Indemnification Obligations of the Sellers. Subject to Sections 10.4, 10.5 and Section 10.7, the Sellers shall, jointly and severally, indemnify, defend and hold harmless the Purchaser 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) associated with, arising out of or relating to the following (except to the extent that, in each case, any action or inaction of the Purchaser impairs any of the Sellers’ rights under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification or otherwise gives Texaco an excuse not to perform its obligations under the Texaco Agreement with respect to the specific matter for which the Purchaser claims a right to indemnification):
Indemnification Obligations of the Sellers. Except to the extent otherwise provided in this Section 8, the Sellers shall indemnify, defend, and hold harmless the Buyer and its officers, directors, employees, and affiliates, and each of the heirs, executors, successors, and assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from, against, and in respect of any and all losses arising out of or relating to:
Indemnification Obligations of the Sellers. (a) Subject to the survival provisions of Section 11.1, the Sellers severally, but not jointly, will indemnify the Buyer and its Affiliates, stockholders, officers, directors, employees, agents, representatives and permitted successors and assigns (collectively, the “Buyer Indemnitees”) in respect of, and save and hold each Buyer Indemnitee harmless against and pay on behalf of or reimburse each Buyer Indemnitee as and when incurred, any Loss, other than Losses to the extent recoverable by the Buyer under any insurance policy and net of the present value of any tax benefit to the Buyer as a result of such Loss, which any Buyer Indemnitee suffers, sustains or becomes subject to as a result of, in connection with, relating or incidental to or by virtue of, (i) any misrepresentation or breach of any representation or warranty (other than misrepresentations or breaches of representations and warranties in each case which would constitute fraud), (ii) any nonfulfillment or breach of any covenant or agreement by the Sellers set forth in this Agreement or any certificate or other instrument or document furnished to the Buyer by the Sellers or the Company pursuant to this Agreement, or (iii) arising from the matters set forth on Sections 3.1(b)(iii), 3.11(a) and 3.14(a) of the Seller Disclosure Schedule; provided, however, (A) the Sellers shall not have any liability under this Section 11.2 unless the aggregate of all Losses relating thereto for which the Buyer would, but for this Section 11.2 be liable exceeds on a cumulative basis an amount equal to $250,000 (the “Deductible”) (but upon reaching the Deductible, the Sellers shall be solely liable for any Losses in excess of the Deductible) and (B) the maximum amount for which the Sellers shall be liable under this Section 11.2 shall not exceed in the aggregate $2,000,000 (the “Maximum”), provided, further, that following the second anniversary of the Closing Date (the “Two Year Anniversary Date”), the Maximum shall not exceed (A) $1,000,000, minus (B) the amount of Losses, if any, for which the Sellers are responsible and the Buyer has made a claim prior to the Two Year Anniversary Date. For greater certainty, in no event shall any individual Seller be liable under this Section 11.2 for any amount in excess of the amount which is equal to the product of (X) the Maximum less the Deductible, and (Y) the percentage of the Purchase Price paid to such Seller hereunder. 37
Indemnification Obligations of the Sellers. Subject to the provisions of this Article IX, from and after the Closing, the Sellers shall indemnify, defend and hold harmless each of the Buyer Indemnified Parties from, against and in respect of any and all Losses arising out of or relating to the following:
Indemnification Obligations of the Sellers. Notwithstanding the Closing, each of the Sellers covenants and agrees to indemnify, defend and hold Purchaser and its Affiliates, directors, managers, officers, employees, equityholders, successors and assigns (collectively, the “Purchaser Indemnitees”) harmless from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”) sustained or incurred by any Purchaser Indemnitee arising from or related to:
Indemnification Obligations of the Sellers. The Escrow Participants, severally and not jointly, agree to indemnify, defend and hold harmless the MGT Parties and their respective shareholders, officers, directors, managers, representatives, agents, employees and Affiliates (collectively, the “MGT Indemnitees”) from and against any claim, suit, action, liability, loss, damage, deficiency, fee, cost or expense of any nature whatsoever (including, without limitation, any diminution in value of any shares of MGT Common Stock and any interest, penalties, investigation expenses and fees through trial and appeals, and disbursements of counsel and accountants, but excluding incidental, consequential, special, or punitive and treble damages) (collectively, “Losses”) arising out of, based upon or resulting from: (a) the breach of any representation or warranty regarding the Company which is contained in this Agreement, any other Transaction Agreement or any exhibits or schedules hereto or thereto; (b) any breach or failure to perform any of the covenants, agreements or undertakings of the Company contained in this Agreement, any other Transaction Agreement or any exhibit or schedule hereto or thereto; and (c) any and all costs and expenses (including reasonable legal and accounting fees) incident to the enforcement of these indemnification rights. Each Seller, severally and not jointly, shall save, indemnify and hold harmless the MGT Indemnitees from and against any and all Losses arising out of, based upon or resulting from any breach of any representation or warranty made by such Seller contained in Section 3 of this Agreement and any covenants made by such Seller contained in this Agreement. Notwithstanding anything to the contrary herein, none of Escrow Participants or the Preferred Holders shall have any indemnification obligations to any MGT Indemnitee with respect to (w) the amount value or condition of, or any limitations on, any Tax asset or attribute of the Company (e.g., net operating losses) arising in any Tax period or portion thereof ending on or prior to the Closing Date (each, a “Tax Attribute”), or the ability of MGT or any of its Affiliates (including the Company) to utilize such Tax Attributes after the Closing, or any Losses incurred by reason of any reduction in any of the foregoing, whether such reduction occurs by reason of the carryback or other utilization of such Tax Attribute by the Company, the filing of any amended Tax Return for the Company, the redetermination of the amount of su...
Indemnification Obligations of the Sellers. (a) Subject to the other terms of this Article VI, from and after the Closing, each Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including the Company and its Subsidiaries after the Closing), stockholders, officers, directors, employees and agents, and their respective successors and assigns (collectively, the “Purchaser Indemnitees”), in respect of any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:
Indemnification Obligations of the Sellers. The Sellers shall, jointly and severally, defend, indemnify, save and keep harmless the Purchaser (including their officers and directors) and its Affiliates and their respective heirs, successors and assigns (each, a “Purchaser Indemnified Party”) against and from any Damages sustained or incurred by any Purchaser Indemnified Party resulting from or arising out of or by virtue of:
Indemnification Obligations of the Sellers. From and after the Closing, subject to Section 6.2(c) below and the other limitations set forth herein, the Sellers shall, severally and jointly, indemnify the Purchaser and its Affiliates (including the Company) and their respective shareholders, partners, officers, directors, employees, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Purchaser Indemnified Parties as and when incurred for any loss, Liability, Action, cause of action, cost, damage or expense, Tax or diminution in value, whether or not arising out of Third Party Claims (including interest, penalties, reasonable attorneys’, consultants’ and experts’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses”), which any such Purchaser Indemnified Party may suffer as a result of:
Indemnification Obligations of the Sellers. Subject to the other terms and conditions of this Article 11, the Sellers, jointly and severally, shall indemnify and defend each of the Buyer and its Affiliates (including the Company) (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, any Buyer Indemnified Party based upon, arising out of, with respect to, or by reason of: 50
