Indemnification by the Company Securityholders. Subject to the terms and conditions of this Article VIII, upon the Closing of the Transactions, each of the Company Securityholders hereby, severally and not jointly, agree to indemnify, defend and hold harmless Parent and Parent's Affiliates (including, following the Closing, the Company), and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (each, a “Parent Indemnified Party”) from, against and in respect of any and all Damages incurred or suffered by the Parent Indemnified Parties as a result of, arising out of or relating to, directly or indirectly:
Indemnification by the Company Securityholders. From and after the Effective Time, subject to the limitations set forth in Section 7.3, the Company Securityholders shall (without any right of contribution, indemnification, reimbursement or comparable right against or from the Company or the Surviving Corporation), severally and not jointly, indemnify and hold harmless the Purchaser, each of its Subsidiaries, and each of their respective Affiliates, and each such foregoing Person’s officers, directors, control persons, employees, stockholders, representatives, agents, assigns, successors and Affiliates (including, after the Closing, the Surviving Corporation) (collectively, the “Purchaser Indemnified Parties”) from, against and in respect of any Adverse Consequences suffered, sustained, incurred or paid by any Purchaser Indemnified Party based upon, in connection with, resulting from or arising out of (without duplication):
Indemnification by the Company Securityholders. Subject to the limitations of Section 6.5, the Company Securityholders shall indemnify the Buyer in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Surviving Corporation or the Buyer or any Affiliate thereof resulting from or relating to:
Indemnification by the Company Securityholders. Subject to the other terms and conditions of this Article X, from and after the Closing, the Company Securityholders shall indemnify and defend each of Parent and its Subsidiaries (including, following the Closing, the Surviving Corporation and its Subsidiaries) (collectively, the “Parent Indemnitees”) 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, the Parent Indemnitees based upon, arising out of or by reason of:
Indemnification by the Company Securityholders. Subject to the terms, conditions and limitations of this Article VIII, following the Closing, the Company Securityholders, severally and not jointly (based on their relative Indemnification Pro Rata Portion), shall defend, indemnify and hold harmless the Acquiror, the Merger Subs, the Surviving Company and their Affiliates, and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Acquiror Indemnified Parties” and each, an “Acquiror Indemnified Party”) from and against, and shall compensate and reimburse each of foregoing for, any and all losses, damages, enhanced damages, liabilities, deficiencies, claims, diminution of value, interest, awards, judgments, penalties, Taxes, costs and expenses (including reasonable and documented, out-of-pocket attorneys’ fees, costs and other reasonable and documented out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to:
Indemnification by the Company Securityholders. Subject to the limitations expressly set forth in this Article XI, from and after the Closing, the Company Securityholders and the Rollover Members (solely with respect to Section 11.3(c)), severally and not jointly, based on such Company Securityholder’s or Rollover Member’s pro rata share of the Merger Consideration, shall indemnify and hold harmless Ultimate Parent, Parent and Merger Sub and their respective officers, directors, employees, agents, representatives, successors and permitted assigns (each, a “Parent Indemnified Party”) from and against, and shall promptly pay to a Parent Indemnified Party or reimburse a Parent Indemnified Party for, any and all Losses sustained or incurred by any Parent Indemnified Party resulting from:
Indemnification by the Company Securityholders. Each Company Securityholder will, severally and not jointly, indemnify and hold the Indemnified Persons harmless from and against any Indemnifiable Damages that are suffered or incurred by such Indemnified Persons arising out of, resulting from or in connection: (a) a breach by such Company Securityholder of any of its representations and warranties set forth in Article III of this Agreement; and (b) a breach by such Company Securityholder of any of its covenants or agreements set forth in this Agreement.
Indemnification by the Company Securityholders. Subject to the limitations expressly set forth in Sections 2.5, 2.6 and 2.7, from and after the Effective Date the Company Securityholders, severally, and not jointly and severally, will indemnify and hold harmless the Purchaser, each of the Purchaser's Affiliates, each of the Acquired Companies and each of their respective directors, officers and employees (collectively, the "PURCHASER INDEMNIFIED PARTIES") from and against, and will pay to the applicable Purchaser Indemnified Parties the monetary value of, any and all Losses (as defined in the Arrangement Agreement) incurred or suffered by such Purchaser Indemnified Parties directly or indirectly arising out of, relating to or resulting from any of the following:
Indemnification by the Company Securityholders. Upon the terms and subject to the conditions of this Article VIII, each of the Seller Indemnifying Parties, severally and not jointly based upon its Pro Rata Indemnity Portion, shall indemnify, defend and hold harmless Parent, Merger Sub, the Surviving Corporation, and their respective Affiliates, officers, directors, employees and Representatives (each, a “Parent Indemnified Party” and collectively, the “Parent Indemnified Parties”) from and against (a) any Damages incurred by any Parent Indemnified Party to the extent arising out of or resulting from (without duplication): (i) any breach or inaccuracy of any representation or warranty of the Company set forth in this Agreement; (ii) any breach of any covenant or agreement of the Company or any Seller Indemnifying Party set forth in this Agreement; (iii) subject to Section 2.16(d), any inaccuracy in the amount of Acquisition Expenses or Closing Date Indebtedness set forth in the Closing Statement; (iv) any shares of capital stock of the Company becoming Dissenting Shares (it being understood that such Damages shall be limited to the amount by which the appraisal value of the Dissenting Shares is greater than the Merger Consideration that would have been payable in respect of such Dissenting Shares); (v) any claim by a Company Securityholder that the Merger Consideration payable to such Person was calculated incorrectly under, or otherwise inconsistent with, the terms of the Company Funding Documents, the Company Organizational Documents, or any other applicable agreement; (vi) any Excluded Taxes and (vii) any Damages incurred by any Parent Indemnified Party arising out of or related to the actual or alleged breach or violation of the provisions in the Contracts listed on Part II of Section 3.5 of the Company Disclosure Letter (the “Specified Contracts”) prohibiting or restricting the sharing or disclosure of data or other information with Parent or its Affiliates; provided that certain Contracts included within the Specified Contracts may be removed from such definition with the prior written consent of Parent and the Securityholder Representative; and (b) fifty percent (50%) of any settlement payments, payments made pursuant to a binding judgment, or any payments of fines pursuant to a binding judgment by any Parent Indemnified Party (without duplication) in connection with the Class Action Litigation (collectively, “Litigation Losses”). Notwithstanding anything else herein, any Litigation Losses which a...
Indemnification by the Company Securityholders. Subject to the provisions of Article 7, Section 8.7(b) and this Article 9, from and after the Closing, each Company Securityholder shall indemnify and hold harmless Buyer and its Affiliates (including the Acquired Companies), and their respective partners, equityholders and members (collectively, the “Buyer Indemnified Parties”), from and against such Company Securityholder’s Indemnification Pro Rata Percentage of all Losses asserted against or incurred by any Buyer Indemnified Party by reason of or arising out of:
