Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Buyer and its respective Representatives, stockholders, and Related Persons (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 the Company. The Company will indemnify and hold harmless the Investor and its Representatives, partners, controlling persons, and Affiliates and each of their respective Representatives (collectively, the "Company Indemnified Persons") from and against, and will pay to the Company Indemnified Persons the amount of, any and all losses, liabilities, claims, damages, or expenses (including costs of investigation, defense, litigation 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 the Company. The Company will indemnify and hold harmless Purchaser and its 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 or expense (including reasonable attorneys' fees and expenses) or diminution of value (collectively, "Damages") actually incurred by the Indemnified Persons, arising, directly or indirectly, from or in connection with: (a) any breach of any representation or warranty specifically made by the Company in this Agreement; (b) any breach by the Company of any covenant or obligation of the Company specifically contained in this Agreement; (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the Company (or any Person acting on behalf of the Company) in connection with any of the transactions contemplated hereby. A diminution of the value of Purchaser's holdings of the Company's Common Stock will be included in the definition of Damages actually incurred in the preceding sentence if and to the extent that, but only if and to the extent that, it can be established that such diminution of value was caused by one or more events or conditions which also constitute one or more of the matters referred to in clauses (a), (b) and (c) of this Section 6.2. The remedies provided in this Section 6.2 will be the sole remedies available to Purchaser and the other Indemnified Persons with respect to the matters referred to in clauses (a), (b) and (c) of this Section 6.2, provided that the foregoing shall not limit any right to specific performance or injunctive relief that a party may otherwise have.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless HomeCom, and will pay to HomeCom the amount of any damages arising, directly or indirectly, from or in connection with third party claims with respect to (a) any material breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement or (b) any material breach by the Company of any agreement, covenant or obligation of the Company in this Agreement. Any indemnity pursuant to this Section 9.3 shall only be available to the extent that such damages pursuant to (a) or (b) above exceed $25,000 in aggregate.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Xxxxxxxx, and will pay to Xxxxxxxx the amount of any damages arising, directly or indirectly, from or in connection with third party claims with respect to (a) any material breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement or (b) any material breach by the Company of any agreement, covenant or obligation of the Company in this Agreement. Any indemnity pursuant to this Section 10.3 shall only be available to the extent that such damages pursuant to (a) or (b) above exceed $25,000 in aggregate.
Indemnification and Payment of Damages by the Company. After the Closing, each of Parent and its respective directors, officers, stockholders, accountants, agents and employees, affiliates and their respective heirs, successors and assigns (each a “Parent Indemnified Party”) shall be fully indemnified, held harmless and reimbursed from and against any and all proceedings, charges, complaints, judgments, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, Taxes, Liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Damages”), caused by or arising, directly or indirectly, out of:
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Buyer and its Representatives, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer 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 the Company. The Company will indemnify and hold harmless the Investors and its controlling persons and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage or expense (including reasonable attorneys' fees and expenses) (collectively, "Damages") actually incurred by the Indemnified Persons, arising, directly or indirectly, from or in connection with: (i) any representation or warranty specifically made by the Company in this Agreement which is qualified as to materiality not being true and correct as of the date hereof and any Closing Date, and any representation or warranty specifically made by the Company in this Agreement which is not so qualified not being true and correct in all material respects as of the date hereof and any Closing Date, or (ii) any breach by the Company of any covenant or obligation of the Company specifically contained in this Agreement. The remedies provided in this Section 9.08 will be the sole remedies available to the Investors and the other Indemnified Persons with respect to the matters referred to in this Section 9.08, provided that the foregoing shall not limit any right to terminate this Agreement, specific performance or injunctive relief that a party may otherwise have. (b) Indemnification and Payment of Damages by the Investors. Each Investor severally, but not jointly, will indemnify and hold harmless the Company, and will pay to the Company the amount of any Damages actually incurred by the Company, arising, directly or indirectly, from or in connection with (i) any representation or warranty specifically made by such Investor in this Agreement which is qualified as to materiality not being true and correct as of the date hereof and any Closing Date, and any representation or warranty specifically made by such Investor in this Agreement which is not so qualified not being true and correct in all material respects as of the date hereof or any Closing Date, or (ii) any breach by the Investors of any covenant or obligation of such Investor specifically contained in this Agreement. The remedies provided in this Section 9.08 will be the sole remedies available to the Company with respect to the matters referred to in this Section 9.08, provided that the foregoing shall not limit any right to terminate this Agreement, specific performance or injunctive relief that a party may otherwise have. (c)
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Kennilworth and its partners, officers, employees, agents, advisors or other representatives (the "Kennilworth Representatives") and will pay to Kennilworth and the Kennilworth Representatives the amount of any damages (including, without limitation, any and all attorneys' fees and expenses) arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement, (b) any Breach by the Company of any covenant or obligation of the Company in this Agreement, or (c) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with the Company (or any person acting on its behalf) in connection with any of the transactions contemplated by this Agreement.
Indemnification and Payment of Damages by the Company. SELLING SHAREHOLDERS AND THE TRUSTS
