By Contributors. Subject to the procedures and limitations set forth in this Section 7, Contributors shall, jointly and severally, indemnify and hold GTI PA and RCPFM and their respective Affiliates, successors and assigns (the “GTI Indemnified Group”) harmless from and against any and all Damages, arising out of or in connection with:
By Contributors. (a) From and after the Closing Date, each Contributor (an “Indemnitor”) agrees severally to indemnify, defend and hold harmless the New Company, each other Contributor, and each such Contributor’s respective subsidiaries, Affiliates, officers, directors, partners, members, managers, security holders, stockholders, employees, representatives and
By Contributors. (1) Contributors shall indemnify, save and hold harmless Contributee and its Affiliates, and its and their respective Representatives, from and against any and all costs, losses (including, without limitation, diminution in value), liabilities, damages, lawsuits, deficiencies, claims and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, additions, travel expenses, wages allocable to loss of employee time, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, the "Damages"), incurred in connection with or arising out of or resulting from (i) any breach of any representation, warranty, covenant or agreement, or the inaccuracy of any representation or warranty, made by Contributors in or pursuant to this Agreement (whether or not such claims or causes of action with respect thereto are described, listed or reflected on the Disclosure Schedule); (ii) any liabilities under any Pension Plan, ERISA Plan or Welfare Plan or for workers compensation, severance or other employment related liabilities of Contributors (whether or not such liabilities are described, listed or reflected on the Disclosure Schedule); (iii) any liabilities of Contributors in respect of
By Contributors. For a period of one year from the First Coast Closing Date (except for (i) Claims related to a breach of the representations and warranties set forth in Sections 6.1.1 (Due Organization), 6.1.2 (Due Authorization; Consents; No Violations), 6.2.2 (Securities) and 6.3 (Joint Ventures), for which the survival period shall be two years, and (ii) Claims related to a breach of the representations and warranties set forth in Sections 6.2.6 (No Employees), 6.4.5 (Employee Benefit Plans), 5.6 (Disclosure) and 6.2.3 (Distributions and Payments), and related to any Tax, for which the survival period shall be the applicable statute of limitation related to such Claim), each Contributor hereby agrees to indemnify, defend and hold harmless Regency, each Transferee and their respective directors, officers, employees and other Affiliates, from and against all Claims asserted against, resulting to, imposed upon, or incurred, directly or indirectly, by any such Person or the Assets transferred to such Transferee pursuant to this Agreement by reason of, arising out of, or resulting from (i) the inaccuracy or breach of any representation or warranty of such Contributor contained in or made pursuant to this Agreement, including closing certificates (regardless of whether such breach is deemed "material"); (ii) the breach of any covenant of such Contributor contained in this Agreement (regardless of whether such breach is deemed "material"); or (iii) any Claim accruing prior to the First Closing Date not constituting an Assumed Liability or Assumed Obligation. A Property Entity shall only be responsible for Claims made with respect to its individual representations, warranties, covenants and Claims, and not those of any other Property Entity (except as otherwise specifically provided for with respect to Midland Development).
