Shareholders' Indemnity. Subject to the provisions of Section 14.3, the Shareholders shall indemnify, defend, and protect USCC and its officers, directors, shareholders, employees and agents (collectively, the "USCC Indemnified Parties") and shall hold the USCC Indemnified Parties harmless from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and reasonable attorneys' fees, that the USCC Indemnified Parties may incur or suffer which arise from or relate to (a) any breach or failure by the Shareholders to perform any of their representations, warranties, covenants or agreements in this Agreement, or (b) any liability to any person or entity accruing or arising prior to the Closing Date and relating to or resulting from the Company or the operation of the business of the Company prior to the Closing Date other than those arising in the ordinary course of business to the extent that such liabilities or other obligations were incurred in creating work in progress, accounts receivable or other assets for the Company. The Shareholders' liability hereunder shall be in proportion to, and shall not exceed, the number of Preferred USCC Shares each receives from this transaction. The USCC Indemnified Parties shall promptly notify the Shareholders of any matter to which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that the USCC Indemnified Parties shall at all times also have the right to fully participate in the defense at their own expense. If the Shareholders shall, within a reasonable time after such notice, fail to defend, the USCC Indemnified Parties shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle such matter on behalf, for the account, and at the risk of the USCC Indemnified Parties.
Shareholders' Indemnity. Each Shareholder, severally but not jointly, shall indemnify and defend JAKKS against, and hold it harmless from, any loss, liability, obligation, damage or expense (including reasonable attorneys' fees and disbursements) which it may suffer or incur incidental to any claim or any Proceeding against it arising out of, based upon or resulting from an untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, the registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incidental to the registration or qualification of the JAKKS Shares that is required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading which statement or omission is made in reliance upon and in conformity with written information furnished to JAKKS by that Shareholder solely for use in the preparation thereof ("Shareholders' Securities Claims"). provided, however, that no Shareholder shall be liable in any such case to the extent that such Securities Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, the registration statement, such preliminary prospectus or such prospectus or such amendment or supplement or any document incident to the registration or qualification of the Registrable Securities in reliance upon and in conformity with written information furnished to it by JAKKS solely for use in the preparation thereof.
Shareholders' Indemnity. The Purchaser and Xpedite jointly and severally covenant to procure that the Company shall indemnify and keep indemnified on an after-Tax basis (if it is not otherwise liable to make such payment to the Shareholders) the Shareholders (including in all circumstances and notwithstanding any provision herein to the contrary, Eagle):
(a) any liability to make a payment of Tax of the Shareholders, being a payment of Tax which is primarily a Tax liability of the Company incurred by it on or prior to Closing or an accounting period beginning prior to the date hereof and is payable by the Shareholders (or any of them) by virtue of the Company failing to discharge such Tax liability;
(b) all losses, liabilities and costs which the Shareholders (or any of them) may incur in connection with or as a consequence of any of the matters referred to in SECTION 11.18(a); and
(c) any sums payable by the Purchaser, Xpedite or the Company under SECTION 11.18(a) or (b) shall be paid not later than the fifth business day before the date on which the payment of Tax is payable by the Shareholders (or any of them) or, if later, not more than five (5) business days following the date on which the Shareholders notify the Purchaser, Xpedite or the Company of its liability to procure the making of such payment.
Shareholders' Indemnity. The Shareholders collectively ------------------------ shall have no indemnification obligations in respect of any General Losses or Specific Losses until the aggregate amount of General Losses and Specific Losses of MRL, PPD and Subsidiary (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement plus the aggregate amount of General Losses and Specific Losses of MRLB and PPD International Holdings, Inc. (and their respective directors, Directors as that term is defined in the Share Purchase Agreement, managers, officers, employees, affiliates, successors and assigns) under the Share Purchase Agreement, collectively, exceeds Five Hundred Thousand Dollars ($500,000), and then the Shareholders shall be liable only for the amount of such General Losses and Specific Losses in excess of Five Hundred Thousand Dollars ($500,000). The maximum amount of the indemnification obligations of the Shareholders collectively under this Agreement shall be limited, with respect to General Losses of MRL, PPD and Subsidiary (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement, to the General Holdback Property under this Agreement and the General Holdback Property under the Share Purchase Agreement. The Shareholders shall have no indemnification obligations for any General Losses of MRL, PPD and Subsidiary (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement relating to any matter involving an amount of Ten Thousand Dollars ($10,000) or less, but such General Losses shall be taken into account fully in determining if and when the aggregate General Losses and Specific Losses of MRL, PPD and Subsidiary (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement and the General Losses and Specific Losses of MRLB and PPD (and their respective directors, Directors as that term is defined in the Share Purchase Agreement, managers, officers, employees, affiliates, successors and assigns) under the Share Purchase Agreement, collectively, exceeds the threshold of Five Hundred Thousand Dollars ($500,000) stated above.
