Indemnification Obligations of the Shareholders. From and after the Closing, the Shareholders, severally (on a pro rata basis in accordance with their respective ownership interests in the Company as of the Closing), shall indemnify and hold harmless the Purchaser Indemnified Parties from and against, and compensate, reimburse and pay the Purchaser Indemnified Parties for, any and all Losses arising out of or relating to:
Indemnification Obligations of the Shareholders. From and after the Closing, each Shareholder shall, *************************************************** ****************************************************************** indemnify, defend and hold harmless the Purchaser, its Affiliates and their respective officers, directors, employees, agents and representatives (the “Indemnified Parties”) from, against, and in respect any and all claims, liabilities, damages, losses, penalties, fines and judgments wherever arising or incurred, whether or not arising from a third party claim, (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of ********** *************************************************************************** *************************************************************************** ************************************************************************************************. The claims, liabilities, losses, damages, penalties, fines and judgments of the Indemnified Parties described in this Section 9.1 as to which the Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses”.
Indemnification Obligations of the Shareholders. From and after the Closing, each of the Shareholders, severally and not jointly, will indemnify and hold harmless Shining Sea and its officers, directors, employees, agents and representatives from, against and in respect of any and all Losses arising out of (a) any breach of any representation or warranty made by such Shareholder in this Agreement or (b) any breach of any covenant, agreement or undertaking made by such Shareholder in this Agreement.
Indemnification Obligations of the Shareholders. (a) The Shareholders shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all Losses arising out of, relating to or resulting from:
Indemnification Obligations of the Shareholders. Subject to the restrictions and limitations set forth in this Section 9, the Shareholders shall, jointly and severally (in the proportions set forth in Section 9.6), indemnify, defend and hold harmless the Purchaser, the Parent and their respective officers, directors, employees, and affiliates, and each of the 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, and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses), whether or not involving a third-party claim, arising out of or relating to:
Indemnification Obligations of the Shareholders. To the extent provided in Section 10.3, the Shareholders, on a pro-rata basis as defined in Section 10.3(c) and not jointly, agree to indemnify, defend and hold harmless Parent and its subsidiaries and Affiliates (including Sub and the Surviving Corporation), each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Parent 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 (including exemplary or consequential damages) whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) ("Damages") arising out of or relating to:
Indemnification Obligations of the Shareholders. (a) Subject to the limitations on indemnification set forth in Section 8.7 hereof, and without prejudice to the right of Purchaser (i) to bring an action for and recover damages with respect to any breach of Section 5 and (ii) to recover under the terms of the Deed of Tax Covenant, from and after the Closing Date, the Shareholders shall jointly and severally indemnify and hold harmless Purchaser, the Company and any of their Affiliates (sometimes referred to collectively in this Section 8 as "Purchaser"), and their respective successors and assigns, from and against any and all amounts due, payable or paid by Purchaser or the Company with respect to any and all Liabilities of the Company, Proceedings, Judgments, obligations, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses (including, but not limited to, reasonable attorneys' fees) of the Company to the extent attributable to any period ending on or prior to the Closing Date, and then only to the extent such amounts are not recorded as current liabilities on the Closing Date Balance Sheet.
Indemnification Obligations of the Shareholders. From and after the Closing Date, and to the extent provided in this Article 8, all Shareholders (other than holders of Dissenting Shares) hereby jointly and severally indemnify, defend and hold harmless Parent and its subsidiaries and Affiliates (including Sub, the Company and the Surviving Corporation), each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Parent 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 whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
Indemnification Obligations of the Shareholders. The Shareholders (and the Company prior to the Closing) shall, jointly and severally, indemnify, defend and hold harmless AQUM and its affiliates, officers, directors, employees, agents and representatives and the heirs, executors, successors and assigns of any of the foregoing (the "AQUM 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) arising out of or relating to:
Indemnification Obligations of the Shareholders. Following the Closing, each of the Shareholders shall, jointly and severally, indemnify, defend and hold harmless Parent, Merger Sub, LLC, the Company and the Surviving Entity, and each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”), from, against and in respect of, and compensate and reimburse them for, any and all demands, claims, suits, proceedings, Liabilities, obligations, losses, fees, costs, expenses, penalties, fines and judgments (at equity or at law) and damages (including amounts paid in settlement, reasonable costs of investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”), arising out of or relating to any of the following:
