Indemnification Obligations of the Sellers. Subject to Sections 10.4, 10.5 and Section 10.7, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) associated with, arising out of or relating to the following (except to the extent that, in each case, any action or inaction of the Purchaser impairs any of the Sellers’ rights under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification or otherwise gives Texaco an excuse not to perform its obligations under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification):
Indemnification Obligations of the Sellers. The Escrow Participants, severally and not jointly, agree to indemnify, defend and hold harmless the MGT Parties and their respective shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “MGT Indemnitees”) from and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense of any nature whatsoever (including, without limitation, any diminution in value of any shares of MGT Common Stock and any interest, penalties, investigation expenses and fees through trial and appeals, and disbursements of counsel and accountants, but excluding incidental, consequential, special, or punitive and treble damages) (collectively, “Losses”) arising out of, based upon or resulting from: (a) the breach of any representation or warranty regarding the Company which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or thereto; (b) any breach or failure to perform any of the covenants, agreements or undertakings of the Company contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or thereto; and (c) any and all costs and expenses (including reasonable legal and accounting fees) incident to the enforcement of these indemnification rights. Each Seller, severally and not jointly, shall save, indemnify and hold harmless the MGT Indemnitees from and against any and all Losses arising out of, based upon or resulting from any breach of any representation or warranty made by such Seller contained in Section 3 of this Agreement and any covenants made by such Seller contained in this Agreement. Notwithstanding anything to the contrary herein, none of Escrow Participants or the Preferred Holders shall have any indemnification obligations to any MGT Indemnitee with respect to (w) the amount value or condition of, or any limitations on, any Tax asset or attribute of the Company (e.g., net operating losses) arising in any Tax period or portion thereof ending on or prior to the Closing Date (each, a “Tax Attribute”), or the ability of MGT or any of its Affiliates (including the Company) to utilize such Tax Attributes after the Closing, or any Losses incurred by reason of any reduction in any of the foregoing, whether such reduction occurs by reason of the carryback or other utilization of such Tax Attribute by the Company, the filing of any amended Tax Return for the Company, the redetermination of the amount of su...
Indemnification Obligations of the Sellers. Notwithstanding the Closing, each of the Sellers covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to:
Indemnification Obligations of the Sellers. Subject to the provisions in this Article 9, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Purchaser and its Affiliates, directors, managers, officers, members, shareholders, partners, employees, agents and representatives (the “Purchaser Indemnitees”) from and against any Losses sustained or incurred by any Purchaser Indemnitee based upon, arising out of, with respect to or by reason of:
Indemnification Obligations of the Sellers. (a) Subject to the provisions of this Article IX, from and after the Closing, the Sellers shall, severally in accordance with their Pro Rata Percentage, and not jointly, indemnify and hold harmless each of the Buyer Indemnified Parties from, against and in respect of any and all Losses arising out of:
Indemnification Obligations of the Sellers. Except to the extent otherwise provided in this Section 8, the Sellers shall indemnify, defend, and hold harmless the Buyer and its officers, directors, employees, and affiliates, and each of the heirs, executors, successors, and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from, against, and in respect of any and all losses arising out of or relating to:
Indemnification Obligations of the Sellers. Subject to the provisions of Sections 10.4 and 10.6 below, the Sellers, jointly and severally (except with respect to Article VI for which the Sellers shall be severally, but not jointly, liable) shall indemnify and hold harmless the Buyer Company, its Affiliates (which shall include for purposes of this Section 10.2, Holdco, the TARGET and its Subsidiaries and their respective successors and assigns), and the respective equity holders, officers, managers, directors, employees and agents of each, and the respective successors and assigns of each (collectively, the “Buyer Indemnitees”) from and after the Closing, in respect of any Damages (subject to the limitations set forth in this Article X) that any Buyer Indemnitee suffers, sustains or becomes subject to as a result of, arising out of, or in connection with: (i) the breach by the Sellers of any of the covenants made by the Sellers in this Agreement or in any other Transaction Documents; (ii) the inaccuracy or the breach by the Sellers of any of the representations and warranties of the Sellers contained in Article VI, VII or VIII (in each case, determined without regard to any qualifications therein referring to “Materiality” “material”, “Material Adverse Effect”, or any other qualifications of similar import or effect, and in the case of representations and warranties set forth in Article VIII only, determined without regard to any qualifications therein referring to “knowledge of the Sellers”); and (iii) any amounts owing by the Sellers to Navigant Capital Advisors or any other broker or finder claiming through or under the Sellers.
Indemnification Obligations of the Sellers. Subject to the provisions of this Article VII, the Seller Parties will, jointly and severally, indemnify, defend and hold harmless the Purchaser and each of its officers, managers, employees, agents and representatives and each of the Affiliates, heirs, executors, successors and assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages actually incurred by a Purchaser Indemnified Party following the Closing Date (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (the “Purchaser Losses”) arising out of or relating to:
Indemnification Obligations of the Sellers. The Founders and, in the case of (i) and (iii) below, the Other Sellers, agree to indemnify, defend and hold harmless the MGT Parties and their respective shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “MGT Indemnitees”) from and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense of any nature whatsoever (including, without limitation, any diminution in value of any shares of Common Stock and any interest, penalties, investigation expenses and fees through trial and appeals, and disbursements of counsel and accountants, but excluding incidental, consequential, special, or punitive and treble damages) (collectively, “Losses”) arising out of, based upon or resulting from: (i) the breach of any representation or warranty of the Sellers which is contained in Article 3 of this Agreement; (ii) the breach of any representation or warranty regarding the Company which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or thereto; (iii) any breach or failure to perform any of the covenants, agreements or undertakings of the Sellers contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or thereto; (iv) the matters set forth on any Schedules delivered pursuant to this Agreement; and (v) any and all costs and expenses (including reasonable legal and accounting fees) incident to the enforcement of the indemnification rights of the MGT Indemnitees under this Section 7.2.
Indemnification Obligations of the Sellers. (a) Subject to the other terms of this Article VI, from and after the Closing, each Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including the Company and its Subsidiaries after the Closing), stockholders, officers, directors, employees and agents, and their respective successors and assigns (collectively, the “Purchaser Indemnitees”), in respect of any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
