indemnification of Stock Claims, Environmental Indemnity Claims and Tax Claims shall be limited to the Purchase Price; and (ii) the Stockholders' aggregate monetary liability for all General Claims shall be limited to $1,000,000.
(c) Notwithstanding anything contained herein to the contrary, if Closing occurs, Stockholders shall not be obligated until the aggregate amount of such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000), in which case Buyer shall then be entitled to indemnification of the entire such aggregate amount.
Obligation of the Stockholders to Indemnify. After the Effective Time, (a) the Stockholders, shall, to the extent of their interest in the cash deposited into escrow pursuant to Section 1.9 (the "Escrow Account") and held -------------- pursuant to the Escrow Agreement, jointly and severally, indemnify and hold harmless PTC and the Surviving Corporation (and their respective directors, officers, employees, agents, affiliates and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses, including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys' fees, whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing pursuant to this Article VII ("Losses") based upon, arising out of ------ or otherwise in respect of any breach of any representation, warranty or covenant of auxilium or any of the Stockholders contained herein or in any certificate delivered pursuant hereto, (b) in addition, each Stockholder individually shall indemnify and hold harmless PTC and the Surviving Corporation (and their respective directors, officers, employees, agents, affiliates and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty or covenant of such Stockholder contained in Article III hereof, without regard to the Escrow Account limitation provided in clause (a), and (c) each Stockholder ("indemnitor") hereby agrees to indemnify each other Stockholder (each, an "indemnitee") from and against all liability, including without limitation amounts payable from the Escrow Account, imposed on each indemnitee under clause (a) of this Section 7.2 as a result of any breach of a representation, warranty or covenant of the indemnitor herein. The provisions of clause (c) shall not affect the rights of PTC hereunder or under the Escrow Agreement.
Obligation of the Stockholders to Indemnify. Subject to the limitations set forth below and to the termination provisions set forth in Section 8.1, each Stockholder agrees, jointly and severally, to indemnify, defend and hold harmless Buyer (and its subsidiaries, directors, officers, employees, affiliates and assigns) from and against all losses, liabilities, damages, costs or expenses (including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys fees ("Losses") based upon, arising out of or otherwise in respect of:
(i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of any Stockholder contained in this Agreement or in any Schedule delivered pursuant hereto;
(ii) any Tax Claim, whether or not included in clause (i); compensation by any broker, finder, agent or similar intermediary claiming to have been employed or retained by or on behalf of the Company or any of the Stockholders; or any claim based upon any fraud or willful misconduct by any of the Stockholders or the Company, and
(iii) any claim relating to the terms and conditions of employment of any of the Company's employees before the Closing, whether first asserted before or after the Closing. While claims based on the fact or manner of termination of any employee terminated after the Closing shall not be indemnifiable under this clause (iii), any claim made by any such employee that otherwise falls within this clause (iii) shall be subject to this Section 8. The liability of the Stockholders with respect to indemnification hereunder shall be joint and several.
Obligation of the Stockholders to Indemnify. Subject to the limitations contained in Article VIII and Article IX hereof, the Stockholders, jointly and severally, agree to indemnify, defend and
Obligation of the Stockholders to Indemnify. Subsequent to the ------------------------------------------- Effective Time, the Stockholders shall jointly and severally indemnify and hold harmless Parent and the Surviving Corporation (and their respective directors, officers, employees, agents, affiliates and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses, including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys' fees, whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing pursuant to this Section 10 ("Losses") based upon, arising out of ------ or otherwise in respect of (a) any breach of any representation, warranty or covenant of the Company and/or the Principal Stockholder under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants and (b) any liability or obligation of or loss by the Company for or with respect to (i) social security taxes for the year ended December 31, 1994; (ii) Pennsylvania state taxes in excess of $2,000 in the aggregate for the years ended December 31, 1989, 1990, 1991, 1992 and 1993 and (iii) the failure of the Company to file any Annual Reports on Form 5500 with respect to any Employee Program.
Obligation of the Stockholders to Indemnify. Subject to the limitations set forth in Section 9.5 hereof, each Stockholder agrees to indemnify, defend and hold harmless MAXIMUS (and its directors, officers, employees, affiliates and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys fees) ("LOSSES") based upon, arising out of or otherwise in respect of:
(a) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Control or such Stockholder contained in this Agreement, the Related Agreements, the certificates required to be delivered pursuant to Article 6, or in any Schedule delivered pursuant hereto;
(b) any claim or demand or assertion of liability against MAXIMUS for any liability of Control or the Stockholders which arose before the Closing other than those liabilities disclosed pursuant to this Agreement; and
(c) any claim or demand for commission or other compensation by any broker, finder, agent or similar intermediary claiming to have been employed or retained by or on behalf of Control or any Stockholder, whether or not included in clause (a); and
(d) any claim arising out of the ownership of Control Stock by any person other than a Stockholder.
Obligation of the Stockholders to Indemnify. (a) In addition to the indemnification provi- sions contained in Section 9.2 of this Agreement, and subject to Section 10.2(d), the Stockholders agree to indemnify, defend and hold harmless IndeNet, its respective officers, directors, employees and agents, 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"), whether such Losses are incurred in disputes with the Stockholders or involving third-party claims against Starcom or IndeNet, based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Starcom and/or the Stockholders contained in this Agreement or any schedule, or any document or other papers delivered by Starcom or the Stockholders to IndeNet in connection with this Agreement.
(b) Notwithstanding Section 10.2(a) above, the obligation of the Stockholders to indemnify IndeNet under Sections 9.2 and 10.2 shall apply (i) only if the cumulative aggregate amount of Losses thereunder exceeds $175,000 and (ii) only to the amounts in excess of such total. This Section 10.2(b) shall not, however, apply to IndeNet's rights under Section 10.8 below.
(c) Any amount that the Stockholders are required to indemnify IndeNet under Sections 9.2 and 10.2 may, at the option of the Stockholders, be satisfied in cash and/or by the return to IndeNet of shares of IndeNet Shares. The amount of shares of IndeNet Shares to be returned shall be calculated by dividing the dollar amount of the Losses by $4.00. The aggregate maximum liability of each of the Stockholders under Sections 9.2 and 10.2 shall not exceed the dollar value of the sum of all of the IndeNet Shares (valued at $4.00 per share) issued to such Stockholder pursuant to this Agreement. IndeNet agrees that the sum set forth in the immediately preceding sentence shall be an absolute limitation upon the liability of the Stockholders to IndeNet for any Losses based upon, arising out of or otherwise in respect of any Taxes arising from the Spinoff or any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Starcom and/or the Stockholder contained in this Agreement or any schedule, or any document or other papers delivered by Starcom or the Stockholde...
