Obligation of the Shareholders to Indemnify. Subject to the limitations contained in Article V and Section 6.04 hereof, each Shareholder severally agrees to indemnify, defend and hold harmless Purchaser (and its Affiliates, successors and assigns and their respective officers and directors) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ fees and disbursements, but offset by any proceeds from insurance and taking into account the present value of any tax savings to Purchaser or any Company resulting from such losses, liabilities, damages, deficiencies, costs or expenses) (“Losses”) based upon, arising out of or otherwise in respect of any material inaccuracy in or any breach of any representation, warranty, covenant or agreement of such Shareholder contained in this Agreement.
Obligation of the Shareholders to Indemnify. Subject to the time limitations set forth in Section 10.1 below, the Shareholders agree to indemnify, defend and hold harmless Security National and its respective directors, officers, employees, agents, subsidiaries, affiliates, successors and assigns, from and against all losses, liabilities, claims, damages, deficiencies, costs and expenses, including without limitation interest, penalties and attorneys' fees and disbursements (collectively, the "Losses" and singularly, a "Loss"), based upon, arising out of or otherwise related to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Southern Security or the Shareholders contained in this Agreement or in any document or other papers delivered pursuant to this Agreement, including the Southern Security Financial Statements, and in respect of any third party claim made based upon facts alleged which, if true, would have constituted any such inaccuracy or breach. For purposes of this Agreement, Security National shall be deemed to have suffered a Loss if and to the extent that such Loss has been suffered by Southern Security. Notwithstanding the foregoing, the time limitations set forth in Section 10.1 below do not apply to the Shareholders’ tax obligations set forth in Section 3.18 hereof.
Obligation of the Shareholders to Indemnify. Each of the Shareholders, severally and not jointly, agrees to indemnify, defend and hold harmless Jaguar and its shareholders as of the date of this Agreement and their respective directors, officers, heirs, legal representatives, successors and assigns, from and against all losses, liabilities, damages, deficiencies, actions, suits, proceedings, claims, demands, orders, assessments, amounts paid in settlement, fines, and reasonable costs and expenses (including interest, penalties and reasonable attorneys' fees and disbursements and reasonable investigative costs) (collectively, "Losses") based upon, arising out of or otherwise in respect of (i) any breach in any of the representations and warranties of such Shareholder or the Company in this Agreement and (ii) any breach or non-fulfillment of any of the covenants or agreements of such Shareholder or the Company contained in this Agreement.
Obligation of the Shareholders to Indemnify. The Shareholders, jointly and severally, shall indemnify, defend and hold harmless the Purchaser, its successors in interest and its affiliates and assigns from and against any losses, liabilities, damages or deficiencies (including interest, penalties and reasonable attorneys' fees) ("Losses") based on, arising out of or due to an inaccuracy in, or breach of, any of the representations, warranties and agreements of the Shareholders contained in this Agreement.
Obligation of the Shareholders to Indemnify. (a) Subject to the provisions of Section 6.5, each Shareholder, severally (it being understood that no Shareholder shall be liable under the provisions of this Section 6.2 as to any representation, warranty and covenant made by any other Shareholder concerning such other Shareholder or the Shares owned by it), agrees to indemnify, defend and hold harmless DHT and the Surviving Corporation (and their respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by DHT or the Surviving Corporation or any of the foregoing persons arising out of (i) any breach of the representations and warranties of CoMed or the Shareholders contained in this Agreement or in the Schedules or any Transaction Document, (ii) any breach of the covenants and agreements of CoMed or the Shareholders contained in this Agreement or in the Schedules or any Transaction Document, (iii) any Environmental Liabilities, (iv) any Merger Claims and (v) any Excluded Tax Liabilities.
Obligation of the Shareholders to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 9, the Shareholders agree to indemnify, defend and hold harmless DirectView to the extent provided for herein from and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.
Obligation of the Shareholders to Indemnify. The Shareholders agree to indemnify, defend and hold harmless Emporia (and their respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Emporia, or any of the foregoing persons arising out of any breach of the representations and warranties of the Shareholders contained in this Agreement, or of the covenants and agreements contained in this Agreement or in the Schedules or any other Transaction Document.
Obligation of the Shareholders to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 8, the Shareholders agrees to indemnify, defend and hold harmless AMCO to the extent provided for herein from and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement.
Obligation of the Shareholders to Indemnify. Subject to the limitations contained in Article VIII and Article IX hereof, the Shareholders, jointly and severally, agree to indemnify, defend and hold harmless the Purchaser (and their Affiliates, successors and assigns and their respective officers and directors) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements, but offset by any proceeds from insurance and taking into account the present value of any tax savings to the Purchaser or the Seller resulting from such losses, liabilities, damages, deficiencies, costs or expenses) (collectively, "Losses") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller or the Shareholders contained in this Agreement (except that the failure to include any liability directly related to an Asset acquired by the Seller on or before June 30, 1998 which is not set forth on the Latest Balance Sheet shall not be deemed to be a breach of Section 5.6(a) hereof), (ii) any regulating or licensing obligations of the Seller arising on or prior to the Closing Date, (iii) any Taxes incurred by the Seller with respect to items attributable to periods prior to the Closing Date, (iv) any subsequent adjustment by any Taxing Authority with respect to items attributable to periods prior to the Closing Date or (v) any warranty of the Seller attributable to any repair or replacement work completed by the Seller prior to the Closing Date which, individually or in the aggregate, is in excess of the amount of the warranty reserves as set forth on the Closing Date Financial Statements referred to in Section 11.7 hereof.
Obligation of the Shareholders to Indemnify. The Shareholders jointly and severally agree to indemnify ePlus against, and hold ePlus harmless from, all Losses asserted against, imposed upon or incurred by ePlus by reason of, resulting from, arising out of, based upon or otherwise in respect of the following notwithstanding any actual or alleged negligence of ePlus:
