Several Indemnification. Subject to the provisions of Section 11.03 hereof, each Shareholder shall severally but not jointly indemnify, defend and hold harmless each Acquirer Indemnified Party from and against and in respect of any and all losses, damages, expenses, liabilities, claims, settlements, assessments and judgments (including reasonable costs and attorney's fees and other expenses arising out of any claim, or the defense, settlement or investigation thereof, made with respect to any of the foregoing) incurred or suffered by Acquirer, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach by such Shareholder of any of his/her/its representations and warranties contained in Article IV of this Agreement, or any non-fulfillment of any of his/her/its respective covenants or agreements or any certificate or instrument furnished pursuant hereto.
Several Indemnification. Each of the Stockholders shall severally and not jointly indemnify and defend Buyer, the Company, and each of their respective directors, officers, affiliates, employees, agents, and representatives, and shall hold each of them harmless from and against all Losses that are incurred or suffered by any of them in connection with or resulting from: (i) breaches of representations and warranties (the “Several Representations”) made by such Stockholder in Sections 4.1, 4.2, and 4.3 hereof (relating to authority, no conflict, and title) and covenants (the “Several Covenants, and together with the Several Representations, the “Several Indemnity Items”) made by such Stockholder in Section 8.1 hereof (relating to confidentiality); and (ii) the enforcement by Buyer or the Company of its indemnification rights related to breaches of Several Indemnity Items made by such Stockholder under this Agreement.
Several Indemnification. From and after the Closing and subject to the limitations set forth herein, each Seller, severally, shall indemnify the Buyer Indemnified Persons for all Losses resulting from:
Several Indemnification. Subject to the provisions of Section 11.03 hereof, each Shareholder shall severally indemnify, defend and hold harmless Purchaser and its officers, directors, employees, agents and representatives from and against and in respect of any and all Losses incurred or suffered by Purchaser, arising out of, based upon or resulting from any inaccuracy, misrepresentation or breach by such Shareholder of any of such Shareholder's representations and warranties contained in Article VI of this Agreement or nonfulfillment of any of such Shareholder's respective covenants or agreements contained in this Agreement or any certificate or instrument furnished pursuant hereto.
Several Indemnification. Subject to the limitations set forth in Section 9.5 hereof, each Stockholder, severally and not jointly, will indemnify, defend, and hold harmless OSI, and if the Merger is consummated, the Surviving Corporation, from and against any and all Damages related to or arising, directly or indirectly, out of or in connection with any breach by such Stockholder of any several representation, warranty, covenant, agreement, obligation, or undertaking made by such Stockholder in Sections 5, 7, or 8 of this Agreement.
Several Indemnification. Each Member covenants and agrees to indemnify and hold harmless the Indemnified Parties from all Losses incurred or paid by any Indemnified Party arising out of any misrepresentation, breach or inaccuracy of any representation or warranty of such Continuing Member set forth in this Agreement, or any third party allegation thereof. For the avoidance of doubt, any limitations as to “material”, “materially” or “Material Adverse Effect” set forth herein shall be given effect in determining whether any such misrepresentation, breach or inaccuracy has occurred.
Several Indemnification. Without duplication of any other rights to recovery herein and subject to the limitations set forth in this Section 9.1, from and after the Closing, each Seller will severally and not jointly indemnify and hold harmless Buyer and each of Buyer’s Affiliates (including, following the Closing, the Company and the Subsidiary), and the representatives and Affiliates of each of the foregoing Persons (each, a “Buyer Indemnified Person”), from, against, and in respect of any and all Actions, Liabilities, Governmental Orders, Encumbrances, losses, damages, fees, costs, expenses or amounts paid in settlement, in each case, including reasonable attorneys’ and experts fees and expenses (collectively, “Losses”) incurred or suffered by Buyer Indemnified Persons, or any of them as a result of, arising out of or directly or indirectly relating to:
Several Indemnification. For purposes of clarifying the meaning of “several” indemnification by each Seller and/or Consideration Recipient under this Article VIII, (a) any portion of the Holdback Amount that is retained by Buyer pursuant to this Article VIII (other than Claims for indemnification based solely on clause (i) or (iii) of Section 8.2(a) which are covered solely by clause (c) below) shall be deemed to have been “severally” recovered from all of the Consideration Recipients, (b) with respect to Claims for indemnification under Section 8.2 (other than Claims for indemnification based solely on clause (i) or (iii) of Section 8.2(a) which are covered solely by clause (c) below) that are not recovered from the Holdback Amount, if any indemnification payment is owed, each Seller’s indemnification obligation pursuant to this Article VIII shall be equal to such Seller’s Pro Rata Portion of the applicable Losses with respect to which the indemnification payment is made and (c) solely in the case of a Claim for indemnification against one or more Sellers based solely on clauses (i) and/or (iii) of Section 8.2(a) (any such claims, “Seller Specified Claims”), Buyer Indemnified Party shall have the right to (A) offset the applicable Losses from the portion of the Holdback Amount that would otherwise be allocable to Seller(s) responsible for the breach that gave rise to such Claim (each, a “Responsible Seller”), in which case each Responsible Seller shall be obligated to promptly pay to the Buyer the amount of Losses arising from the breach that are allocable to such Responsible Seller to replenish such portion of the Holdback Amount; and (B) pursue the indemnification claim directly against each Responsible Seller responsible for such breach in accordance with the terms of this Agreement (and each such Responsible Seller shall be required to indemnify the Buyer Indemnified Party for all Losses arising from such Claim on the terms and conditions set forth on this Article VIII).
Several Indemnification. Each Member covenants and agrees, severally and not jointly, to indemnify and hold harmless the Indemnified Parties for, from and against all Losses incurred or paid by any Indemnified Party, notwithstanding any knowledge or investigation by any Indemnified Party or its representatives, arising out of any misrepresentation, breach or inaccuracy of any representation or warranty of such Member set forth in this Agreement, or any third party allegation thereof. For the avoidance of doubt, any limitations as to “material”, “materially” or “Material Adverse Effect” set forth herein shall be given effect in determining whether any such misrepresentation, breach or inaccuracy has occurred.
