Indemnification by Principal Stockholders. Subject to the limitations of this Section 9.1(b) and the conditions and provisions of Sections 9.1(c) and 9.1(e)-(j), and without limiting the rights and obligations of Buyer and the Principal Stockholders pursuant to Article X, the Principal Stockholders agree to indemnify, defend and hold harmless, Buyer, its officers, directors, employees, agents, advisors, representatives and affiliates (collectively, "Buyer Indemnitees") from and against any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and expenses, including, but not limited to, interest, penalties and reasonable attorneys' and accounting fees and disbursements ("Buyer Damages"), asserted against, imposed upon or incurred by any Buyer Indemnitee, directly or indirectly, by reason of, relating to or resulting from (i) any breach of representation or warranty on the part of any person (other than Buyer) contained herein or in any Purchase Agreement (other than those contained in Section 3.2(b)) or any misrepresentation or omission from any certificate, schedule, exhibit, annex, financial statement, document or other instrument or instruments furnished to Buyer hereunder or thereunder or in connection herewith or therewith, (ii) any breach of representation or warranty on the part of the Principal Stockholders contained in Section 3.2(b), (iii) any breach of any covenant or agreement on the part of any person (other than Buyer) contained herein or in any Purchase Agreement or (iv) any assets, liabilities, obligations or other matters not primarily related to the Business. It is specifically understood and agreed by the parties hereto that under no circumstances shall assets and liabilities of Mark I, The Goodson Holding Company, Inc., or GNG as of the date hereof be deemxx "primarilx xxxxxed to" the Business, other than direct assets and direct liabilities of subsidiaries of GNG which are being acquired by Buyer. For purposes of the foregoing, and without limiting the generality thereof, the following liabilities shall be deemed not to relate primarily to the Business: (u) any workmen's compensation liability that is incurred prior to the Closing and which is not covered by the Company's workmen's compensation policies which were in effect at or prior to the Closing; (v) any liabilities incurred by Buyer or its affiliates in connection with events occurring at or prior to the Closing ...
Indemnification by Principal Stockholders. (a) From and after the Effective Time (but subject to Section 9.1(a)), the Principal Stockholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 or in the Stockholders' Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (ii) any breach of any covenant or obligation of the Company or any of the Principal Stockholders (including the covenants set forth in Sections 4 and 5); or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "(ii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9).
Indemnification by Principal Stockholders. Each Principal Stockholder, severally and not jointly, indemnify the Indemnified Parties for and hold them harmless from any and all Losses, paid, suffered, or incurred, sustained or accrued by the Indemnified Parties or any of them, directly or indirectly, resulting from, or arising out of (or, as applicable, consisting of):
Indemnification by Principal Stockholders. Each of the Principal Stockholders severally and not jointly agree to indemnify, defend and hold harmless REFAC against any liabilities, losses, costs, claims, damages, penalties and expenses including reasonable attorneys' fees and expenses and reasonable investigation and litigation costs incurred in relation to the indemnified matter or in enforcing such indemnity ("Losses") relating to or arising out of:
Indemnification by Principal Stockholders. Section 9.3 of the Merger Agreement is hereby amended to the extent necessary to provide that, notwithstanding any other provision of the Merger Agreement, the Principal Stockholders shall not be subject to any claim for indemnification by the Parent under Section 9.3(iii) or arising out of or based upon any Tax Liability arising from the amendments prior to the Closing as reflected in that certain Amendment No. 1 to Services Agreement, dated effective January 1, 1998, between the Company and IMT.
Indemnification by Principal Stockholders. The Principal Stockholders, jointly and severally, agree to indemnify and hold harmless Vianet and its Subsidiaries and Affiliates (including, after the Effective Time, the Surviving Corporation and its SUBSIDIARIES) (COLLECTIVELY, THE "VIANET GROUP"), and the officers, directors and employees of the Vianet Group (other than the Principal Stockholders) and their successors and assigns (all of the foregoing entities and individuals to be referred to hereafter AS THE "VIANET INDEMNIFIED PERSONS") from and against any and all Adverse Consequences that any Vianet Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by:
Indemnification by Principal Stockholders. The Principal Stockholders hereby agree to jointly and severally defend, indemnify and hold harmless Buyer, Parent and their respective directors, officers, employees, agents, successors, assigns and affiliates (collectively, the "Buyer Indemnified Parties") from and against any and all claims, losses, liabilities, damages, deficiencies, assessments, judgments, actions, suits, proceedings, demands, costs and expenses, including reasonable attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this Article VII) (a "Buyer Loss" or collectively, "Buyer Losses"), directly or indirectly caused by, resulting from or arising out of:
Indemnification by Principal Stockholders. (a) The following shall be added after Section 6.4(a)(ii) of the Merger Agreement:
Indemnification by Principal Stockholders. From and after the Effective Time (but subject to Section 9.1(a)), the Principal Stockholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or
Indemnification by Principal Stockholders. (a) Principal Stockholders shall indemnify and hold Parent, Surviving Corporation and their respective stockholders, directors, officers and employees (collectively, the "Parent Indemnified Parties") harmless from and against, and agree to defend promptly each of the Parent Indemnified Parties from and reimburse each of the Parent Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including reasonable attorneys' fees and other legal costs and expenses and increases in insurance premiums directly resulting from recoveries under any insurance policies, with respect to the subject matter of the indemnification claim) (singularly, a "Parent Loss" or, collectively the "Parent Losses") that any of the Parent Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
