SHAREHOLDERS' INDEMNIFICATION. Following the Closing, each of the Shareholders, jointly and severally, agrees to protect, defend, indemnify and hold Gateway harmless with respect to any and all claims, demands, suits, actions, administrative proceedings, losses, damages, obligations, liabilities, costs and expenses, including without limitation reasonable legal and other costs and expenses of investigating and defending any actions or threatened actions which arise as a result of or which are related to any active or passive act, omission, occurrence, event or condition that occurred prior to the Closing Date in connection with any misrepresentation or breach of any of the representations, covenants or warranties of the Shareholders contained herein.
SHAREHOLDERS' INDEMNIFICATION. The Shareholders, jointly and severally (subject to the second paragraph of this Section 9.1(b)), agree to indemnify the Surviving Trust and its Subsidiaries and their respective officers, trustees, directors, employees, shareholders, agents and representatives (the “Merger Corp. Indemnitees”) and hold them harmless against any loss, liability, deficiency, diminution in value, damage or expense (including reasonable legal expenses and costs and including interest and penalties) (a “Loss”) which any Merger Corp. Indemnitee may suffer, sustain or become subject to, as a result of (i) the breach or alleged breach by the Company of any representation, warranty, covenant or agreement made by the Company contained in this Agreement or any writing delivered in connection with this Agreement or (ii) any claims of any brokers or finders claiming by, through or under the Company or any or its Subsidiaries. In addition, each Shareholder, severally and not jointly, agrees to indemnify the Merger Corp. Indemnitees and hold them harmless against any Loss which any Merger Corp. Indemnitee may suffer, sustain or become subject to, as a result of (i) the breach or alleged breach by such Shareholder of any representation, warranty, covenant or agreement made by such Shareholder contained in this Agreement or any writing delivered in connection with this Agreement or (ii) any claims of any brokers or finders claiming by, through or under such Shareholder. Anything contained in this Article 9 to the contrary notwithstanding, with respect to claims for breaches or alleged breaches of representations and warranties contained in Article 5 hereof (other than the Excluded Representations), the Shareholders will not be liable for any such Losses hereunder unless and until the aggregate amount of such Losses exceeds $150,000.00 at which time the Shareholders shall be liable for all such Losses from and including the first dollar of any such Losses, but not in excess of an amount equal to $5,000,000.00 for the Shareholders in the aggregate (but in no event in excess of $1,425,000.00 for Xxxxxx); provided, that for Losses as a result of, arising out of, relating to, allocable to, in the nature of, or caused by, breaches of the representations and warranties set forth in the Excluded Representations, the Shareholders will be liable for all such Losses. Claims for indemnification under this Article 9 shall be net of the amount of any recoveries under any insurance policy in connection w...
SHAREHOLDERS' INDEMNIFICATION. (a) Each Shareholder shall, jointly and severally, indemnify and hold harmless Acquirer and its officers, shareholders, directors, agents, affiliates and employees (the "Acquirer Indemnified Parties"), against and in respect of all actions, damages, claims, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by an Acquirer Indemnified Party (all such amounts being hereinafter sometimes referred to as "Damages") arising out of or related to (i) any misrepresentation or breach of any warranty made by any Shareholder pursuant to Section 2 or Section 3 of this Agreement, (ii) the nonperformance or breach of any covenant, agreement or obligation of the Company or Shareholders contained in this Agreement, or (iii) any failure of any Shareholders to have good, valid and marketable title to the issued and outstanding shares of the Company's Common Stock, free and clear of all liens, claims, pledges, options, adverse claims, assessments and charges of any nature whatsoever, or to have the full right, capacity and authority to vote said shares of the Company's Common Stock. There shall be no liability for indemnification under this Section 12.2 unless the aggregate amount of Damages hereunder exceeds Ten Thousand Dollars ($10,000), and then only to the extent such aggregate amount of Damages exceeds $10,000. The liability of Shareholders for Damages hereunder shall be satisfied first from the Escrow Shares. The value of the Parent Shares shall be the Fair Market Value (as defined in Section 12.5) thereof as determined at on the date any such Damages become due and payable.
SHAREHOLDERS' INDEMNIFICATION. Each of the Shareholders shall, jointly and severally, indemnify and hold harmless Acquiror and all such existing and future subsidiaries of Acquiror, including the Acquired Companies Post-Closing (collectively, the "Acquiror Group"), and their respective successors and assigns, and their respective directors, officers, employees, agents and representatives, from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses, including reasonable attorney's fees and court costs, arising out of or caused by, directly or indirectly, any of the following:
SHAREHOLDERS' INDEMNIFICATION. Subject to the limitations set forth in Section 8.5 below, the Shareholders agree to indemnify and hold harmless Bridgeline and its officers, directors, agents and employees to the fullest extent lawful, from and against any and all actions, suits, claims, counterclaims, proceedings, costs, losses, liabilities, obligations, demands, damages, judgments, amounts paid in settlement and reasonable expenses, including, without limitation, reasonable attorneys' fees and disbursements (hereinafter collectively referred to as a "CLAIM," "LOSS" or "LOSSES") suffered or incurred by Bridgeline to the extent relating to or arising out of any inaccuracy in or breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by Seller or the Shareholders herein or the Transaction Documents or failure of any certificate, document or instrument delivered by or on behalf of Seller or the Shareholders pursuant hereto or in connection herewith to be true and correct as of the Closing. Notwithstanding the foregoing, to the extent that Bridgeline receives and collects any insurance proceeds relating to a Claim or Loss covered by insurance purchased by Seller prior to the Closing, then Bridgeline's claim for indemnification hereunder shall be reduced, dollar-for-dollar, by the amount of such proceeds received by Bridgeline for any insurable Claim or Loss.
