Indemnification and Payment of Damages by Shareholders. (a) Shareholders shall indemnify and hold Buyer's Indemnitees harmless from, and shall pay to Buyer's Indemnitees the amount of, all Damages, arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. The Shareholders Jointly and severally will indemnify and hold harmless the Purchaser, and its Representatives, shareholders, controlling persons, and Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of any loss, liability, claim, damage (including all damages to which such party is entitled under applicable laws), or expense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. Each Shareholder, individually and not jointly and severally, will indemnify and hold harmless Celtic and its officers and directors (collectively, the "Indemnified Persons"), and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connect(a) any breach of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement; or (b) any breach by such Shareholder of any covenant or obligation of such Shareholder in this Agreement; provided, however, that if any Shareholder has "Knowledge" of a matter giving rise to a breach of a representation or warranty and the other Shareholder does not have Knowledge of such matter, then the Shareholder without such Knowledge shall not be liable to any extent to any party on account of such breach of representation or warranty.
Indemnification and Payment of Damages by Shareholders. In accordance with Section 10.6, Shareholders will indemnify and hold harmless Buyer, the Surviving Corporation (from and after the Closing) and their respective Representatives and Affiliates (collectively, the "INDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), after taking into account any insurance proceeds collected by the Company, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DAMAGES"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. Shareholders, jointly and severally, will indemnify and hold harmless Buyer, KRI, and their respective Representatives, stockholders, controlling persons, and affiliates (except Shareholders) (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. Subject to the limitations described herein, Shareholders severally, and not jointly, will indemnify and hold harmless THI, the Company and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified ------------------- Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising or resulting ------- from, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. Shareholders, jointly and severally, will indemnify and hold harmless Purchaser, the Company, and their respective Representatives, Shareholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), to the extent such Damages exceed any then currently existing insurance coverage, arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. Subject to the time limitations of Section 11.5 and to the monetary and proportionate share limitations of Section 11.6 hereof, Seller and each Shareholder will indemnify and hold harmless PRG, its Representatives, members, managers, advisors, stockholders, controlling persons and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (excluding consequential and punitive damages sustained directly by the Indemnified Person), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. Except as provided in Sections 10.5 and 10.6, Shareholders shall jointly and severally indemnify and hold harmless Parent, Newco and the Surviving Corporation, and their respective Representatives, shareholders, controlling persons, and affiliates for, and will pay to the such Persons the amount of, any loss, liability, claim, damage, or expense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. Shareholders will indemnify and hold harmless UTG for, and will pay to UTG the amount of, any damages, arising, directly or indirectly, from or in connection with: any breach of any representation or warranty made by Shareholders in this Agreement or any certificate or document delivered by them pursuant to this Agreement; and any breach by Shareholders of any covenant or obligation of Shareholders in this Agreement.
