Indemnity by Shareholders. Each Shareholder shall, severally and not jointly,
Indemnity by Shareholders. Notwithstanding any disclosure in this Agreement (including the Schedules), or otherwise and except as set forth in Section 8.7 and subject to Section 8.8, from and after the Closing, the Shareholders, jointly and severally, shall indemnify, save and hold harmless, release and discharge the Purchaser, the Company, the Subsidiaries, their respective affiliates and their respective lenders, and all of their respective officers, directors, stockholders (other than the Shareholders), agents, representatives, consultants, employees and Affiliates, and all of their respective heirs, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all damages (including exemplary damages and penalties), charges or costs (including attorneys' fees and court costs) and other liabilities of any kind, including, without limitation, Environmental Liabilities (collectively referred to in this Agreement as "Damages"), as a result of, caused by, arising from, out of or in any manner connected with or based on (a) the breach of any covenant of any of the Shareholders or the failure by the Shareholders to perform any obligation of any of the Shareholders contained in this Agreement or in any of the Agreements, documents or instruments required to be executed and delivered by any of the Shareholders in connection with the transactions contemplated by this Agreement, (b) any inaccuracy in or breach of any representation or warranty of the Shareholders under his Agreement or any agreement, document or instrument required to be executed and delivered by any of the Shareholders in connection with the Transactions contemplated in this Agreement, (c) all acts, omissions, events, conditions or circumstances involving or related to the assets, Properties, current or former employees, businesses or operations of the Company, any of the Subsidiaries or any of the respective predecessors (whether presently or previously owned or operated) commencing, occurring or existing on or prior to the Closing Date (including, without limitation, the effects thereof after the Closing Date), and (d) any Taxes that are the responsibility of the Shareholders under Article VII and particularly for greater clarity, (1) the responsibility of the Selling Shareholders with respect to any representation relating to title or ownership of shares will extend to thirty (30) years from the date the Purchaser is apprised of any default relating thereto; (2) the respo...
Indemnity by Shareholders. Shareholders shall jointly and severally indemnify and hold harmless Purchasers, Company, and their respective employees, officers, directors, attorneys, agents and representatives (the "Purchaser Indemnified Parties") from and against any costs or expenses (including attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages (collectively, "Losses" ) that are the result of, arise out of or relate to any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Shareholders in this Agreement. Following payment to Purchasers or any of the Purchaser Indemnified Parties of any such Losses, each Shareholder shall have the right of contribution against the other Shareholder to recover any sums paid by a Shareholder in excess of his respective Shareholder's Percentage.
Indemnity by Shareholders. The Shareholders, jointly and severally, agree to indemnify CollaGenex on CollaGenex’s first written demand and hold CollaGenex harmless from any loss, damage, obligation, liability, cost or expense incurred because of:
Indemnity by Shareholders. The Shareholders hereby jointly and severally agree to indemnify and hold SFC and MSC harmless from any Liabilities or Losses (as defined herein) (including reasonable attorney's fees and all reasonable costs of investigation and defense) resulting from:
Indemnity by Shareholders. The Shareholders agree, jointly and severally, to indemnify, to defend and hold harmless the Company and Lithia and its respective successors and assigns (the "Lithia Indemnified Parties") from and against any Claims. The Shareholders agree that all valid Claims may be set off against the outstanding balance of any note in accordance with the terms of the promissory note set forth in Exhibit 5.2. Claims, as used in this Section 13.1, include any claims, damages, liabilities, penalties, actions, suits, proceedings, demands, assessments, costs and expenses, including reasonable attorneys fees and expenses of investigation, incurred by Lithia Indemnified Parties arising from or related to (i) any breach of any representation, warranty, covenant or agreement made by the Company or the Shareholders in this Agreement, (ii) any debts, liabilities, or obligations of any nature (whether absolute, accrued, contingent, or otherwise and whether due or to become due) of the Company occurring or existing before Closing that are not reflected in the Balance Sheet, except as may be set forth on Schedule 13.1 attached hereto, if any, to the extent payment of the same is not paid by a policy of insurance held by the Lithia Indemnified Parties (iii) any condition, activity or event, caused in whole or in part, or engaged in, by the Company and that existed or occurred prior to the Audit Date, except to the extent the same is set forth on Schedule 13.1 attached hereto, if any, to the extent payment of the same is not paid by a policy of insurance held by the Lithia Indemnified Parties, (iv) the infringement or claimed infringement by the Company on the rights or claimed rights of any person or entity under or in respect to any intellectual property, (v) any payment required of the Company after the Audit Date under the Recourse Contract Liabilities, and (vi) any tax audit of the Company by any federal, state, or local taxing authority for any time period prior to the Closing Date.
Indemnity by Shareholders. Each Shareholder shall, severally and not jointly, (i) indemnify and hold harmless the Company, any officer, director, employee or agent of the Company, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any Losses to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Document, or arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made,) not misleading, and (ii) reimburse each indemnified party for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or action, including any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected with the prior written consent of such Shareholder; provided, however, that such indemnification or reimbursement shall be payable only if, and to the extent that, any Losses arise out of or are based upon an untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to the Company by such Shareholder expressly for use in the preparation thereof.
Indemnity by Shareholders. To the extent that any Shareholder includes any Netvoice Stock in a registration pursuant to SECTION 9.1 hereof, such Shareholder agrees to furnish to Parent such information concerning him or her as may be requested by Parent and which is necessary in connection with any registration or qualification of the Registrable Shares and to indemnify Parent against all claims, losses, damages, liabilities and expenses resulting from (i) the utilization of any such information furnished in writing to Parent for use therein and used in accordance with such writing; and (ii) claims, losses, damages, liabilities and expenses resulting from transactions involving offers or sales occurring during a period in which Parent shall have notified such Shareholder to refrain from making offers or sales due to misstatement or omissions; provided, however, that the liability of each Shareholder hereunder shall be limited to the proportion of any such claims, losses, damages, liabilities or expenses which are equal to the proportion that the public offering price of the shares sold by such Shareholder under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the proceeds received by such Shareholder from the sale of Netvoice Stock covered by such Registration Statement.
Indemnity by Shareholders. Each Shareholder joining in a registration shall, severally and not jointly,
Indemnity by Shareholders. Subject to the terms and conditions of this Section 9, each Shareholder shall indemnify and hold R-Tec harmless from and against all demands, claims, causes of action, assessments, including any Federal or state tax audits, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and any expenses incident to the investigation or enforcement of this Section 10 (collectively, "Losses"), that R-Tec or its directors, officers, employees, shareholders, representatives and agents may suffer, sustain or become subject to by reason of or arising out of any Event of Breach (as hereinafter defined).