SHAREHOLDERS' INDEMNIFICATION. Subject to the limitations set forth in Subsections 8.01(G) and 8.01(I), De Both and the Shareholder shall indemnify and hold harmless Bankrate, the Subs, MMIS (after the Closing) and each of their respective Affiliates, directors, officers, employees, agents, attorneys, heirs, legal representatives, successors and assigns (collectively, the "Bankrate Group"), against and in respect of any and all Damages suffered by the Bankrate Group which may arise out of or be in respect of: (i) any breach or violation of this Agreement by MMIS or the Shareholder; (ii) any falsity, inaccuracy or misrepresentation in any MMIS or Shareholder representation, warranty or covenant set forth in this Agreement, any Exhibit or Schedule to this Agreement or in any certificate delivered at or prior to the Closing Date by or on behalf of MMIS, De Both and/or the Shareholder; (iii) any fraud, willful misconduct or criminal acts of MMIS (including any director, officer, employee of MMIS or agent of any such director, officer or employee) or the Shareholder; (iv) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with MMIS (or any Person acting on their behalf) in connection with any of the Transactions, (v) Bankrate not receiving, within seventy-five (75) days of the Closing Date, (1) the necessary financial statements of MMIS, for periods prior to the Closing Date, for any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X and (2) the consent of the accountants that prepared the necessary financial statements to use such financial statements in any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X; or (vi) needing to take action enforcing this Agreement and all actions, suits, proceedings, claims and demands incident to the foregoing. Without limiting the generality of the foregoing, nothing in this Agreement is intended to provide indemnification by De Both and the Shareholder pursuant to this Agreement to any individual or entity that was an Affiliate of MMIS only prior to the Closing or individuals or entities serving only prior to the Closing as managers, officers, members, employees, agents, or attorneys of MMIS or their legal representatives, successors and assigns.
SHAREHOLDERS' INDEMNIFICATION. Shareholders shall protect and indemnify Buyer Indemnified Parties from and against (i) all Taxes of the PHP Group with respect to all Tax periods ending on or before the Closing Date (a “Pre-Closing Tax Period”), including, without limitation, any Taxes resulting from any audit by the IRS or any other Tax Authority of Tax Returns for any such period; (ii) all Taxes of the PHP Group with respect to any Tax period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), but only with respect to the portion of such period up to and including the Closing Date, and (iii) all losses or damages from the breach of any representation and warranty contained in Section 3.14. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, Shareholders shall not be liable for any Taxes to the extent of the amount of Taxes that have been reserved for or appear as a liability on the Closing Balance Sheet in computing Closing Book Value. Shareholders shall be entitled to any refunds of Taxes (including interest) with respect to the Tax periods described in clauses (i) and (ii) of this Section 5.3(c), except to the extent that refunds of Taxes are reflected as an Asset (including in deferred tax assets) on the Closing Balance Sheet.
SHAREHOLDERS' INDEMNIFICATION. (a) Subject to the terms and conditions of Sections 8.04 and 8.05, the Shareholder and Shareholder Principal shall indemnify NIVS and its officers, directors, employees, Affiliates and agents and, upon and after the Closing, HDDC (collectively, “NIVS Indemnified Parties”) and hold each harmless from and against any and all losses, damages, actions, proceedings, causes of action, liabilities, claims, encumbrances, penalties, demands, assessments, settlements, judgments, costs and expenses including court costs and reasonable attorneys’ fees and disbursements (collectively, “Losses”) incurred by NIVS Indemnified Parties in connection with, arising out of, or resulting from any of the following:
SHAREHOLDERS' INDEMNIFICATION. Each of the Shareholders (the "Shareholders Indemnifying Party"), jointly and severally, agree to defend, indemnify and save and hold harmless each of Parent and Sub and their respective affiliates, officers, directors, agents and employees, and each person, if any, who controls or may control Parent within the meaning of the Securities Act of 1933, as amended, (the "Parent/Sub Indemnified Party") from and against any and all Claims, net of any recoveries by the Parent/Sub Indemnified Party under existing insurance policies or indemnities from third parties, arising out of or resulting from: (i) any breach of any representation, warranty, covenant or agreement made by the Shareholders in this Agreement, or in any instrument delivered on the Closing Date by the Shareholders; (ii) any legal, administrative or other proceedings brought by a third party arising out of the transactions contemplated by this Agreement caused by the gross negligence or willful misconduct of the Shareholders; or (iii) any actual or threatened claim, suit, action or proceeding arising out of or resulting from the conduct by Company of its business or operations, or Company's occupancy or use of its properties or assets, prior to the Closing Date.
SHAREHOLDERS' INDEMNIFICATION a. The Shareholder shall indemnify and hold harmless DCX, the Company and their respective Affiliates, directors, officers, employees and agents from and against any losses, liabilities, claims, fines, penalties, actions, settlements, expenses (including reasonable attorneys' fees, court costs, costs of investigation and remediation, and expert witness fees) or damages (collectively, "Losses") relating to or arising out of the breach by the Shareholder of any representation or warranty contained herein or in any certificate required to be furnished by the Shareholder to DCX in connection with the Closing hereunder, or the breach of any covenant or agreement on the part of the Shareholder or the Company.
