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. (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. 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:
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. 8.2.1 General Indemnity Subject to the limitations contained in Sections 8.6.1 and 8.6.2, each of the Stockholders hereby agree, jointly and severally, to indemnify Parent, the Surviving Corporation and their respective affiliates, shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees (individually an "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") against, and to protect, save and keep harmless Parent Indemnified Parties from, and to pay on behalf of or reimburse Parent Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by any Parent Indemnified Party as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article III.B hereof or in any certificate delivered by the Company or either Stockholder at the Closing; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of the Company or the Stockholders contained in Article III.B hereof or in any certificate delivered by the Company or either Stockholders at the Closing; or (c) any breach or failure by the Company or the Stockholders to comply with perform or discharge any obligation, agreement or covenant by the Company or the Stockholders contained in this Agreement.
Obligation of the Stockholders to Indemnify. 8.2.1 Indemnity Subject to the limitations contained in Sections 8.6.1 and 8.6.2, the Stockholders hereby severally agree to indemnify Cybershop, the Surviving Corporation and their respective affiliates, shareholders, officers, directors, employees, agents, successors and permitted assignees (individually a "Cybershop Indemnified Party" and collectively, the "Cybershop Indemnified Parties") against, and to protect, save and keep harmless Cybershop Indemnified Parties from, and to pay on behalf of or reimburse Cybershop Indemnified Parties as and when incurred for, any and all liabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, penalties, interest, reasonable out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys', accountants' and expert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by any Cybershop Indemnified Party as a consequence of or arising out of: (a) any material breach of any representation or warranty contained in Article III hereof or in any certificate delivered by the Company or either Stockholder at the Closing; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Cybershop Indemnified Party which is reasonably expected to give rise to or evidence the existence of or relate to a material breach of any of the representations and warranties of the Stockholders contained in Article III hereof or in any certificate delivered by the Company or either Stockholder at the Closing; provided that Stockholders shall have no obligation to indemnify a Cybershop Indemnified Party hereunder in the event of any such demand or investigation or threat of any action or proceeding unless and until the commencement of an actual action, suit, arbitration or official proceeding of a Governmental or Regulatory Authority at any time during or up to six months after the period described in Section 8.6.2, in which case the Stockholders shall indemnify the Cybershop Indemnified Party for all Losses including the Losses incurred in connection with any such demand or investigation or threat of such action or proceeding from inception; (c) any material breach or failure by the Stockholders to comply with, perform or discharge any obligation, agreement or co...
Obligation of the Stockholders to Indemnify. Subsequent to the Effective Time, Richxxx X. Xxxxx, Xxry Xxxxx xxx Leonxxx X. Xxxxx (xxe "Principal Stockholders") shall, jointly and severally, indemnify and hold harmless Holdings (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 8 ("Losses") based upon, arising out of or otherwise in respect of any inaccuracy in or breach of any representation, warranty or covenant of the Company or the Stockholders contained in Article 3 or in any certificate delivered pursuant hereto.
Obligation of the Stockholders to Indemnify. (a) Subsequent to the Effective Time, (i) Blaix xxx (ii) the other Seller Stockholders, to the extent of their interest in the Escrow Account held pursuant to the Escrow Agreements, shall, jointly and severally, indemnify and hold harmless the Buyer, Acquisition 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 any inaccuracy in or breach of any representation or warranty (without regard to any exceptions for materiality or material adverse effect) or covenant of the Seller contained herein or in any certificate delivered pursuant hereto.
Obligation of the Stockholders to Indemnify. (a) Subject to the limitations set forth in Section 8.2(b) below, the Company and the Stockholders shall, jointly and severally, indemnify, defend and hold harmless the Parent and its assigns from and against any Adverse Consequences (as defined below) suffered, sustained, incurred or required to be paid by the Parent or its assigns, as the case may be, based upon, arising out of or otherwise with respect to (i) a breach of any representation or warranty of the Company and/or the Stockholders for which a claim was asserted prior to the expiration of the applicable survival period, or (ii) any facts alleged by any third party prior to the expiration of the applicable survival period that, if true, would constitute a breach, event or occurrence of the type described in clause (i), or (iii) any failure to perform or comply with any covenant or agreement of the Company or the Stockholders contained herein or in any document or other paper delivered pursuant hereto, or (iv) any misstatement in the Payroll Tax Certificate, or (v) any Adverse Consequences arising out of a misstatement in the Settlement Certificate or out of the matters purportedly settled by the Settlement Agreement (except for the consequences of paying the Settlement Amount itself), or (vi) any Adverse Consequences arising out of the termination of Kevix Xxxxxxxxxxx xxxor to August 1, 2000 relating to severance (but only if such termination is (A) for cause or (B) consented to by at least one of the Stockholders); provided, however, that at and from the Effective Time, the aforesaid obligation shall become the joint and several obligation of the Stockholders only. As used herein, the term "
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.
