By the Sellers. The Sellers, jointly and severally, shall indemnify, save, defend and hold harmless the Buyer, Parent and their respective shareholders, directors, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred in connection with or arising out of or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Sellers have breached), of any covenant, warranty or representation made by the Sellers in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Sellers or their Affiliates pursuant to the terms of this Agreement; provided, however, that the Sellers shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties.
By the Sellers. The Sellers shall indemnify, save and hold harmless the Purchaser and its Affiliates and Subsidiaries and each of their respective Representatives (individually, a "Seller Indemnified Party", and collectively, the "Seller Indemnified Parties"), from and against any and all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of third-party claims), including without limitation losses in connection with workers compensation claims, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up, remedial correction or responsive action), damages to the Environment, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any Breach of any representation or warranty made by the Sellers in this Agreement; (ii) any Breach of any covenant or agreement made by the Sellers in this Agreement or any certificate delivered by the Subject Company or the Sellers at the Closing; or (iii) any services provided by the Subject Company prior to the Closing to the extent not reserved on the Closing Balance Sheet or covered by insurance.
By the Sellers. The Sellers, jointly and severally, covenant and agree to defend, indemnify and hold harmless the Buyers and their Affiliates, and their respective officers, directors, employees, agents, advisers, representatives (collectively, the "BUYER INDEMNITEES") from and against, and pay or reimburse the Buyer Indemnitees for any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of the rights hereunder (collectively, "LOSSES") resulting from or arising out of:
By the Sellers. (i) The Sellers will deliver to the Company, in form reasonably acceptable to the Company, such documents as may be reasonably required in order to effect a transfer of the Shares on the books of American Stock Transfer & Trust Company, LLC from the Sellers to the Company.
By the Sellers. (a) Each Seller, jointly and severally, shall indemnify and hold Purchaser, its successors and assigns, and any of its officers, directors, employees, stockholders, and agents, and any of their respective Affiliates and any of their respective officers, directors, employees, members, partners, stockholders, and agents, in each case excluding the Sellers (each, an “Indemnified Purchaser Party”) harmless from and against any Damages that such Indemnified Purchaser Party may sustain, suffer or incur and that, directly or indirectly, result from, are based upon, arise out of, or are attributable or related to:
By the Sellers. Each Seller will, if Registrable Shares held by such Seller are included in the securities as to which such registration is being effected, indemnify Conexant, each of its directors, officers, stockholders, partners, employees and agents and each person who controls Conexant within the meaning of Section 15 of the Securities Act, and each other such Seller, each of its officers, directors, partners, employees and agents and each person controlling such Seller within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation (including reasonable attorneys' fees), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement or Prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or Prospectus, in reliance upon and in conformity with written information furnished to Conexant by such Seller and stated to be specifically for use therein; provided, however, that the obligation to indemnify will be individual to each Seller and shall be limited to an amount equal to the net proceeds received by such Seller of Registrable Shares sold in connection with such registration. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each Seller, severally and not jointly, will indemnify the underwriters, their officers and directors and each person who controls the underwriters (within the meaning of Section 15 of the Securities Act), to the extent customary in such agreements; provided, however, that the obligation to indemnify will be individual to each Seller and shall be limited to an amount equal to the net proceeds received by such Seller of Registrable Shares sold in connection with such registration.
By the Sellers. (a) From and after the Closing Date, to the extent provided in this Section 13, the Sellers shall, jointly and severally, indemnify and hold harmless each Buying Party, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any breach of any representation or warranty of any Seller contained in this Agreement, (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement of the Sellers contained in this Agreement, except that the Sellers' obligations under this Section 13 with respect to any breach of the covenants set forth in Section 12 shall be several and not joint. The indemnification obligations of the Sellers under clauses (i) and (ii) of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification Obligations."
By the Sellers. The Sellers shall jointly and severally indemnify and hold harmless the CANB and Buyer, and their respective directors, officers, employees, agents, successors and assigns (the “Buyer Indemnitees”) from and against all actual claims, damages, losses, liabilities, costs and expenses including, without limitation, settlement costs and any reasonable legal, accounting or other expenses for investigating or defending any actions or threatened action (but expressly excluding indirect, incidental, exemplary, special, consequential or punitive damages (including, without limitation, diminution in value, loss of future revenue or income, or loss of business reputation or opportunity)) (collectively, the “Losses”) actually incurred by the Buyer Indemnitees in connection with each and all of the following:
By the Sellers. Subject to the limitations set forth in this Article 7, from and after the Closing, (A) the Company; and (B) Sea Lion and Togiak, severally and not jointly based on their percentage ownership of the Company; agree to indemnify and hold harmless (in that capacity, the “Seller Indemnifying Party”), to the fullest extent permitted by law, GCI and each of its officers, directors, employees and Affiliates (each, in that capacity, the “GCI Indemnitee”) from, against and in respect of any Losses arising from or otherwise related to, directly or indirectly, any of the following: