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. 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. (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. 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. 8.2.1 Indemnity Subject to the limitations contained in Sections 8.5.1 and 8.5.2, the Stockholders shall severally and not jointly indemnify Paradise, the Surviving Corporation and their respective affiliates, officers, directors, employees and agents (individually a "Paradise Indemnified Party" and collectively, the "Paradise Indemnified Parties") against, and to protect, save and keep harmless Paradise Indemnified Parties from, and to pay on behalf of or reimburse Paradise 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 is imposed on or incurred by any Paradise 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 any 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 Paradise Indemnified Party that arises out of 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 any Stockholder at the Closing; provided that the Stockholders shall have no obligation to indemnify a Paradise 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 Paradise 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 covenant by either Stockholder contained in this Agreement; or (d) any action or claim (i) made or brought against any Paradis...
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 any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Company or the Stockholders contained in this Agreement.
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. Each Stockholder agrees, jointly and severally, to indemnify, defend and hold harmless Buyer (and its parents, 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; any fraud or wilful misconduct by any of the Stockholders or the Company; (iii) any claim relating to the terms and conditions of employment of any of the Company's employees before the Closing; (iv) any material breach of this Agreement; (v) any claims by a third party asserted against the Buyer which are related, directly or indirectly, to this Agreement, the Stockholders or the Company.
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.
