Shareholders Agreement to Indemnify. Subject to the limitations in this Article 8, the Shareholders, severally and jointly, agree to indemnify and hold harmless Quepasa and Merger Sub and their respective directors, officers, employees and agents from and against all proceedings, judgments, decrees, demands, claims, actions, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and costs (collectively referred to as "Losses") asserted against or incurred by Quepasa, Merger Sub or their respective directors, officers, employees or agents resulting from a breach of any covenant, agreement, representation or warranty of Credito or the Shareholders contained in this Agreement or the exhibits hereto.
Shareholders Agreement to Indemnify. (a) Subject to the limitations in this Article 8, the AeroAstro Shareholders, jointly and severally, agree to indemnify and hold harmless Radyne and AeroAstro and their respective directors, officers, employees and agents (the “Radyne Indemnitees”) from and against all proceedings, judgments, decrees, demands, claims, actions, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs (individually referred to as a “Loss”, and collectively referred to as “Losses”) asserted against or incurred by the Radyne Indemnitees resulting from (i) a breach by AeroAstro or the Principal Shareholders of any representation or warranty set forth in Article 3 or the certificates, exhibits or schedules attached hereto or delivered hereunder; (ii) a breach of any covenant or agreement of AeroAstro in this Agreement; (iii) the AeroAstro Shareholders’ expenses in connection with this Agreement and the transactions contemplated herein; and (iv) any claim arising out of or based on the respective equity ownership of the AeroAstro Shareholders or the allocation and distribution of the consideration set forth in this Agreement, including, without limitation, the allocation and management of the Expense Fund by the Shareholders’ Representative.
Shareholders Agreement to Indemnify. (a) Subject to the limitations in this Article 8, the Shareholders, jointly and severally, agree to indemnify and hold harmless Radyne and Merger Sub and their respective directors, officers, employees and agents from and against all proceedings, judgments, decrees, demands, claims, actions, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs (collectively referred to as “Losses”) asserted against or incurred by Radyne, Merger Sub or their respective directors, officers, employees or agents resulting from (i) a breach of any covenant, agreement, representation or warranty of Xicom or the Xicom Shareholders contained in this Agreement or the exhibits or schedules hereto; (ii) any lawsuit, open tax matter, employee dispute or other similar contingency disclosed on a schedule (or that should have been disclosed on a schedule or in the Financial Statements) in excess of litigation, tax or related reserves; or (iii) any claim based on the respective equity ownership of the Xicom Shareholders or the allocation of the consideration set forth in this Agreement; provided, however, that any liability of a Shareholder for such Shareholder’s breach of his non-disclosure and non-compete agreement delivered under Section 7.3(f) shall be several and not joint.
Shareholders Agreement to Indemnify. Subject to the limitations in this Article IX, WiFiMed and Merger Sub and their respective directors, officers, employees and agents shall be indemnified, defended, protected and held harmless from and against all proceedings, judgments, decrees, demands, claims, assessments, actions, penalties, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, costs and expenses of investigation (collectively referred to as "Losses") incurred by WiFiMed, Merger Sub or their respective directors, officers, employees or agents resulting from a breach of any covenant, agreement, representation or warranty of the Company contained in this Agreement or the exhibits hereto,.
Shareholders Agreement to Indemnify. (a) Subject to the limitations in this Article 7, by approval of this Agreement, each of the LiveDeal Shareholders (other than holders of Dissenting Shares) agree to severally, and not jointly, in accordance with their respective pro rata share of the aggregate of the total number of Merger Shares payable to the LiveDeal Shareholders hereunder, plus the number of shares of YP Common Stock issuable pursuant to Section 4.5 (the “Pro Rata Portion”), indemnify and hold harmless YP and Merger Sub and their respective directors, officers, employees and agents (“Indemnified Persons”) from and against all proceedings, judgments, decrees, demands, claims, actions, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs (individually referred to as a “Loss”, and collectively referred to as “Losses”) incurred by YP, Merger Sub or their respective directors, officers, employees or agents resulting from (i) a breach by LiveDeal or the Principal Shareholder of any representation or warranty set forth in Article 3 or the exhibits or schedules hereto; (ii) a breach of any covenant or agreement of LiveDeal or Principal Shareholder contained in this Agreement; (iii) any claim or cost incurred relating to the indemnification of current or former directors or officers of LiveDeal; or (iv) any claim related to Dissenting Shares, dissenting LiveDeal Shareholders or compliance or failure to comply with applicable California Law relating to dissenters’ rights or appraisal rights in excess of $500,000.
Shareholders Agreement to Indemnify. 55 11.2 Buyer's Agreement to Indemnify . . . . . . . . . . . . 57 11.3
Shareholders Agreement to Indemnify. Subject to the ------------------------------------ limitations set forth in Paragraph 11.3 and 11.4 hereof, the Principal Shareholders jointly and severally agree (and the Minority Shareholders severally agree, to the limited extent described below) to indemnify and hold harmless Buyer and Presto, and their respective directors, officers, shareholders, employees, and agents ("Buyer's Affiliates"), from and against any and all damages, losses, liabilities, obligations, costs and expenses, and any and all claims, demands or suits (by any person or entity, including without limitation any Governmental Entity), including without limitation the costs and expenses of any and all actions, suits, proceedings, demands, assessments, judgments, settlements and compromises relating thereto and including reasonable attorneys' fees and expenses in connection therewith (herein "Claims" and "Indemnified Claim") which Buyer or Presto, or any of their directors, officers, shareholders, or employees may suffer, or to which any of them may become subject, arising out of:
Shareholders Agreement to Indemnify
