Indemnification by the Company and the Shareholders. THE COMPANY AND THE SHAREHOLDERS (FOR PURPOSES OF THIS SECTION 9.3 AND, TO THE EXTENT APPLICABLE, SECTION 9.4, "INDEMNITOR"), JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD PREMIER AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES (EACH OF THE FOREGOING, INCLUDING PREMIER, FOR PURPOSES OF THIS SECTION 9.3 AND, TO THE EXTENT APPLICABLE, SECTION 9.4, BEING REFERRED TO AS "INDEMNIFIED PERSON") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, ACTIONS, SUITS, COSTS, DEFICIENCIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL THROUGH APPEAL) ARISING FROM OR BY REASON OF OR RESULTING FROM ANY BREACH BY INDEMNITOR OF ANY REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT CONTAINED IN THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO) AND EACH DOCUMENT, CERTIFICATE, OR OTHER INSTRUMENT FURNISHED OR TO BE FURNISHED BY INDEMNITOR HEREUNDER, AND, WITH RESPECT TO ALL TIMES PRIOR TO THE CLOSING DATE, ARISING FROM OR BY REASON OF OR RESULTING FROM THE INDEMNITOR'S MANAGEMENT AND CONDUCT OF THE OWNERSHIP OR OPERATION OF THE COMPANY AND FROM ANY ALLEGED ACT OR NEGLIGENCE OF INDEMNITOR OR ITS EMPLOYEES, AGENTS AND INDEPENDENT CONTRACTORS IN OR ABOUT THE COMPANY'S BUSINESS, AND WITH RESPECT TO (i) ANY VIOLATION BY THE COMPANY OR THE SHAREHOLDERS OR THEIR CONSULTANTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES OF STATE OR FEDERAL LAWS GOVERNING HEALTHCARE FRAUD AND ABUSE, OR ANY OVERPAYMENT OR OBLIGATION ARISING OUT OF OR RESULTING FROM CLAIMS SUBMITTED TO ANY THIRD PARTY PAYOR, WHETHER ON OR AFTER THE CLOSING DATE, (ii) TAXES OF THE COMPANY OR ANY OTHER PERSON (INCLUDING ANY SHAREHOLDER) ARISING FROM OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (iii) ANY LIABILITY OF THE COMPANY OR THE SHAREHOLDERS FOR COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) INCURRED IN
Indemnification by the Company and the Shareholders. Subject to this Article 6 and Section 4.4, the Company and the Shareholders will jointly and severally indemnify and save harmless the Purchaser from any and all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with:
Indemnification by the Company and the Shareholders. (a) Subject to SECTION 9.1(b), from and after the Closing, the Company and each Shareholder agree, jointly and severally, to indemnify, defend and save TMP and its Affiliates, and each of their respective officers, directors, employees, agents, employee benefit plans and fiduciaries, plan administrators or other parties dealing with any such plans (each, an "INDEMNIFIED TMP PARTY"), harmless from and against, and to promptly pay to an Indemnified TMP Party or reimburse an Indemnified TMP Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "LOSS" and collectively, the "LOSSES") sustained or incurred by any Indemnified TMP Party relating to, resulting from, arising out of or otherwise by virtue of (i) any misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder, (ii) any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement or the Merger Documents to be performed by the Company, Shareholders, or any Affiliate of the Company or the Shareholders, (iii) allegations by a third party that is not an Indemnified TMP Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Merger Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, (iv) any claims, suits, actions, complaints, allegations or demands which have been or may be brought against the Company, any of the Shareholders, TMP, and their respective Affiliates and any of their respective officers,...
Indemnification by the Company and the Shareholders. The Company and the Shareholders shall, jointly and severally, indemnify and hold the Purchaser and ACRG harmless from and against and in respect of all Damages, as hereinafter defined. "Damages", as used in this Section 6.1, shall include without limitation any claim, action, demand, loss, cost, expense, liability, whether joint or several, penalty, and other damage, including without limitation attorneys' fees and other costs and expenses reasonably incurred in investigating, and attempting to avoid, or in opposing the imposition thereof, resulting to the Purchaser or ACRG, directly or indirectly, from (a) any inaccurate representation or warranty by or on behalf of the Company or the Shareholders in or pursuant to the provisions of this Agreement, (b) the breach or default in the performance by the Company or the Shareholders of any of the obligations to be performed by or on behalf of the Company or the Shareholders, as applicable hereunder (unless such breach or default in performance occurred on or before the Closing Date and this Agreement was terminated because of such breach or default in performance, in which case the Purchaser and ACRG shall be deemed to have waived any right under this Section 6.1 to indemnification for Damages caused by such breach or default in performance), (c) from any liability of the Company or the Shareholders which has not been assumed by the Purchaser hereunder, or (d) any breach or default in the performance of any obligation to be performed by or on behalf of the Company or the Shareholders before the Closing Date, which results in a claim being asserted against the Purchaser or ACRG. The Company and the Shareholders shall, in addition, reimburse the Purchaser and ACRG on demand for any payment made by the Purchaser or ACRG at any time after the Closing based upon the final judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of any such claim, demand, or action, in respect of any Damages to which the foregoing indemnity relates. If any third party shall assert any such claim against the Purchaser or ACRG which, if successful, might result in a breach or default by the Company or the Shareholders, then the Purchaser or ACRG shall give prompt written notice thereof to the Company and the Shareholders and the Company and the Shareholders shall be entitled to elect, within ten (10) days after the giving of such notice, to participate in the defense thereof and to be represe...