Shareholders' Indemnity. Except for the representations in sections 4.2.6 and 4.2.11, each Shareholder agrees to indemnify, defend and hold I-Alliance Indemnified Parties harmless from and against all Losses incurred by I-Alliance Indemnified Parties resulting from or on account of a breach of any material representation, warranty or covenant of such Shareholder made in this Agreement.
Shareholders' Indemnity. The Indemnifying Parties, jointly and ----------------------- severally, will indemnify Buyer against and agree to hold harmless from any and all damage, loss, liability, claim, obligation of any nature whatsoever (after taking into account any insurance proceeds received) and expense (including any reasonable expenses of investigation and reasonable attorneys' fees and expenses), including the Current Asset Shortfall to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parent, Buyer or the Company arising out of any breach of any representation or warranty, covenant or other agreement of the Company or the Indemnifying Parties contained or incorporated by reference herein or otherwise. The Indemnifying Parties shall not have any right of contribution from the Company with respect to any Loss claimed by Buyer after the Closing. As partial security for the indemnity provided in this Section 7.2, Buyer shall have the right to set off amounts from any Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration in the manner provided in Section 7.2(c). In addition to setting off amounts from the Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration, Buyer may, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and to the extent provided in Section 7.2(d). Except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of Xxxxxxxx Xxxxxxx of which he has personal knowledge, the maximum amount that Buyer may recover from Xxxxxxxx Xxxxxxx and Buyer's recourse against Xxxxxxxx Xxxxxxx pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which Xxxxxxxx Xxxxxxx is beneficially entitled.
Shareholders' Indemnity. Each Shareholder, severally but not jointly (except for David Lipman and Marilyn Lipman, whose liability shall be joint and sexxxxx), xxxxl indxxxxxx xxx xxxend JAKKS Pacific and, after the Closing, each director and officer of JAKKS Pacific, and hold each of them harmless from, any loss, liability, obligation, damage or expense (including reasonable attorneys' fees and disbursements) which any of them may suffer or incur incidental to any Material Adverse Effect or any Proceeding against any of them arising out of, based upon or resulting from:
(a) the failure of any representation or warranty made by that Shareholder herein or in any Acquisition Document delivered to JAKKS Pacific in connection herewith to be true in all material respects on the date hereof; provided, however, that in the case of a failure of any of the representations and warranties contained in Section 4, only the Shareholder whose representation and warranty was inaccurate or breached shall have an obligation of indemnification under this Article 8; and further provided, however, that notwithstanding the foregoing, the obligations of David Lipman and Marilyn Lipman shall be joint and several;
(x) xxxx Sharexxxxxx'x xxxxxre, in all material respects, to perform or to comply with any covenant or condition required hereunder to be performed or complied with by that Shareholder.
Shareholders' Indemnity. Shareholders hereby indemnify, defend and holds harmless Buyer from and against, and in respect to, any and all losses, expenses, costs, obligations, liabilities and damages including interest, penalties and reasonable attorneys' fees and expenses (collectively, "LOSSES"), that Buyer may incur by reason of Shareholders' or Corporation's breach of or failure by Shareholders or Corporation to perform, any of their representations, warranties, commitments, covenants or agreements in this Agreement, including any exhibit hereto. Shareholders further indemnify and hold Buyer and Corporation harmless from any and all cost or expense related to federal, state, local taxes, foreign, commonwealth of whatsoever type or kind payable by Corporation for periods of time prior to the Effective Date and that are not reflected or accrued in the Financial Statements. The foregoing indemnity is subject to the terms and conditions of a certain Limitation of Indemnification Agreement of even date herewith.
Shareholders' Indemnity. 13.1. Shareholders will indemnify, defend, and hold harmless Buyer, its officers, directors, shareholders, employees, attorneys, agents and representatives, against and in respect of all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys' fees, that they may incur or suffer, which arise, result from or relate to any breach of, or failure by Corporation to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificates, exhibit, or other instrument furnished or to be furnished by Shareholders or Corporation under this Agreement.
Shareholders' Indemnity. Shareholders will indemnify, defend, and hold harmless Buyer and Corporation against and in respect of claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees that they may incur or suffer that arise, result from, or relate to any breach of, or failure by Selling Parties to perform, any of their representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Selling Parties under this Agreement. Shareholders' liability under this paragraph will not, however, exceed the aggregate amount of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000). Despite any other provision of this Agreement, Shareholders will not be liable to Buyer on any warranty, representation, or covenant made by Selling Parties in this Agreement, or under any of their indemnities in this Agreement, regarding any single claim, loss, expense, obligation, or other liability that does not exceed Ten Thousand Dollars ($10,000); provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations, and liabilities not exceeding Ten Thousand Dollars ($10,000) each reaches One Hundred Thousand Dollars ($100,000), Shareholders will, subject to the above limitation on its maximum aggregate liability, thereafter be liable in full for all breaches and indemnities and all those claims, losses, expenses, obligations, and liabilities.
