Indemnification Obligations of the Shareholders. (a) The Shareholders shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all Losses arising out of, relating to or resulting from:
Indemnification Obligations of the Shareholders. From and after the Closing, each of the Shareholders, severally and not jointly, will indemnify and hold harmless Shining Sea and its officers, directors, employees, agents and representatives from, against and in respect of any and all Losses arising out of (a) any breach of any representation or warranty made by such Shareholder in this Agreement or (b) any breach of any covenant, agreement or undertaking made by such Shareholder in this Agreement.
Indemnification Obligations of the Shareholders. From and after the Closing, each Shareholder shall, *************************************************** ****************************************************************** indemnify, defend and hold harmless the Purchaser, its Affiliates and their respective officers, directors, employees, agents and representatives (the “Indemnified Parties”) from, against, and in respect any and all claims, liabilities, damages, losses, penalties, fines and judgments wherever arising or incurred, whether or not arising from a third party claim, (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of ********** *************************************************************************** *************************************************************************** ************************************************************************************************. The claims, liabilities, losses, damages, penalties, fines and judgments of the Indemnified Parties described in this Section 9.1 as to which the Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses”.
Indemnification Obligations of the Shareholders. Subject to Sections 9.3, 9.7 and 9.8, from and after the Closing, the Shareholders shall, jointly and severally, indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, and shall grant such Purchaser Indemnified Parties a priority lien on the Company Note and Earn-Out Proceeds, if any, with respect to any and all Losses arising out of or relating to:
Indemnification Obligations of the Shareholders. Subject to the limitations set forth in Section 8.1 and 8.2, the Selling Shareholders will, jointly and severally, indemnify, defend and hold harmless Purchaser, the Companies and each of their respective Affiliates, officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines, Taxes and judgments (at equity or at law) and damages whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
Indemnification Obligations of the Shareholders. (a) Subject to the provisions of this Article XI, each Indemnifying Shareholder shall severally (pro rata in accordance with such Shareholder’s Adjusted Percentage Interest), but not jointly, indemnify, defend and hold harmless the Purchaser Indemnified Parties from, against, and in respect of, any and all claims, liabilities, obligations, damages (including incidental and consequential damages), losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) or diminution of value, whether or not involving a third-party claim, arising, directly or indirectly, out of or relating to:
Indemnification Obligations of the Shareholders. By virtue of the adoption of this Agreement and the approval of the Acquisition by the Shareholders, the Shareholders shall be required, if the Closing occurs and the Acquisition is consummated, to indemnify Cubist, Acquisition Sub, the Company and each of their respective directors, officers, employees, agents, representatives, and other Affiliates with respect to certain matters as shall be set forth in the Shareholders Agreement. The terms and conditions of such indemnification obligation of the Shareholders shall be set forth in the Shareholders Agreement and the Escrow Agreement, and shall be treated as if such terms and conditions were an integral part of the Acquisition such that they are binding on all of the Shareholders to the same extent as any other term or condition applicable or pertaining to the Acquisition that is set forth in the Plan of Arrangement. The terms and conditions of such indemnification obligation of the Shareholders under the Shareholders Agreement and the Escrow Agreement shall be binding on each Shareholder, regardless of whether such Shareholder is a party to the Shareholders Agreement or voted in favor of the Acquisition. Notwithstanding the foregoing provisions of this Section 7.8 or any provision of the Shareholders Agreement to the contrary, (i) the provisions of this Section 7.8 shall not apply to any Shareholder that properly perfects his statutory dissenter's rights pursuant to, and in accordance with, the provisions of Article 3 of the Plan of Arrangement and (ii) in no event shall any Shareholder that is not a party to the Shareholders Agreement have any personal liability for any indemnification obligation that arises under the Shareholders Agreement (it being understood that the sole recourse against such Shareholder to satisfy any indemnification obligation of such Shareholder under the Shareholders Agreement shall be to make a claim against the Escrow Fund pursuant to, and in accordance with, the provisions of the Shareholders Agreement and the Escrow Agreement).
Indemnification Obligations of the Shareholders. Subject to the other provisions of this Article IV, from and after Closing, the Shareholders shall defend, indemnify, and hold the Buyer, the Surviving Corporation and their directors, officers, employees and agents harmless from and against, and shall reimburse the Buyer, the Surviving Corporation, and their directors, officers, employees and agents as applicable (collectively, the "Buyer Indemnified Parties"), with respect to any and all of any and all liabilities, obligations, losses (for avoidance of doubt, including Tax losses), damages (other than consequential or punitive damages), claims, costs and expenses (including reasonable attorneys fees and expenses), awards and judgments ("Losses") incurred by any of them by reason of or arising out of or in connection with any of the following:
Indemnification Obligations of the Shareholders. The Shareholders (and the Company prior to the Closing) shall, jointly and severally, indemnify, defend and hold harmless AQUM and its affiliates, officers, directors, employees, agents and representatives and the heirs, executors, successors and assigns of any of the foregoing (the "AQUM 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) arising out of or relating to:
Indemnification Obligations of the Shareholders. To the extent provided in Section 7.3, the Shareholders agree to indemnify, defend and hold harmless Parent and its subsidiaries and Affiliates (including Sub and the Surviving Corporation), each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Parent Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages (consequential or otherwise) whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) ("Damages") arising out of or relating to:
