Shareholders' Indemnity. Subject to the limitations set forth in Section 11.2(b), the Shareholders will indemnify and hold harmless IVG and the Surviving Corporation and their respective officers, directors, agents and employees, and each person, if any, who controls or may control IVG and the Surviving Corporation (hereinafter in this Section 11.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies or tax savings known to such Indemnified Persons at the time of making of claim hereunder, arising out of any (i) Tax liability (including interest and penalties, if any) owed by Cheyenne, SES, its Subsidiaries or other affiliates incurred or accrued on or prior to the Effective Time, whether or not specified on SCHEDULE 4.8; (ii) misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Cheyenne, SES or the Shareholders in this Agreement or any certificate, document or instrument delivered by or on behalf of Cheyenne, SES or by the Shareholders pursuant hereto; (iii) any liability of Cheyenne arising on or prior to the Closing Date (except for the Assumed Liabilities); (iv) any liability based on, arising out of, or resulting from the Excluded Assets; and (v) any liability to or monies paid after the Closing, directly or indirectly, to or for the benefit of Xxxx Xxxxxxx, II or Xxxxx Xxxxxxxxxx, or relating to any preferred stock of SES outstanding prior to the Closing (the foregoing items are hereafter in this Section 11.2 referred to as "IVG DAMAGES").
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):
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 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 Parent and Subsidiary No. 8, LLC (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under the Agreement and Plan of Reorganization plus the aggregate amount of General Losses and Specific Losses of MRLB, PPD and PPD Parent (and their respective directors, Directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement, collectively, exceeds $500,000 (Five Hundred Thousand Dollars), 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 MRLB, PPD and PPD Parent (and their respective directors, 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 Agreement and Plan of Reorganization. The Shareholders shall have no indemnification obligations for any General Losses of MRLB, PPD and PPD Parent (and their respective directors, Directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement relating to any matter involving an amount of $10,000 (Ten Thousand Dollars) 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 Parent and Subsidiary (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under the Agreement and Plan of Reorganization and the General Losses and Specific Losses of MRLB, PPD and PPD Parent (and their respective directors, Directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement, collectively, exceeds the threshold of $500,000 (Five Hundred Thousand Dollars) 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. From and after the Closing Date, the Stockholders shall indemnify, defend and hold harmless the Purchaser, the Surviving Corporation, the Parent, the Intermediate Parent and their permitted and respective assigns and Affiliates, and any director, officer, employee or agent of any of them (each a "Purchaser Indemnified Party") from and against, and agree to pay or cause to be paid to such Purchaser Indemnified Party, all Losses ("Purchaser Losses") equal to the sum of:
Shareholders' Indemnity. (a) The Shareholders shall, severally with respect to himself or herself only and not with respect to any other Shareholder, indemnify and hold Buyer and its Affiliates (including, following the Closing, the Company and its Subsidiary) and their respective officers, directors, employees, shareholders, agents and representatives (collectively, the “Buyer Indemnified Parties”) harmless from and against, and defend promptly the Buyer Indemnified Parties from and reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, expenses, Taxes, liabilities, obligations or Actions of any kind, including reasonable attorneys’ fees and other reasonable legal costs and expenses (hereinafter referred to collectively as “Losses”), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any breach or inaccuracy of any of the representations and warranties made by the Shareholders in Article III; provided, however, that for purposes of determining the amount of Losses subject to indemnification under this Article IX, such representations and warranties shall be construed as if they were not qualified by the terms “material” or “Material Adverse Effect” or other terms of similar import or effect.
Shareholders' Indemnity. Subject to the terms and conditions of this Article VIII, the Company and Shareholders, jointly and severally, hereby agree to indemnify, defend and hold Purchaser and its officers, directors, agents, attorneys and affiliates ("Purchaser Affiliates") harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (collectively, "Damages"), asserted against or incurred by Purchaser and/or any Purchaser Affiliate by reason of, resulting from, or related to, any inaccuracy in or breach of any representation, warranty, covenant or agreement of any Shareholder contained in this Agreement or in any agreement executed at the Closing by any of Shareholders.
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 (each a "Claim"), that Buyer may incur or suffer, on or before two years after the Closing Date, by reason of Shareholders' or Corporation's breach of or failure to perform (each a "Breach") any of their or its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Shareholders or Corporation under this Agreement.
Shareholders' Indemnity. Shareholders hereby indemnify, defend and hold 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, that Buyer may incur by reason of (i) Selling Parties' breach of any of their representations and warranties, in this Agreement, including any exhibit hereto, including, but not limited to, the representations and warranties of Corporation in this Agreement, including any exhibit hereto; or (ii) Shareholders' failure to perform under Sections 4.6.C., 8.1, or 8.2, of this Agreement.
