Indemnification of the Shareholders. (a) Subject to Section 10.4, Fenix agrees to indemnify the Shareholders against and hold each of them harmless from:
Indemnification of the Shareholders. Purchaser shall indemnify and hold the Shareholders harmless from, against, for and in respect of:
Indemnification of the Shareholders. Holdings, Sub and the Acquired Entities jointly and severally, agree to hold harmless, defend and indemnify each Shareholder (each, a “Shareholder Indemnitee”) from and against any and all damage, loss, liability and expense, net of any realizable Tax benefit (including without limitation (A) reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses in connection with any action, suit or proceeding, (B) any fees and expenses in connection with the retention of counsel to pursue insurance coverage, (C) any amounts paid to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if any, or the claimant, and (D) all amounts not covered by insurance incurred or suffered by any the Shareholders) arising out of (i) any inaccuracy or breach of the representations, warranties, covenants or agreements of Holdings or Sub set forth in this Agreement or (ii) any failure by Holdings or Sub to perform or comply with any covenant contained in this Agreement that is required to be performed or complied with by Holdings or Sub as set forth in this Agreement (collectively, the “Shareholder Indemnifiable Damages”). Notwithstanding the foregoing, neither Holdings, Sub nor any of the Acquired Entities shall be obligated to indemnify any Shareholder Indemnitee for Shareholder Indemnifiable Damages (x) prior to the Shareholders, in the aggregate, satisfying the Indemnification Threshold or (y) in an amount that exceeds in the aggregate the Indemnification Cap; provided, however, that neither the Indemnification Threshold nor the Indemnification Cap shall apply to any Shareholder Indemnifiable Damages resulting from or attributable to any breach of the covenants made by Holdings and its Affiliates under Section 8.8(c) of this Agreement, if such breach arises as a result of the intentional misconduct or gross negligence of Holdings and/or its Affiliates. No Shareholder Indemnitee may obtain indemnification for any Shareholder Indemnifiable Damages to which this Section 10.3 relates unless such Shareholder Indemnitee makes a claim for indemnification within the Indemnification Period defined in Section 11.1.
Indemnification of the Shareholders. Subject to the limitations set forth in Section 10.6, GRLC shall indemnify and hold the Shareholders and their respective Affiliates, employees, agents, successors and assigns (collectively, the "Shareholder Indemnitees") harmless from, against and in respect of any and all Damages and amounts paid in settlement pursuant to Section 10.4 (collectively, "Shareholder Indemnified Losses") suffered or incurred by any Shareholder Indemnitees by reason of or arising out of:
Indemnification of the Shareholders. The DoveBid Companies hereby ----------------------------------- jointly and severally agree to indemnify the Shareholders and to hold each of them harmless from and against any and all Damages:
Indemnification of the Shareholders. SEI shall indemnify and hold harmless the Shareholders pro rata in accordance with their holdings of shares of Company Common Stock as of the Closing (each an "Indemnified Party") from and against any and all Losses reasonably incurred by such Indemnified Party as a result of:
Indemnification of the Shareholders. The Purchaser ----------------------------------- agrees, subject to the other terms and conditions of this Agreement and without gross-up for Taxes, to defend, indemnify and hold harmless the former directors, officers, employees and agents of the Company, the Company Subsidiaries, the Shareholders and their respective successors, assigns, heirs and legal and personal representatives (the Shareholders and such other Persons are collectively referred to as the "Company's Indemnified Persons") from and ----------------------------- against, and shall reimburse the Company's Indemnified Persons for, each and every Loss paid, imposed on or incurred by the Company's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any breach of any representation, warranty, covenant or agreement made by the Purchaser in this Agreement. A Company's Indemnified Person shall give the Purchaser prompt written notice of any matter which such Shareholders' Representative has determined has given or could give rise to a right of indemnification hereunder within sixty (60) days of such determination, supported by reasonable documentation setting forth the nature of the circumstances entitling the Company's Indemnified Person to indemnity hereunder (including, but not limited to, references to the provisions hereof upon which the Company's Indemnified Person is relying in making such claim).
Indemnification of the Shareholders. (a) Subject to Section 10.4, F5 Finishes agrees to indemnify the Shareholders against and hold each of them harmless from:
Indemnification of the Shareholders. Subject to the provisions of Sections 10 and 16, SFX and Acquisition Sub, jointly and severally, shall indemnify, save harmless and defend the Shareholders and their respective shareholders, Subsidiaries, parents, Affiliates, officers and directors from and against any and all Losses incurred by any of them by reason of, or arising out of:
Indemnification of the Shareholders. (a) PETsMART agrees to indemnify, defend and hold harmless the Shareholders (and their respective successors and assigns) from and against and in respect of, any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, remedies and penalties, including interest, penalties and reasonable attorneys' fees and expenses (collectively, "Shareholders Losses") that any of the Shareholders shall incur or suffer and which arise from or are attributable to by reason of or in connection with (i) any breach or inaccuracy of PETsMART's representations or warranties contained in this Agreement, or (ii) the breach or nonfulfillment by PETsMART of any covenant or agreement contained in this Agreement.