Indemnification by the Company and the Shareholders. The Company and each Shareholder hereby agrees to indemnify Acquiror and Acqcorp promptly against, and to hold them harmless from any and all liability, loss, damage or injury together with all reasonable costs and expenses relating thereto, including all reasonable legal and accounting fees and expenses, incurred or sustained by them arising from any failure by the Company or the Shareholders to fulfill, or other breach of, any representation or warranty, or failure to perform or to fulfill or other breach or violation of, any covenant, agreement or other term obligating the Company or the Shareholders set forth in this Agreement, irrespective of any investigation that may be or may have been made by or for Acquiror or Acqcorp prior to the Effective Time of the Merger (collectively, a "Claim"); provided, however, no Claim may be made for amounts of damage which do not in the aggregate exceed a "deductible amount" of $50,000.
Indemnification by the Company and the Shareholders. Effective only from and upon the occurrence of the Closing, and subject to Section 7.3 below, each of the Company and the Shareholders hereby agrees to jointly and severally defend, indemnify and hold harmless ARAC and their respective successors, assigns and affiliates (collectively, the "ARAC Indemnitees") from and against any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), including, without limitation, Environmental Liabilities and Costs (collectively, "ARAC Losses"), caused by, resulting from or arising out of:
Indemnification by the Company and the Shareholders. Subject to the exclusions in Section 8.4 below, the Company and the Shareholders shall jointly and severally indemnify and hold Buyer and its Affiliates, and their respective officers, directors, managers, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, losses, damages and expenses (including, without limitation, reasonable attorneys’ fees and costs of defense related thereto) arising from or related to (i) any breach or inaccuracy of any representation or warranty made by the Company or any Shareholder in this Agreement or in Exhibits A, C or D hereto, (ii) any material breach or nonperformance of any covenant or agreement made by the Company or any Shareholder in this Agreement or in Exhibits A, C or D hereto, (iii) any breach of contract or other claims made by a third party alleging to have had a contractual or other right to acquire the Acquired Business or any of the Acquired Assets, and (iv) except for the Assumed Liabilities, any Liability or obligation of the Company or any Shareholder to a third party of any nature whatsoever, including but not limited to (i) a Seller’s failure to perform or discharge any its respective liabilities or obligations, (ii) a Seller’s obligations arising under that certain Agreement dated November 20, 2001 between Sellers and Human Asset Technologies, LLC, and any agreements or instruments contemplated thereby or that certain Referral Partner Agreement dated January 15, 2007 between Seller and SilkRoad Technology, Inc., and (iii) any Liability for Taxes arising out of the transactions contemplated by this Agreement or any Related Agreement, other than Taxes based on Buyer’s income.
Indemnification by the Company and the Shareholders. The Company and the Shareholders (collectively referred to as the “Company Parties”) shall jointly and severally indemnify and save harmless the Purchaser, its directors, officers, agents, consultants, employees and shareholders (collectively referred to as the “Purchaser Indemnified Parties”) from and against all Claims, whether or not arising due to third party Claims, which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with or relating to:
Indemnification by the Company and the Shareholders. Subject to the terms of this Article 8, the Company and the Shareholders shall jointly and severally indemnify, defend, save and hold harmless each of Purchaser and Netzee and each of their respective Subsidiaries, predecessors, successors, directors, officers, employees, agents, representatives and assigns (collectively, the "PURCHASER INDEMNIFIED PARTIES"), from and against any claims, losses, damages, liabilities, demands, assessments, judgments, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "INDEMNIFIABLE DAMAGES"), suffered by the Purchaser Indemnified Parties that arise out of or result from any of the following (whether or not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages):
Indemnification by the Company and the Shareholders. Except as set forth below, the Company (to the extent that the Merger is terminated) and the Shareholders hereby agree to jointly and severally indemnify Parent, and its subsidiaries and affiliates (including the Surviving Company), and each of Parent’s and its subsidiaries’ and affiliates’ respective officers, directors, stockholders, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all claims, losses (including reasonably foreseeable lost profits), damages, liabilities, taxes, penalties, interest, costs and expenses (including reasonable attorneys’, accountants’ and consultants’ fees and expenses, including any such expenses incurred in connection with investigating, defending against or settling any such claims) (collectively, “Losses”) which any of the Buyer Indemnified Parties may incur or sustain, or to which any of the Buyer Indemnified Parties may be subjected, arising out of:
