Indemnification by Parent and the Surviving Corporation. Parent and the Surviving Corporation will indemnify and hold harmless the Stockholders and their respective officers, directors, agents, attorneys, employees, stockholders, successors, heirs, legatees and assigns, and each person, if any, who controls or may control any Stockholder within the meaning of the Securities Act (hereinafter referred to individually as a “Stockholder Indemnitee” and collectively as “Stockholder Indemnitees”) from and against any and all Damages arising out of:
Indemnification by Parent and the Surviving Corporation. Parent and the Surviving Corporation shall jointly and severally indemnify and hold harmless each Stockholder Group Member from and against any and all Loss and Expense incurred by such Stockholder Group Member in connection with or arising from:
Indemnification by Parent and the Surviving Corporation. Subject to the limitations set forth in Section 9.5 hereof, from and after the Effective Time, Parent and the Surviving Corporation, jointly and severally, will indemnify, defend and hold harmless each of the Company Stockholders, the Participating Rights Holders and each of their respective directors, officers, employees, representatives and other Affiliates, from and against any and all Damages related to or arising out of or in connection with any breach by Parent or Merger Sub of any representation, warranty, covenant, agreement, obligation, or undertaking made by Parent or Merger Sub in this Agreement (including any schedule or exhibit hereto), or any other agreement, instrument, certificate or other document delivered by or on behalf of Parent or Merger Sub in connection with this Agreement, the Merger or any of the other transactions contemplated hereby.
Indemnification by Parent and the Surviving Corporation. (a) From and after the Closing, Parent and the Surviving Corporation will, jointly and severally, hold harmless and indemnify each Company Stockholder and its Affiliates and each of their respective officers, directors, employees, successors and assigns (collectively, the “Company Stockholder Indemnified Parties” and, together with the Parent Indemnified Parties, the “Indemnified Parties”) from and against any and all Losses arising out of or resulting from:
Indemnification by Parent and the Surviving Corporation. Subject to the limitations set forth in Section 11.1 and Section 11.3, from and after the Effective Time, Parent and the Surviving Corporation shall indemnify, defend and hold harmless the Securityholders and their Affiliates and Representatives, in each case existing after the Closing (the “Company Indemnitees”), from and against any Losses the Company Indemnitees may suffer, sustain or become subject to arising out of, in connection with or resulting from (“Company Indemnifiable Losses”):
Indemnification by Parent and the Surviving Corporation. Subject to the other terms of this Article 9, from and after the Closing, Parent and the Surviving Corporation shall indemnify and hold each of the Securityholders and the Shareholders’ Agent and their respective officers, directors, employees and Affiliates (each, a “Seller Indemnified Person” and collectively the “Seller Indemnified Persons”) harmless from all Damages incurred by them based upon, arising out of, or otherwise in respect of or that may be incurred by virtue of or result from (as determined by an order of a court of competent jurisdiction or by written agreement of Parent and the Shareholders’ Agent): (i) the inaccuracy in or breach of any representation and warranty made by Parent or Merger Sub in Article 4, or in any certificate delivered by Parent or Merger Sub hereunder; (ii) any non-fulfillment or breach of any pre-Closing covenant made by Parent or Merger Sub in this Agreement; or (iii) any non-fulfillment or breach of any post-Closing covenant made by Parent or the Surviving Corporation in this Agreement. The Securityholders are intended third party beneficiaries of this Subsection 9.1(c), and the Shareholders’ Agent shall have the right to enforce the provisions of this Subsection 9.1(c) on behalf of the Securityholders.
Indemnification by Parent and the Surviving Corporation. Subject to the limitations set forth in this Article 9, from and after the Closing, the Parent Indemnifying Persons shall indemnify and hold each of the Securityholders and the Stockholders’ Representative and their respective officers, directors, agents, representatives, attorneys, employees and Affiliates (each, a “Seller Indemnified Person” and collectively the “Seller Indemnified Persons”) harmless from all Damages incurred by them based upon, arising out of, or otherwise in respect of or that may be incurred by virtue of or result from (i) the inaccuracy in or breach of any representation and warranty made by Parent or Merger Sub in this Agreement (including all schedules and exhibits hereto), or in any certificate delivered by Parent or Merger Sub hereunder; (ii) any non-fulfillment or breach of any covenant made by Parent or Merger Sub in this Agreement; (iii) enforcing the indemnification provided for hereunder; (iv) any claim or suit brought against any of the Seller Indemnified Persons at any time on or after the Closing Date relating to actions taken (or omissions) by Parent or Company on or after the Closing Date other than any claim or action by Parent pursuant to Section 9.1(b).
Indemnification by Parent and the Surviving Corporation. Subject to the limitations set forth in this Section 10, Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each Securityholder Group Member from and against any and all Losses and Expenses incurred by such Securityholder Group Member in connection with or arising from:
Indemnification by Parent and the Surviving Corporation. Subject ------------------------------------------------------- to the terms of this Article 10, from and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend, save and hold harmless the Shareholders, and any of their respective heirs, beneficiaries, successors and assigns (collectively, the "Seller Indemnified Parties"), from and against any Indemnifiable Damages suffered by the Seller Indemnified Parties, or any of them, that arise out of or result from any of the following (whether or not a third party initiates a proceeding or claim giving rise to such Indemnifiable Damages):
Indemnification by Parent and the Surviving Corporation. Parent and the Surviving Corporation, jointly and severally, agree that they will indemnify, defend, protect and hold harmless Stockholders, their respective heirs, executors, assigns and personal representatives, at all times from and after the date of this Agreement from and against all liabilities, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses costs and expenses whatsoever (including specifically, but without limitation, court costs, reasonable attorneys' fees and expenses and reasonable expenses of investigation) whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent arising out of occurrences after the date hereof, incurred as a result of or incident to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties set forth herein, or in the Schedules or certificates attached hereto or delivered pursuant hereto by Parent or Buyer; (ii) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Buyer or Parent made in this Agreement; (iii) the operation of Company after the Closing Date (other than Stockholder indemnification matters set forth herein); and (iv) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (i) or (ii) of this Section 12.4 had been satisfied.
