Common use of Obligation of the Stockholders to Indemnify Clause in Contracts

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 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 contained in Article VIII and Article IX hereof, the Stockholders, jointly and severally, agree to indemnify, defend and hold harmless GRS (and its Affiliatesaffiliates, 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. .